Your Directors take pleasure in presenting to you their Fourteenth Annual Report together with the Audited Financial Statements for the
Financial Year ended on 31^st March, 2026.

1. Financial Performance

The financial performance of your Company for the Financial Year 2025-26 is highlighted below:

During the year, the Company witnessed strong operational
and financial performance. On a consolidated basis, total
income increased to H 42,621 Lakhs as against H 25,199 Lakhs
in the previous year, while profit after tax stood at H 10,344
Lakhs as compared to H 2,186 Lakhs in the previous year.

The improvement was driven by higher scale of operations,
improved operating performance and disciplined cost
management. The Company continued to strengthen its
market position in the wind operations and maintenance
business while maintaining a prudent approach towards
capital allocation and execution.

The Company remains well-positioned to capitalise on
opportunities arising from the continued growth of the
renewable energy sector in India.

A detailed discussion on the Company's operational and
financial performance is provided 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 ( “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 2025-26
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 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 2025-26 shall be laid before
the Annual General Meeting for approval of the Members
of the Company.

3. Share Capital

Authorised Share Capital

During the year, there was no change in the Authorised
Share Capital of the Company.

As on 31^st March, 2026 and upto the date of this report, the
Authorised Share Capital of the Company stood at H 700
Crore divided into:

• 50 Crore Equity Shares of H 10/- each, aggregating to
H 500 Crore; and

• 20 Crore Preference Shares of H 10/- each, aggregating
to H 200 Crore.

Paid-up Share Capital

The Paid-up Equity Share Capital of the Company as on 31^st
March, 2025, stood at H 367,01,67,890/-, comprising 36,70,16,789
Equity Shares of H 10/- each. On a fully diluted basis, the Paid-
up Equity Share Capital stood at H 409,08,57,510/-, comprising
40,90,85,751 Equity Shares of H 10/- each.

During the year, the Company allotted an aggregate of
3,43,72,756 equity shares, from time to time, upon conversion
of convertible warrants, in accordance with the terms of the
issue, based on the requests received from the warrant
holders, as detailed below:

Further, on 14^th November, 2025, the Company allotted
1,02,500 equity shares upon exercise of vested Stock Options
under the Inox Green - Employee Stock Option Scheme, 2024.

As on 31^st March, 2026 and upto the date of this report, the
Paid-up Equity Share Capital of the Company stood at H
401,49,20,450/-, comprising 40,14,92,045 Equity Shares of H
10/- each. On a fully diluted basis, the Paid-up Equity Share
Capital stood at H 403,95,96,650/-, comprising 40,39,59,665
Equity Shares of H 10/- each.

4. Preferential Issue

The Company, pursuant to the resolutions passed by the
Board of Directors on 26^th June, 2024 and by the shareholders
on 18^th July, 2024, and after receipt of in-principle approvals
from both Stock Exchanges on 24^th July, 2024, issued and
allotted the following securities on a preferential issue basis
on 2^nd August, 2024:

i. Equity Shares

The Company allotted 2,89,85,503 equity shares of
face value of H10/- each at an issue price of H 138/-
per equity share, including a premium of H128/- per
equity share, for cash consideration aggregating to H
400 Crore (Rupees Four Hundred Crore only) to ‘Non¬
Promoter' entities; and

ii. Convertible Warrants

The Company allotted 4,48,27,582 Convertible
Warrants, upon upfront receipt of 25% of the warrant

subscription amount, at an issue price of H 145/- per
warrant, including a premium of H 135/- per warrant, for
cash consideration aggregating to H 650 Crore (Rupees
Six Hundred and Fifty Crore only), to both ‘Promoter'
and ‘Non-Promoter' entities, with a right to the warrant
holders to apply for and be allotted 1 (One) equity share
of face value of H 10/- each, in one or more tranches,
within a period of 18 (eighteen months) from the date
of allotment, upon payment of the balance 75% of
the issue price.

Further, the Company on 5^th October, 2024 allotted 27,58,620
equity shares to certain warrant holders pursuant to the
conversion of Convertible Warrants, upon receipt of the
balance 75% of the subscription amount.

During the year, the Company had also allotted an aggregate
of 3,43,72,756 equity shares, from time to time, as referred
to in paragraph 3 above, to the warrant holders pursuant to
the conversion of Convertible Warrants, upon receipt of the
balance 75% of the subscription amount.

Owing to the non-exercise of conversion rights in respect
of 76,96,206 Warrants, the said Warrants were cancelled
and the upfront subscription amount of H 27.90 Crore
was forfeited, in accordance with the terms of the issue.
Consequently, the Company received an aggregate amount
of H 966.30 Crore against the originally envisaged fund raise
of H 1,050 Crore.

As at 31^st March, 2026, H 613.48 Crore had been utilised
towards the objects of the issue and H 352.82 Crore
remained unutilised.

5. 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 Green - Employee Stock Option Scheme 2024' (“ESOS
2024”/ “Scheme”).

The Scheme provided for the grant of upto 29,00,000 (Twenty
Nine Lakhs) options in one or more tranches, from time to
time, which are exercisable into not more than 29,00,000/-
(Twenty Nine Lakhs) equity shares of face value of H 10/- (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.

Further, the Company allotted 1,02,500 equity shares on 14^th
November, 2025, pursuant to the exercise of vested Stock
Options under the Scheme.

Out of the aggregate 25,70,120 stock options granted to
eligible employees under the Scheme, 24,67,620 stock
options remained outstanding as at 31^st March, 2026, entitling
the respective option holders to subscribe to equity shares
of the Company upon vesting and payment of the applicable
exercise price.

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. VAPN & 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:
https://www.inoxgreen.com/PDF/ESOP-Compliance-
Certificate-IGESL_FY%202025-26%20(1).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://www.inoxgreen.com/PDF/IGESL Regulation-14-of-
SEBI-(SBEBSE)-Regulations,%202021-for-FY-2025 26.pdf .

6. Scheme of Demerger

The Scheme of Arrangement between Inox Green Energy
Services Limited (“Demerged Company” or “the Company”)
and Inox Renewable Solutions Limited (formerly known
as Resco Global Wind Services Private Limited) (“IRSL” or
“Resulting Company”) and their respective shareholders
(the “Scheme”), providing for the demerger of the Power
Evacuation Business of the Company into the Resulting
Company, was approved by the Hon'ble National Company
Law Tribunal, Ahmedabad Bench (“NCLT”) vide its order
dated 13^th March, 2026.

The certified copy of the NCLT order was filed by both the
companies with the Registrar of Companies on 4^th May, 2026,
and accordingly, the Scheme became effective from 4^th May,
2026, with the Appointed Date being 1^st October, 2024.

The swap ratio as approved under the Scheme was as follows:

• 122 equity shares of face value H 10/- each of IRSL to be

issued for every 1,000 equity shares of face value H 10/-
each held in the Company; and

• 122 share warrants of IRSL, having an issue price of H

205/- per warrant, to be issued for every 1,000 share
warrants of the Company having an issue price of H
145/- per warrant.

The Company fixed 1^st August, 2026 as the Record Date
for the purpose of determining the equity shareholders
of the Demerged Company who were entitled to receive
equity shares of the Resulting Company in accordance with
the Scheme. As no share warrants of the Company were
outstanding as on the Record Date, the warrant entitlement
prescribed under the Scheme was not applicable.

The Resulting Company is yet to make the allotment
of equity shares to the eligible shareholders of the
Company in accordance with the swap ratio prescribed
under the Scheme.

7. Dividend

No dividend has been recommended by the Board of
Directors for the Financial Year ended 31^st March, 2026.

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;
https://www.inoxgreen.com. The ‘Dividend Distribution
Policy' can be accessed at https://www.inoxgreen.com/
PDF/ann_13.pdf.

8. Transfer to Reserves

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

9. Transfer of amount to Investor Education and
Protection Fund

During the year, the Company was not required to transfer
any amount to the Investor Education and Protection Fund.

10. Directors and Key Managerial Personnel

During the year, there was no change in the composition
of the Board of Directors or Key Managerial Personnel
of the Company.

After the closure of the year, Shri Mukesh Manglik (DIN:
07001509) was re-appointed as a Whole time Director of the
Company for a further period of 2 (two) years w.e.f. 19^th May,
2026. His appointment was approved by the shareholders of
the Company by way of Postal Ballot on 10^th April, 2026.

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

Shri Manoj Dixit (DIN:06709232) is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and
being eligible has offered himself for re-appointment.

The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, in their meeting held on 7^th August, 2026 approved
the re-appointment of Shri Manoj Dixit (DIN: 06709232) as a
Whole-time Director of the Company, for a further period of 2
(two) years, liable to retire by rotation, w.e.f. 8^th October, 2026,
subject to the approval of the shareholders of the Company.
The approval of the Members of the Company for his re¬
appointment is being sought in the ensuing Annual General
Meeting of the Company

Necessary resolution 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.

11. 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, KMPs, 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;https://www.inoxgreen.
comand can be accessed at https://www.inoxgreen.
com/PDF/ann 8.pdf.

12. 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 Companies Act, 2013 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 confirms 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).

13. Familiarisation Programme for Independent
Directors

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

14. Performance Evaluation

Performance evaluation forms containing criteria for
evaluation of the Board as a whole, its Committees, Individual
Directors and the Chairperson of the Company were
circulated to all the Directors seeking feedback for the
Financial Year 2025-26.

The evaluation was carried out through a structured
process based on a comprehensive questionnaire covering
various aspects of the Board's functioning, including its
composition, effectiveness, governance practices and
contribution of individual Directors. The criteria for evaluation
were formulated by the Nomination and Remuneration
Committee, and the process also involved assessment by
the Independent Directors.

Based on the feedback received, the Nomination and
Remuneration Committee, at its Meeting held on 13^th February,
2026, noted that the performance of each of the Directors
was highly satisfactory and recommended continuation of
the terms of appointment of all Independent Directors.

The Board of Directors of the Company, at its Meeting held
on 13^th February, 2026, also evaluated and noted that the
performance of the Board, its Committees and Individual
Directors (including the Chairperson, CEO and Independent
Directors) was highly satisfactory.

15. Meetings of the Board

During the year, the Board met 5 (five) 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.

16. 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 Act:

i. in the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2026, 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 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 Companies
Act, 2013 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.

The Directors affirm their commitment to upholding strong
governance practices and ensuring long-term value creation
for all stakeholders of the Company.

17. 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. 7 and 38 to the Standalone Financial Statements
of the Company.

18. 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 the requirements of the

Listing Regulations. The said Policy is available on the
Company's website at the linkhttps://www.inoxgreen.com/
PDF/ann 11.pdf.

The Company follows a robust governance framework to
ensure that all Related Party Transactions are conducted in a
transparent manner and in the best interests of the Company,
and remains committed to maintaining high standards of
transparency and accountability.

As per the said Policy, all Related Party Transactions are
pre-approved by the Audit Committee and/or the Board
and the shareholders, wherever required, in accordance
with the provisions of the Companies Act, 2013 and the
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 with Related Parties were duly
approved by the Audit Committee and/or the Board and the
shareholders, wherever required, as per the provisions of
Section 177 and 188 of the Companies Act, 2013 read with
Rule 15 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 23 of the Listing Regulations.

All related party transactions entered into during the
Financial Year were in the ordinary course of business and on
an arm's length basis. Accordingly, disclosure in Form AOC-2
pursuant to Section 134(3)(h) of the Companies Act, 2013 is
not applicable and has not been annexed to this report.

The details of related party transactions are disclosed in Note
Nos.38 of the Standalone financial statement.

19. Deposits

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

20. 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 a part of 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;https://www.inoxgreen.com. The Company has

formulated a policy for determining material subsidiaries. The
said policy may be accessed on the website of the Company.

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.

21. Audit Committee and other Board Committees

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

During the year, all recommendations made by the Audit
Committee were accepted by the Board.

22. 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;https://
www.inoxgreen.com

23. Internal Financial Controls

The Company has in place adequate internal financial controls
commensurate with the size and nature of its operations. The
internal financial control framework comprises well-defined
policies, processes, and procedures designed to ensure
the orderly and efficient conduct of its business, including
adherence to company policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation
of reliable financial information.

These controls are periodically reviewed and tested by the
internal audit function, and the Audit Committee monitors
their adequacy and effectiveness. Based on such review, the
Board is of the opinion that the internal financial controls are
adequate and operating effectively.

24. 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
2025-26. 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.

25. Independent Auditors

The Members of the Company at their 11^th Annual General
Meeting (AGM) held on 29^th September, 2023 had approved
the 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 11^th AGM until the conclusion of 16^th AGM.

They have confirmed that they are not disqualified from
continuing as Auditors of the Company.

26. 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 2026-27 on a remuneration of H 1,60,000/-
(Rupees One Lakh Sixty 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 Member's 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 2024¬
25 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 2025-26.

27. 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. VAPN & Associates, Practising Company
Secretaries, New Delhi, a peer reviewed firm (Firm Registration
No. P2015DE045500 and Peer Review Certificate No.
975/2020) to conduct Secretarial Audit of the Company for
the Financial Year 2025-26.

The Secretarial Audit Report issued by M/s. VAPN &
Associates, in Form MR-3, for the Financial Year 2025¬
26 is annexed to this report as Annexure B. There are no
qualifications, reservations, adverse remarks or disclaimers
in their Secretarial Audit Report.

Further, in compliance of Regulation 24A of the Listing
Regulations, the Secretarial Audit Report of the Company's

unlisted material subsidiary, I-Fox Windtechnik India Private
Limited for the Financial Year 2025-26 is annexed to this
report as Annexure C.

28. 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. VAPN & Associates, Practising
Company Secretaries, New Delhi, a peer reviewed firm (Firm
Registration No.P2015DE045500 and Peer Review Certificate
No. 975/2020) 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 the approval
of the Members of the Company. The Members of the
Company approved their appointment as the Secretarial
Auditors at the 13^th Annual General Meeting held on 26^th
September 2025.

M/s. VAPN & Associates have confirmed that they are not
disqualified from being continuing as the Secretarial Auditors
of the Company in accordance with the applicable provisions
of the Companies Act, 2013 and the rules made thereunder.

29. Reporting of Frauds by Auditors

During the year, no instance of fraud has been 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 detail
is required to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.

30. Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year,
as stipulated under Regulation 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.

31. Corporate Governance Report

Pursuant to Regulation 34(3) read with Para C of Schedule V
of the Listing Regulations, the Corporate Governance Report
of the Company for the year under report is presented
in a separate Section forming part of this Annual Report.
Practicing Company Secretary's 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 the 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 had 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.

32. Business Responsibility and Sustainability
Report (BRSR)

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;https://www.inoxgreen.com.

The Environmental Social and Governance (ESG) Report of
the Company for the Financial Year 2025 -26, 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

33. 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;https://
www.inoxgreen.comand the same can be accessed at
https://www.inoxgreen.com/PDF/MGT-7 25-26.pdf .

34. 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.

35. 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.

36. Corporate Social Responsibility Activities

The Company's Corporate Social Responsibility (CSR)
philosophy focuses on contributing to sustainable and
inclusive growth, particularly in areas such as community
development, environment and social welfare. The Company
remains committed to undertaking responsible business
practices and aligning its operations with sustainable
development principles, thereby contributing to society in a
meaningful manner.

The CSR framework of the Company is guided by its objective
of contributing to inclusive and sustainable growth.

The CSR Committee, comprising Shri Mukesh Manglik,
Whole-time Director as Chairman, Shri Shailendra Tandon,
Non-Executive Non-Independent Director and Shri Brij Mohan
Bansal, Independent Director as members, provides strategic
direction and oversees the implementation of CSR initiatives
in line with the Company's policy and statutory requirements.

The CSR Policy of the Company is available on the Company's
website athttps://www.inoxgreen.comand can be accessed
at https://www.inoxgreen.com/PDF/IWISL%20-%20CSR%20
Committee%20Policy%2025.06.2021.pdf.

During the year, pursuant to the applicable provisions of the
Companies Act, 2013, the Company was required to spend
H 19.22 Lakhs towards Corporate Social Responsibility (CSR)
activities, based on the average net profits earned during the
immediately preceding three financial years.

The report on CSR activities of the Company for the
Financial Year ended 31^st March, 2026, as per the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, is annexed to this Report as Annexure G.

37. Safety, Health and Environment

The Company maintains a robust Safety, Health and
Environment (SHE) framework across its operations
and project sites, supported by internationally
recognised management systems and continuous
monitoring mechanisms.

The Company has established structured systems and
processes to ensure a safe and healthy working environment
and to minimize the environmental impact of its operations.
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 regularly monitored and appropriate
measures are implemented to ensure workplace safety and
well-being. The Company continues to maintain compliance
with applicable environmental and safety regulations.

38. Insurance

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

39. Risk Management

The Company has in place a comprehensive Enterprise
Risk Management (ERM) framework aligned with globally
recognized standards, including the COSO Enterprise Risk
Management framework. The framework is integrated
with the Company's strategy and business processes to
proactively identify, assess, monitor and mitigate risks.

Key risks faced by the Company include project execution
risks, supply chain dependencies, regulatory changes and
market dynamics. These risks are mitigated through robust
project monitoring mechanisms, vendor diversification
strategies, continuous evaluation of regulatory developments,
and prudent financial and operational management.

The Risk Management Committee oversees the
implementation of the risk management framework. In
the opinion of the Board, there are no material risks which
may threaten the existence of the Company. The Company
continues to build resilience by strengthening its internal
processes and governance mechanisms.

Risk management remains an integral part of the Company's
strategic decision-making process, enabling it to effectively
respond to emerging risks while also capitalising on potential
opportunities in a dynamic business environment.

40. Information under the Sexual Harassment 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, no complaint on sexual
harassment was received.

41. 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 for the Scheme of Demerger becoming effective on
4^th May 2026, as detailed in Para 6 above, there have been
no other material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the Financial Year to which the Financial
Statements relate and the date of this report.

42. 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.

43. 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:

i. There was no change in the nature of business of the
Company during the year.

ii. There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

iii. During the year, equity shares were allotted to
employees of the Company pursuant to the exercise
of vested stock options under the applicable Employee
Stock Option Scheme, as detailed in Para 3 above.

iv. During the year, there were no instances where voting
rights were exercised by trustees instead of employees

in respect of shares held under any employee
benefit scheme.

v. The Company does not have any joint ventures as on
31^st March, 2026;

vi. There were no applications pending under the
Insolvency and Bankruptcy Code, 2016 as on
31^st March, 2026.

vii. There are no instances of one-time settlement with any
banks or financial institutions.

viii. The Company has complied with the provisions
of the Maternity Benefit Act, 1961, as amended
from time to time.

44. Acknowledgement

The Board remains confident of the Company's long-term
prospects, supported by its operating capabilities, customer
relationships and favourable sector outlook.

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 Shailendra Tandon

Date: 7^th August, 2026 Whole-time Director Non-Executive Director

Place: Noida DIN: 06709232 DIN: 07986682