Your Directors take pleasure in presenting to you their Sixteenth Annual Report together with the Audited Financial Statements for the
Financial Year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year 2024-25 is highlighted below:

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and
Analysis Report forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (hereinafter referred to
as “Listing Regulations”) and applicable provisions of the
Companies Act, 2013 read with the Rules issued thereunder,
the Consolidated Financial Statements of the Company
for the Financial Year 2024-25 have been prepared in
compliance with applicable Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Companies Act,
2013 and other recognized accounting practices and policies
to the extent applicable and on the basis of audited financial
statements of the Company, its subsidiaries and associate
companies, as approved by the respective Board of Directors.

The Hon’ble National Company Law Tribunal, Chandigarh
Bench vide its order dated 23^rd May, 2025, approved the
Scheme of Arrangement for the merger of Inox Wind
Energy Limited ("Transferor Company") with the Company
("Transferee Company"). Pursuant to the said order, the
merger became effective and has been duly accounted for
in the financial statements of the Company for the financial
year ended 31^st March, 2025.

The merger has been accounted for in accordance with the
accounting treatment prescribed under the Scheme and as
per Appendix C of Indian Accounting Standard (Ind AS) 103

- Business Combinations of Entities Under Common Control.

The Consolidated Financial Statements together with the
Independent Auditor’s Report form part of this Annual
Report. The Audited Standalone and Consolidated Financial
Statements for the Financial Year 2024-25 shall be laid
before the Annual General Meeting for approval of the
Members of the Company.

3. SHARE CAPITAL

Authorised Share Capital

As on 1^st April, 2024, the Authorised Share Capital stood at
H2,500 Crores (Rupees Two Thousand Five Hundred Crore
only) divided into:

- 50 Crore Equity Shares of H10/- each totalling to
H500 Crore; and

- 200 Crore Preference Shares of H10/- each totalling
to H2,000 Crore.

During the financial year under review, the Authorised Share
Capital of the Company was altered as under:

• Increased pursuant to the approval accorded by
the Shareholders of the Company in their 11^th Extra¬
Ordinary General Meeting held on 17^th May, 2024 from
H2,500 Crore to H4,000 Crore divided into:

- 200 Crore Equity Shares of H10/- each totalling
to H2,000 Crore by creation of 150 Crore Equity
Shares of H10/- each totalling to H1,500 Crore; and

- 200 Crore Preference Shares of H10/- totalling
to H2,000 Crore.

• Increased pursuant to the approval accorded by
the Shareholders of the Company in their 12^th Extra¬
Ordinary General Meeting held on 27^th June, 2024 from
H4,000 Crore to H5,000 Crore divided into:

- 200 Crore Equity Shares of H10/- each totalling to
H2,000 Crore; and

- 300 Crore Preference Shares of H10/- each
totalling to H3,000 Crore by creation of 10
Crore Preference Shares of H10/-each totalling
to H1,000 Crore.

Accordingly, as at the close of the financial year ended
31^st March, 2025, the Authorised Share Capital stood
at H5,000 Crore.

Paid-up Share Capital

As on 1^st April, 2024, the Paid-up Share Capital of the Company
stood at H1935,94,84,960/- (Rupees One Thousand Nine
Hundred Thirty Five Crore Ninety Four Lakh Eighty Four
Thousand Nine Hundred and Sixty only) divided into:

- 32,59,48,496 (Thirty Two Crore Fifty Nine Lakh Forty
Eight Thousand Four Hundred and Ninety Six) Equity
Shares of H10/- (Rupees Ten only) each totalling to
H325,94,84,960/- (Rupees Three Hundred and Twenty
Five Crore Ninety Four Lakh Eighty Four Thousand Nine
Hundred and Sixty only); and

- 161,00,00,000 (One Hundred and Sixty One Crore) -
0.01% Non-Convertible, Non-Cumulative, Participating,
Redeemable Preference Shares of the face value
of H10/- (Rupees Ten only) each of the Company
(“NCPRPS”) totalling to H1610,00,00,000 (Rupees One
Thousand Six Hundred and Ten Crore only).

During the year under review, the Paid-up Share Capital
of the Company increased on account of the following
allotment of securities:

• On 27^th May, 2024, allotted in aggregate 97,78,45,488
fully paid-up Bonus Equity Shares in the proportion of
3:1 i.e. 3 (three) new fully paid up Bonus Equity Shares
of H10/- each for every 1 (one) existing fully paid up
Equity Share of H10/- each held as on the Record Date; ¹

• On 28^th June, 2024, allotted 50 Crore NCPRPS for
H500 Crore; and

• On 3^rd July, 2024, allotted 20 Crore NCPRPS
for H200 Crore.

Accordingly, as at the close of the financial year ended 31^st
March, 2025, the Paid-up Share Capital of the Company
stood at H3813,79,39,840/- (Rupees Three Thousand Eight
Hundred Thirteen Crore Seventy Nine Lakh Thirty Nine
Thousand Eight Hundred and Forty only) divided into:

- 130,37,93,984 (One Hundred Thirty Crore Thirty
Seven Lakh Ninety Three Thousand Nine Hundred
and Eighty Four) Equity Shares of H10/- (Rupees Ten
only) each totalling to H1303,79,39,840 (Rupees One
Thousand Three Hundred and Three Crore Seventy
Nine Lakh Thirty Nine Thousand Eight Hundred and
Forty only); and

- 251,00,00,000 (Two Hundred and Fifty One Crore) -
0.01% Non-Convertible, Non-Cumulative, Participating,
Redeemable Preference Shares of the face value of
H10/- (Rupees Ten only) each of the Company totalling
to H2510,00,00,000 (Rupees Two Thousand Five
Hundred and Ten Crore only).

Subsequent to the close of the year under review, there has
been a change in both the Authorised and Paid-up Share
Capital of the Company upon the Scheme of Arrangement
between Inox Wind Energy Limited and the Company
becoming effective, as approved by the Hon’ble NCLT vide
its order dated 23^rd May, 2025, the details of which are
provided in Para 8 below.

The entire funds raised during the year under review
through the aforesaid allotments were utilised in line with the
Objects of the Issue.

During the year under review, the Company has neither
issued any shares with differential voting rights nor issued
any sweat equity shares.

4. BONUS ISSUE - EQUITY SHARES

During the year under review the Company undertook a
Bonus Issue of equity shares. The Company on 27^th May,
2024 allotted in aggregate 97,78,45,488 fully paid-up bonus
equity shares of H10/- each in the proportion of 3:1 i.e. 3
(three) new fully paid-up bonus equity shares of H10/- each
for every 1 (One) existing fully paid-up equity share of H10/-
each held by the eligible members whose names appeared
in the list of beneficial owners as on 25^th May, 2024, being the
Record Date fixed for this purpose.

5. RIGHTS ISSUE - EQUITY SHARES

Post the closure of the year under review, the Board of
Directors of the Company in their meeting held on 17^th July,
2025, approved the issue of equity shares of the Company
on a rights basis to the eligible shareholders of the Company
for an amount aggregating upto H1,250 Crores in accordance
with applicable laws.

Post receipt of in-principle approvals from the National
Stock Exchange of India Limited and BSE Limited vide their
letters dated 21^st July, 2025 and 22^nd July, 2025 respectively,
the Board of Directors of the Company in their meeting held
on 23^rd July, 2025, inter-alia, considered and approved the
terms of the Rights Issue as under:

6. DETAILS OF DEBENTURES

During the year under review, the following listed Non¬
Convertible Debentures (NCDs) of the Company were fully
redeemed and consequently extinguished:

a. 9.75%-500 Secured, Listed, Rated, Redeemable Non¬
Convertible Debentures of face value of H10,00,000/-
each (ISIN: INE066P07034; Scrip Code: 973992) which
were allotted on 9^th June, 2022, for cash consideration
at par, amounting to H500 Crore were fully redeemed
on 12^th April, 2024.

b. 9.75%-490 Secured, Listed, Rated, Redeemable Non¬
Convertible Debentures of face value of H10,00,000/-
each (ISIN: INE066P07026; Scrip Code: 973989) which
were allotted on 9^th June, 2022, for cash consideration
at par, amounting to H490 Crores were fully redeemed
on 19^th April, 2024.

c. 750- Senior, Unsecured, Rated, Listed, Redeemable,
Principal Protected Non-Convertible Market Linked
Debentures of face value of H10,00,000/- each (ISIN
INE066P08016; Scrip Code: 974337) which were
allotted on 29^th October, 2022, for cash consideration
at par, amounting to H75 Crores were fully redeemed
on 23^rd October, 2024.

As on 31^st March, 2025, no NCDs of the Company
were outstanding.

7. EMPLOYEE STOCK OPTION SCHEME

With the objective of motivating key employees of the
Company, its subsidiaries/ holding company/ group
companies including associate companies for their
contribution to sustained corporate growth, fostering
an employee ownership culture, retaining top talent in a
competitive environment and aligning individual goals
with the overall objectives of the Company, the Board of
Directors of the Company, based on the recommendation
of the Nomination and Remuneration Committee, at
its meeting held on 9^th February, 2024, approved the
introduction of an employee stock option scheme namely
‘Inox Wind - Employee Stock Option Scheme 2024’ (“ESOS
2024”/ “Scheme”).

The Scheme provided for the grant of upto 32,00,000
options in one or more tranches, from time to time, which
are exercisable into not more than 32,00,000 equity shares
of face value of H10/- (Ten) each, fully paid up, for present and
future grants, subject to adjustment with regards to various
corporate actions like bonus etc. which the Company may
come out with.

The shareholders of the Company approved the said
Scheme by way of Postal Ballot on 5^th May, 2024.

During the year under review, the Company allotted bonus
equity shares of H10/- each in the proportion of 3 (three) new
equity share for every 1 (one) existing equity share to eligible
shareholders of the Company. In accordance with terms of
the Scheme, the total number of stock options available for
grant under the Scheme was suitably adjusted, increasing
the ceiling from 32,00,000 to 1,28,00,000 (One Crores and
Twenty Eight Lakh) options.

There has been no material change in the Scheme post
its implementation. The Scheme is in compliance of SEBI
SBEBSE Regulations. A certificate issued by M/s. J. K.
Gupta & Associates, Practicing Company Secretaries, Delhi,
Secretarial Auditors of the Company confirming that the
Scheme has been implemented in accordance with SEBI
SBEBSE Regulations and in accordance with the resolution
passed by the members of the Company, is available for
inspection at the following link https://inoxwind.com/
uploads/2024/12/Sec Auditor Certificate jkg.pdf

The disclosures required to be made in terms of Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014
and as per Regulation 14 of the SEBI SBEBSE Regulations, to
the extent applicable, are available on the Company’s website
at https://inoxwind.com/uploads/2025/8/IWL Regulation%20
14⁰%20of⁰%20SEBI⁰%20(SBEBSD⁰%20Regulations.⁰%202021.pdf

8. MERGER OF INOX WIND ENERGY LIMITED WITH
THE COMPANY

As part of a strategic decision. the Board of Directors of
the Company at its meeting held on 12^th June. 2023 had
considered and approved the Scheme of Arrangement which
provided for amalgamation of Inox Wind Energy Limited
(“IWEL”/ “Promoter Company”/“Transferor Company”)
with Inox Wind Limited (“IWL”/“Company”/“Transferee
Company”) (“Scheme”) subject to various regulatory
approvals and compliances.

Post the receipt of the in-principle approval of the Stock
Exchanges i.e BSE Limited and National Stock Exchange of
India Limited. both on 27^th December. 2023. the Company
had filed a joint application before the Hon’ble National
Company Law Tribunal. Chandigarh (“NCLT”). Pursuant to
the NCLT order dated 16^th April. 2024. the meeting of the
equity shareholders. secured and unsecured creditors of
the Company were held on 1^st June. 2024 and 2^nd June.
2024 respectively and the Scheme was approved with
requisite majority.

The swap ratio for the proposed amalgamation after
adjustment for the effect of the Bonus Issue of the
Company. was as under:

• 632 equity shares of face value of H10/- per share of
the Company to be issued for every 10 equity shares of
face value of H10/- per share of IWEL.

• 632 share warrants of the Company with an issue
price of H13.50/- each to be issued for every 10 share
warrants of IWEL with an issue price of H847/- each.

The NCLT approved the Scheme vide its order dated 23^rd
May. 2025. The certified copy of the order was filed by
both the companies on 13^th June. 2025 with the Registrar
of Companies and accordingly. the Scheme became
effective from 13^th June 2025. with the Appointed Date being
1^st July. 2023.

The Company on 24^th June. 2025. allotted 76.14.06.614
fully paid-up equity shares of face value of H10/- each of

the Company to the eligible equity shareholders of IWEL
as on the Record Date in accordance with the swap ratio
mentioned above. Further. the cross holding of 44.10.73.488
equity shares of H10/- each held by Inox Wind Energy
Limited in the Company and 195.00.00.000 - 0.01% Non¬
Convertible. Non-Cumulative. Participating. Redeemable
Preference Shares of H10/- each (“NCPRPS”) held by Inox
Wind Energy Limited in the Company were cancelled in
terms of provisions of Clause 6 of the Scheme.

Accordingly. the Paid-up Equity Share Capital of the
Company. increased to H1624.12.71.100/- comprising of
162.41.27.110 equity shares of H10/- each.

Further. upon the Scheme becoming effective. the
Authorized Share Capital of IWEL stood transferred to and
amalgamated with the Authorized Share Capital of the
Company. which now stands increased to H5110.11.00.000/-
(Rupees Five Thousand One Hundred and Ten Crore and
Eleven Lakh only) divided into:

- 211.01.10.000 (Two Hundred Eleven Crore One Lakh
and Ten Thousand) Equity Shares of H10/- (Rupees Ten
only) each. totalling to H2110.11.00.000/- (Rupees Two
Thousand One Hundred and Ten Crore and Eleven
Lakh only); and

- 300.00.00.000 (Three Hundred Crore) Preference
Shares of H10/- (Rupees Ten only) each totalling to
H3000.00.00.000/- (Rupees Three Thousand Crore only).

9. DIVIDEND

No dividend has been recommended by the Board of
Directors for the Financial Year ended 31^st March. 2025.

In accordance with Regulation 43A of the Listing Regulations.
the Company has formulated a ‘Dividend Distribution Policy’
and the same has been uploaded on the Company’s website;
www.inoxwind.com. The ‘Dividend Distribution Policy’ can be
accessed at https://inoxwind.com/uploads/2024/12/IWL%20
-%20Dividend%20Distribution%20Policy%20-%2021012017.pdf

10. TRANSFER TO RESERVES

During the year under review. the Company has not
transferred any amount to General Reserves.

11. TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND

During the year under review. the Company was
not required to transfer any amount to the Investor
Education and Protection Fund (“IEPF”) established by the
Central Government.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and upto the date of this report.
except as mentioned below. there were no changes in the
composition of the Board of Directors and Key Managerial
Personnel of the Company:

Shri Brij Mohan Bansal (DIN: 00261063) and Shri Sanjeev Jain
(DIN: 00023409) were appointed by the Board as Additional
Directors to hold office as Independent Directors on the
Board of the Company, not liable to retire by rotation, for an
initial term of 1 (one) year and 3 (three) years respectively,
both w.e.f. 1^st April, 2024, subject to the approval of the
shareholders of the Company. Their appointments were
approved by the Shareholders of the Company by way of
Postal Ballot on 5^th May, 2024.

Shri Manoj Dixit (DIN:06709232) was re-appointed by
the Board as a Whole-time Director on the Board of the
Company for a further period of 1 (one) year, liable to retire by
rotation, w.e.f. 3^rd December, 2024, subject to the approval
of the shareholders of the Company. His appointment was
approved by the Shareholders of the Company by way of
Postal Ballot on 9^th January, 2025.

Shri Brij Mohan Bansal was re-appointed by the Board as
an Independent Director on the Board of the Company
for a second term of 5 (five) years, not liable to retire by
rotation, w.e.f. 1^st April, 2025, subject to the approval of
the shareholders of the Company. His appointment was
approved by the Shareholders of the Company by way of
Postal Ballot on 17^th April, 2025.

Ms. Bindu Saxena (DIN: 00167802) ceased to be an Independent
Director of the Company w.e.f. 21^st October, 2024 upon
successful completion of her second term of 5 (five) years.

Shri Shivam Tandon was appointed as a Chief Financial
Officer and Key Managerial Personnel of the Company, w.e.f.
1^st February, 2025, in terms of Section 203 of the Companies
Act, 2013 and applicable provisions of Listing Regulations, in
place of Shri Rahul Roongta, who resigned from the position
of Chief Financial Officer w.e.f 1^st February, 2025, due to
personal reasons.

Shri Sanjeev Agarwal was appointed as a Chief Executive
Officer (CEO) of the Company, also designated as a Key
Managerial Personnel of the Company, in terms of Section
203 of the Companies Act, 2013 and applicable provisions
of Listing Regulations, w.e.f. 1^st June, 2025 in place of Shri
Kailash Lal Tarachandani, the outgoing CEO, who was
elevated to the role of Group Chief Executive Officer-
Renewable Business of the INOXGFL Group w.e.f. 1^st June,
2025. Shri Tarachandani continues to be the part of Senior
Management Personnel of the Company.

Mrs. Urvashi Saxena (DIN: 02021303) was appointed by
the Board as an Independent Director on the Board of the
Company for an initial term of 1 (one) year with effect from
6^th April, 2025, subject to the approval of the Members
of the Company. Her appointment was approved by the
Shareholders of the Company by way of Postal Ballot on 30^th
May, 2025. She tendered her resignation from the Board of
Directors of the Company, with effect from 1^st July, 2025,
due to personal reasons on account of health constraints
associated with advancing age.

Your Directors recommend appointment/ re-appointment
of the following Directors:

Shri Mukesh Manglik (DIN: 07001509) is liable to retire
by rotation at the ensuing Annual General Meeting of
the Company and being eligible have offered himself for
re-appointment.

Necessary resolutions in respect of Director(s) seeking
appointment/ re-appointment and their brief resume
pursuant to Regulation 36(3) of Listing Regulations and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India are provided in the Notice of the Annual
General Meeting forming part of this Annual Report.

13. NOMINATION AND REMUNERATION POLICY

The salient features and objectives of the Nomination and
Remuneration Policy of the Company are as under:

a. To lay down criteria for identifying persons who
are qualified to become Directors and who may be
appointed in Senior Management of the Company in
accordance with the criteria laid down by Nomination
and Remuneration Committee and recommend to the
Board their appointment and removal;

b. To formulate criteria for determining qualification,
positive attributes and Independence of a Director;

c. To determine the composition and level of remuneration,
including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate
Directors, KMP, Senior Management Personnel & other
employees to work towards the long-term growth and
success of the Company.

The Nomination and Remuneration Policy has been uploaded
on the Company’s website; www.inoxwind.com and can
be accessed at https://inoxwind.com/uploads/2024/12/
Nomination Remuneration Policy IWL.pdf

14. DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have given the
declaration and confirmation to the Company as required
under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations confirming that
they meet the criteria of independence and that they are
not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external influence.
They have also confirmed that they have complied with
the Code of Conduct as prescribed in Schedule IV to the
Companies Act, 2013 and Code of Conduct for Directors and
Senior Management Personnel, formulated by the Company.

In terms of Section 150 of the Act and rules framed
thereunder, the Independent Directors have registered
themselves in the databank of Independent Directors
maintained by the Indian Institute of Corporate Affairs
(IICA) and they are exempted from appearing for the online
proficiency self-assessment test.

The Board of Directors further confirm that the Independent
Directors also meet the criteria of expertise, experience,
integrity and proficiency in terms of Rule 8 of the Companies
(Accounts) Rules, 2014 (as amended).

15. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent
Directors are given in the Corporate Governance Report.

16. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for
evaluation of Board as a whole, Committees of the Board
and Individual Directors and Chairperson of the Company
were sent to all the Directors with a request to provide their
feedback to the Company on the Annual Performance
Evaluation of Board as a whole, Committees of Board and
Individual Directors for the Financial Year 2024-25. Further,
based on the feedback received by the Company, the
Nomination and Remuneration Committee at its Meeting
held on 31^st January, 2025 noted that Annual Performance of
each of the Directors is highly satisfactory and recommended
to the Board to continue the terms of appointment of all
the Independent Directors of the Company. The Board of
Directors of the Company at its Meeting held on the same
day evaluated and noted that the performance of Board,
Committees of the Board and Individual Directors and
Chairperson (including CEO and Independent Directors) as
highly satisfactory by this evaluation process.

17. MEETINGS OF THE BOARD

During the year under review, the Board met 7 (seven) times
and details of Board Meetings held are given in the Corporate
Governance Report. The intervening gap between the two
Meetings was within the time limit prescribed under Section
173 of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations.

18. DIRECTOR’S RESPONSIBILITY STATEMENT AS
PER SUB-SECTION (5) OF SECTION 134 OF THE
COMPANIES ACT, 2013

To the best of their knowledge and belief and according to
the information and explanations obtained by your Directors,
they make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the
financial year ended 31^st March, 2025, the applicable
Accounting Standards and Schedule III of the
Companies Act, 2013 have been followed and there are
no departures from the same;

ii. the Directors had selected such Accounting Policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the
profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the Annual Accounts on a
going concern basis;

v. the Directors had laid down Internal Financial Controls
to be followed by the Company and that such Internal
Financial Controls were adequate and were operating
effectively; and

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Standalone
Financial Statements of the Company. Please refer to Note
Nos. 8, 38 and 49 to the Standalone Financial Statements
of the Company.

20. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

The Company has in place a Policy on materiality of
Related Party Transactions and dealing with Related
Party Transactions in terms of requirements the Listing
Regulations. The said Policy is available on the Company’s
website at the link https://inoxwind.com/uploads/2024/12/
Policy-on-RPT-IWL.pdf

As per the said Policy, all Related Parties Transactions are
pre-approved by the Audit Committee and/ Board and the
shareholders as and when required as per the requirements
under the Companies Act, 2013 and Listing Regulations. The
details of such transactions are also reviewed by the Audit
Committee on a quarterly/ half yearly/ annual basis.

All contracts/ arrangements/ transactions entered into by
the Company during the year under review with Related
Parties were approved by the Audit Committee and/or
Board where ever required, as per the provisions of Section
177, 188 of the Companies Act, 2013 read with the Rule 15 of
the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 23 of the Listing Regulations. During
the Financial Year under review, the Company entered into
certain transactions with Related Parties which could be
considered material in accordance with the said Policy on
which approval of the Shareholders under Regulation 23
of the Listing Regulations by way of Ordinary Resolution
were obtained.

All transactions entered by the Company during the year
under review with Related Parties were on arm’s length basis
and in the ordinary course of business and hence, disclosure
in Form AOC -2 pursuant to clause (h) of sub-section (3) of
Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 is not required to be
annexed to this report.

21. DEPOSITS

The Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013.

22. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

A separate statement containing the salient features
of financial statements of all Subsidiaries, Associates
and Joint Ventures of the Company forms part of the
Consolidated Financial Statements in compliance with
Section 129 and other applicable provisions, if any, of the
Companies Act, 2013. In accordance with Section 136 of
the Companies Act, 2013, the financial statements of the
subsidiary companies are available for inspection by the
Members at the Registered Office of the Company during
business hours on all days (except Saturdays, Sundays
and public holidays) upto the date of the Annual General
Meeting (‘AGM’). Any member desirous of obtaining a copy
of the said financial statements may write to the Company
Secretary at the Corporate Office of the Company. The
financial statements including the consolidated financial
statements, financial statements of subsidiaries and all other
documents required to be attached to this report have been
uploaded on the website of the Company; www.inoxwind.
com. The Company has formulated a policy for determining
material subsidiaries. The said policy may be accessed on
the website of the Company.

During the year under review, the Company incorporated
the following 9 (nine) wholly owned subsidiaries as a Special
Purpose Vehicle (SPVs) to develop wind farms:

As a part of business restructuring, the Company on 2^nd
August, 2024, sold the entire issued and paid-up equity
share capital of each of the above mentioned 9 (nine)
wholly owned subsidiaries to Inox Renewable Solutions
Limited (“IRSL”)(formerly known as Resco Global Wind

Services Private Limited), a subsidiary of the Company, for
cash consideration at par, pursuant to the share purchase
agreements executed on 29^th July, 2024. Consequent
upon the sale, these companies became the step-down
subsidiaries of the Company w.e.f. 2^nd August, 2024.

Consequent to the fund raise aggregating upto H350 Crore
by the Company’s material wholly owned subsidiary, IRSL
by way of allotment of equity shares on a preferential issue
basis through private placement in September, 2024 to
non-promoter investors, IRSL ceased to be a wholly owned
subsidiary of the Company w.e.f. 6^th September, 2024.

Further, the Company on 23^rd October 2024, sold the entire
investment held in its wholly owned subsidiary, namely
Waft Energy Private Limited (“WEPL”) to IRSL, a subsidiary
of the Company, for cash consideration at par. Consequent
upon the sale, WEPL became a step-down subsidiary of the
Company w.e.f. 23^rd October, 2024.

During the period, IRSL incorporated two wholly owned
subsidiaries namely, Fatehgarh Wind Energy Private Limited
and Ramsar Wind Energy Private Limited on 19^th November,
2024 and 21^st November, 2024 respectively and thus, these
companies became step-down subsidiaries of the Company
from the said dates.

Further, during the year, Inox Green Energy Services Limited,
a subsidiary of the Company, divested/ sold its entire
investment in its wholly owned subsidiaries, which were
step-down subsidiaries of the Company, as detailed below:

i. Inox Clean Energy Limited (formerly known as Nani
Virani Wind Energy Private Limited) was divested to
IGREL Renewables Limited on 29^th November, 2024;

ii. Inox Neo Energies Limited (formerly known as Aliento
Wind Energy Private Limited) was divested to Inox
Clean Energy Limited on 30^th November, 2024;

iii. Flurry Wind Energy Private Limited and Flutter Wind
Energy Private Limited were divested to Inox Neo
Energies Limited on 6^th December, 2024.

Accordingly, these companies ceased to be step down
subsidiaries of the Company from their respective
dates of divestment.

The Report on the performance and financial position of
each of the Subsidiaries, Associates and Joint Ventures of
the Company, in Form AOC-1, pursuant to first proviso to
sub-section (3) of Section 129 of the Companies Act, 2013
and Rule 5 of Companies (Accounts) Rules, 2014 is annexed
to this report as Annexure A which has also been uploaded
on the website of the Company.

23. AUDIT COMMITTEE AND OTHER BOARD
COMMITTEES

The details pertaining to the composition of the Audit
Committee and other Board Committees and their roles,
terms of reference etc. are included in the Corporate
Governance Report which forms part of this Annual Report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
FOR DIRECTORS AND EMPLOYEES

As per the provisions of Section 177(9) of the Companies Act,
2013 read with Regulation 22(1) of the Listing Regulations,
the Company is required to establish an effective vigil
mechanism for Directors and Employees to report improper
acts or genuine concerns or any leak or suspect leak of
Unpublished Price Sensitive Information. The Company has
accordingly established a Vigil Mechanism through “Whistle
Blower Policy” for all its Directors and Employees to report
improper acts. The details of the said mechanism and policy
are available on the Company’s website; www.inoxwind.com.

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls
commensurate with its size and nature of its business.
The Board has reviewed Internal Financial Controls of the
Company and the Audit Committee monitors the same in
consultation with Internal Auditors of the Company. The
Internal Auditors of the Company also tests the internal
controls independently.

26. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications, adverse remarks
or disclaimers in the Independent Auditor’s Reports on the
Financial Statements of the Company for the Financial Year
2024-25. The notes forming part of the accounts are self¬
explanatory and do not call for any further clarifications
under Section 134(3)(f) of the Companies Act, 2013.

27. INDEPENDENT AUDITORS

The Members of the Company at their 14^th Annual General
Meeting (AGM) held on 29^th September, 2023 had approved
re-appointment of M/s. Dewan P. N. Chopra & Co., Chartered
Accountants (Firm Registration No. 000472N) (“DPNC”) as
Independent Auditors of the Company for a second term of
5 (five) consecutive years to hold office from the conclusion
of 14^th AGM until the conclusion of 19^th AGM. They have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

28. COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, the
cost audit records maintained by the Company are required
to be audited by a Cost Accountant in practice who shall
be appointed by the Board. In view of the above, the Board
of Directors, based on the recommendation of the Audit
Committee, re-appointed M/s Jain Sharma and Associates,
Cost Accountants (Firm Registration No. 000270) as Cost
Auditors of the Company for conducting the Cost Audit for
the Financial Year 2025-26 on a remuneration of H2,10,000
(Rupees Two Lakh and Ten Thousand only). As required
under the referred Section of the Companies Act, 2013 and
relevant Rules, the remuneration payable to the Cost Auditor
is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a resolution

seeking Members ratification for the remuneration payable
to M/s. Jain Sharma and Associates, Cost Auditors has been
included in the Notice of the Annual General Meeting.

The Cost Audit Report issued by M/s. Jain Sharma and
Associates, Cost Auditors in respect of Financial Year 2023¬
24 was submitted with the Cost Audit Branch of the Ministry
of Corporate Affairs within the stipulated time.

There were no reservations, qualifications, adverse
remarks or disclaimers in the Cost Auditor’s Report for the
Financial Year 2024-25.

29. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. J.K. Gupta & Associates, Practising Company
Secretaries, Delhi, a peer reviewed firm (Firm Registration
No. P2023DE096100 and Peer Review Certificate No.:
6747/2025) to conduct Secretarial Audit of the Company for
the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. J.K. Gupta
& Associates, in Form MR-3, for the Financial Year 2024¬
25 is annexed to this report as Annexure B. There are no
qualifications, reservations, adverse remarks or disclaimers
in their Secretarial Audit Report except as mentioned under
first para of Para 12(b) of the Corporate Governance Report.

Further, in compliance of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of the Company’s unlisted
material subsidiary, Inox Renewable Solutions Limited
(formerly known as Resco Global Wind Services Private
Limited) for the Financial Year 2024-25 is annexed to this
report as Annexure C.

During the year under review, the Company has complied
with the requirements of applicable provisions of the
Secretarial Standards issued by the Institute of Company
Secretaries of India.

30. SECRETARIAL AUDITORS

In compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Companies Act,
2013, the Board at its meeting held on 14^th August, 2025,
based on recommendation of the Audit Committee, has
approved the appointment of M/s. J.K. Gupta & Associates,
Practising Company Secretaries, Delhi, a peer reviewed firm
(Firm Registration No. P2023DE096100 and Peer Review
Certificate No.: 6747/2025) as Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years from
Financial Year 2025-26 to Financial Year 2029-30, subject
to approval of the Members at the ensuing Annual General
Meeting. A resolution seeking members’ approval for their
appointment has been included in the AGM Notice.

31. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud was
reported by the Auditors of the Company under Section
143(12) of the Companies Act, 2013 to the Audit Committee/
Board of Directors or to the Central Government. Therefore,
no details are required to be disclosed under Section 134(3)
(ca) of the Companies Act, 2013.

32. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management’s Discussion and Analysis Report for the
year under review, as stipulated under Regulations 34(2)
(e) and 34(3) read with Para B of Schedule V of the Listing
Regulations is presented in a separate Section forming part
of this Annual Report.

33. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Para C of Schedule V
of Listing Regulations, the Corporate Governance Report of
the Company for the year under report and the Practicing
Company Secretary certificate regarding compliance of
conditions of Corporate Governance is annexed to this
report as Annexure D.

In compliance with the requirements of Regulation 17(8) of
Listing Regulations, a certificate from the Chief Executive
Officer and Chief Financial Officer of the Company, who
are responsible for the finance function, was placed
before the Board.

All the Board Members and Senior Management Personnel of the
Company have affirmed compliance with the Code of Conduct
for Board and Senior Management Personnel. A declaration to
this effect duly signed by the Chief Executive Officer is enclosed
as a part of the Corporate Governance Report.

34. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as per
Regulation 34 of the Listing Regulations, detailing the various
initiatives taken by the Company on the environmental,
social and governance front forms an integral part of this
report. The said report is also available on the website of the
Company; www.inoxwind.com.

The Environmental Social and Governance (ESG) Report of
the Company for the Financial Year 2024-25, which provides
comprehensive and transparent information about our
organization’s sustainability practices and our commitment
to managing the concerns and expectations of our
stakeholders in a rapidly changing operating environment
has been prepared in accordance with the GRI Standards.
The ESG Report forms an integral part of this report.

35. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management &
Administration) Rules, 2014, the Annual Return, in Form MGT-
7, is available on the Company’s website; www.inoxwind.

com and the same can be accessed at https://inoxwind.com/
uploads/2025/8/Form MGT 7⁰%202025°%20WEBSITE.pdf.

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant
to Section 134 of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, in the manner
prescribed is annexed to this report as Annexure E.

37. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197(12) read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure F.

In accordance with the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing
the name and other particulars of the employees drawing
remuneration in excess of the limits set out in the said Rule
forms part of this report.

In terms of Section 136 of the Companies Act, 2013, the
Report and Accounts are being sent to the Members of the
Company excluding information on employees’ particulars
which is available for inspection by the Members at the
Registered Office of the Company during the business
hours on working days of the Company up to the date of the
ensuing Annual General Meeting. If any Member is interested
in obtaining such information, he/ she may write to the
Company Secretary at the Corporate Office of the Company.

38. CORPORATE SOCIAL RESPONSIBILITY
ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the
Company comprised of Shri Devansh Jain and Shri Manoj
Dixit, Non Independent Directors and Shri Sanjeev Jain,
Independent Director of the Company.

The CSR Policy of the Company is disclosed on the website
of the Company; www.inoxwind.com which can be viewed
at https://inoxwind.com/uploads/2024/12/CSR-Policy-
amended-25062021.pdf The report on CSR activities of the
Company for the financial year ended 31^st March, 2025 as
per Companies (Corporate Social Responsibility) Rules, 2014,
as amended, is annexed to this Report as Annexure G.

39. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern
to the Company and necessary efforts were made in this
direction in line with the safety, health and environment policy
laid down by the Company. The Company has achieved

certification of ISO 9001:2015 (Quality Management System)
(QMS), ISO 14001:2015 Environmental Management Systems
(EMS) and ISO 45001:2018 Occupational Health and Safety
Management Systems (OHSMS). Health of employees
is being regularly monitored and environment has been
maintained as per statutory requirements.

40. INSURANCE

The Company’s property and assets have been
adequately insured.

41. RISK MANAGEMENT

Pursuant to the requirements of Regulation 21 of the Listing
Regulations, the Board has constituted a Risk Management
Committee to frame, implement and monitor the risk
management plan of the Company.

The Company has in place Enterprise Risk Management
Policy which includes the Risk Management Framework
which is derived from COSO ERM-Aligning Risk with Strategy
and Performance 2016 (Draft) framework established by
committee of sponsoring organizations. According to this,
Enterprise Risk Management is “The culture, capabilities
and practices, integrated with strategy-setting and its
execution, that organizations rely on to manage risk in
creating, preserving, and realizing value”. The Company has,
therefore, adopted Residual risk approach and the Board
of Directors has approved Enterprise Risk Register, Risk
Reporting and its Monitoring system. The Company’s risk
management and mitigation strategy has been discussed
in the Management Discussion and Analysis Report which
forms part of this Annual Report. In the Board’s view, there
are no material risks, which may threaten the existence
of the Company.

42. INFORMATION UNDER THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place a Policy on Prevention, Prohibition
and Redressal of sexual harassment at the workplace in line
with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Your Company has formed an Internal Complaints
Committee (ICC) to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.

During the year under review, no complaint on sexual
harassment was received.

43. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

Except as mentioned under Para 8 above, there have been
no material changes and commitments which affect the
financial position of the Company which have occurred
between the end of the Financial Year of the Company
to which the Financial Statements relate and the date
of this report.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

There are no orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and
Company’s operations in future.

45. OTHER DISCLOSURES

No disclosure or reporting is required in respect of the
following items as there were no transactions relating to
these items during the year under review:

i. Issue of equity shares with differential rights as to
dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

iii. The Company does not have any joint venture.

iv. As of 31^st March, 2025, four applications were pending
under the Insolvency and Bankruptcy Code (IBC)
before the NCLT, Chandigarh, which the management
believes are likely to be dismissed on merits based on
the legal advice received from the counsels.

v. During the year under review, there are no
instances of one-time settlement with any banks or
financial institutions.

46. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external
agencies for the assistance, co-operation and guidance
received. Your Directors place on record their deep sense
of appreciation for the dedicated services rendered by the
workforce of the Company.

For and on behalf of the Board of Directors

Manoj Dixit Devansh Jain

Place: Noida Whole-time Director Whole-time Director

Date: 14.08.2025 DIN: 06709232 DIN: 01819331

1

On 4^th June, 2024, allotted 20 Crore NCPRPS
for H200 Crore;