About Adani Green Energy Ltd

Adani Green Energy Limited is among the largest renewable energy businesses in India with a current project portfolio of 20,434 MW. The Adani Group has been promoted by the visionary industrialist Mr. Gautam Adani in 1988 as a commodity trading business, the flagship company being Adani Enterprises Limited (previously Adani Exports Limited). Headquartered in Ahmedabad, India, Adani Group comprises the largest and fastest-growing portfolio of diversified businesses in India with interests in Logistics (seaports, airports, logistics, shipping and rail), Power Generation, Transmission & Distribution, Integrated Resource Management, Renewable Energy, Gas & Infrastructure, Agro (commodities, edible oil, food products, cold storage and grain silos), Solar Manufacturing, Real Estate, Public Transport Infrastructure, Defence & Aerospace, Mining Services, Copper, Petrochemicals, Data Centre and other sectors. Apart from this, it establishes, builds, develops, operates and maintains utility- scale grid connected solar power, wind power, hybrid projects and solar parks. The Company has expanded its presence across 11 Indian States with the help of long-term Power Purchase Agreements (PPAs) with Central and State Government entities. It has 5,410 MW operational projects and 15,024 MW under construction. Presently, the Company has installed capacity of 12 MW at Lahori to augment renewable power supply in Madhya Pradesh. It sells power generated from 12 MW wind power project under long term Power Purchase Agreement (PPA) and is engaged in renewable power generation and purchase/ sale of other ancillary goods. Adani Green Energy was incorporated on 23 January 2015 as a subsidiary of Adani Enterprises Limited (AEL) with an objective of dealing in any kind of power or electrical energy using coal, lignite, petroleum products or any other substances, wind energy, solar energy, renewable energy, wave energy, tidal energy, hydro energy, thermal energy or any other form of energy and any products or byproducts derived from any such business of energy and to set up power plants, wind turbines, power stations, hydel power station, solar energy systems, renewable energy systems or any other facility to generate power. The first accounting period of the company was from 23 January 2015 to 31 March 2016. The paid up share capital of the company increased from Rs. 5 lacs to Rs. 160 crore during the period under review. During the period under review, Adani Green Energy signed contract with Inox Wind Limited for setting up of wind power project of 20 MW capacity at Lahori, Madhya Pradesh. Out of this, 12 MW capacity has achieved commercial operation as on 31 March 2016. The company also won 50 MW Solar Power bid in the state of Jharkhand from JREDA under Jharkhand State Solar Power Policy 2015. During the period under review, Adani Green Energy's subsidiary company Adani Renewable Energy Park Limited entered into Joint Venture Agreement with Government of Rajasthan and formed a Joint Venture Company under the name 'Adani Renewable Energy Park (Rajasthan) Limited' with equity ratio of 50:50. During the year ended 31 March 2017, Adani Properties Private Limited transferred 9,36,31,650 Equity Shares of Rs. 10/- each held by it in Adani Green Energy to Universal Trade and Investments Limited. On 20 December 2017, Adani Green Energy disposed off 50,000 Equity Shares of Zemira Renewable Energy Limited (Zemira) (erstwhile known as Adani Wind Energy (AP) Limited) constituting 100% of paid-up share capital of Zemira. Accordingly, Zemira ceased to be subsidiary of the company. On 22 March 2018, Adani Green Energy acquired 49% of Equity Shares of Kodangal Solar Parks Private Limited (KSPPL). Accordingly, KSPPL became a joint venture of the company. The National Company Law Tribunal, bench at, Ahmedabad had, vide its order dated 16 February 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited (AEL) and Adani Green Energy Limited (AGEL) and their respective shareholders and creditors (the Scheme). The Scheme, with effect from 1 April 2018, inter alia, provides for transfer and vesting of Renewable Power Undertaking of AEL to AGEL. As per the Scheme, 100% investment of AEL into Equity Shares of Prayatna Developers Private Limited (PDPL) was transferred to AGEL with effect from the appointed date i.e. 1 April 2018. Accordingly, PDPL became wholly-owned subsidiary of AGEL with effect from 1 April 2018. The company had 15 (direct and indirect) subsidiaries and 1 joint venture as on 31 March 2018. Upon the Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective shareholders and creditors, coming into effect from 01 April 2018, the Company had issued 761 Equity Shares of Rs 10/- each to shareholders of Adani Enterprises Limited against every 1,000 Equity Shares held by them. Accordingly, 64,96,89,000 Equity Shares held by Adani Enterprises Limited in the Company alongwith its nominees were cancelled and 83,69,55,473 Equity Shares were issued by the Company on 08 April 2018. The Equity Shares of the company got listed on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai on 18 June 2018. The Company had 39 (direct and indirect) subsidiaries and 1 Joint Venture as on 31 March 2019. The Company has entered into a Joint Venture Agreement dated 03 April 2020 with Total Solar Singapore Pte Ltd ('Total'), to record the terms and conditions for (i) regulating the operation and management of the JV Company; (ii) governing the relationship between the Company and Total; (iii) certain rights and obligations of the Company and Total in relation to the JV Company. The JV Company owns 2,148 MW operational Solar Power Project. The Company and Total, both, own 50% shareholding of the JV Company. The Company refinanced its 648 MW Kamuthi Solar PV project from Power Finance Corporation in FY 2019-20, refinancing its operational solar portfolio. The company had 74 (direct and indirect) subsidiaries and 1 Joint Venture as on 31 March 2020. The company added 925 MW operational capacity in FY21 despite pandemic. In FY21, AGEL commissioned 100 MW solar plant in Rajasthan, 250 MW solar plant in Gujarat, 125 MW solar plant in Uttar Pradesh and 100 MW wind plant in Gujarat.In FY21, AGEL completed acquisition of 205 MW solar plants from Essel Group, 75 MW solar plants from Sterling & Wilson, 50 MW solar plants from SkyPower Global, 20 MW solar plant from Hindustan Power projects. The company had 116 (direct and indirect) subsidiaries, associates and 1 Joint Venture as on 31 March 2021. In FY'21, It acquired 23.5% stake in India's leading airports - Mumbai airport. The Company acquired 100% holdings of SB Energy Holdings Limited in FY'21. In December 2021, Company signed the world's largest renewables power purchase agreement for 4.67GW capacity as part of the record-breaking 8GW solar generation in SECI's first manufacturing-linked solar tender. It engaged in the largest acquisition in India's renewable energy space when it acquired SB Energy's ~5 GW portfolio for USD 3.5 billion. It enhanced the availability of probable project land parcels to 2,00,000 hectares as of now. As of March 31, 2022, Company operated 5.4 GW of renewable assets and was implementing ~15 GW projects, creating a locked-in portfolio of ~20.4 GW. In FY'22, Company invested in India's largest Bi-Facial & Tracker-based solar project; it was the first to use string inverters, enhancing energy stability. It commissioned India's first hybrid energy park, which reconciles solar and wind renewable energy infrastructure within the same location, strengthening Return on Land and empowering to generate power through all 24 hours. It increased the largest energy generation capacity of ~3 GW; It signed ~6 GW of power purchase agreements out of 8 GW of manufacturing-linked solar projects, the world's largest PPA. It mobilized US $750 million through a bond issuance for setting a global benchmark. It acquired of Softbank's 5 GW renewable energy portfolio. It commenced operations of Bravus mine in Australia. It took over operations of the Guwahati, Jaipur and Thiruvananthapuram airports and acquired of MIAL and NMIAL. During FY 2021-22, it acquired the 4.9 GW of renewable portfolio of Softbank and Bharti Group. This acquisition helped leapfrog its aggregate capacity, empowering AGEL to achieve 25 GW capacity target for 2025 ahead of schedule. It commissioned the Khavda Land project and tied up to accommodate 15 GW renewable projects in Khavda (Gujarat). The Company also secured land needs for its 45 GW ambition by 2030. It acquired Mumbai and Navi Mumbai airports. The Adani Wilmar Limited IPO subscribed 17x. Its combined Group market capitalisation exceeded USD 200 billion. It added 1,940 MW operational capacity in FY 2021-22 (greenfield commissioning 200 MW and inorganic addition 1,740 MW). It forged long-term contracts with Bloomberg Tier-1 rated solar equipment manufacturers and wind turbine generators, reconciling customized solutions and timely project completion. It signed the world's largest PPA with SECI to supply ~6 GW of renewable energy. During the year 2022-23, Company acquired 100% equity share capital of three entities, Wind One Renergy Limited, Wind Three Renergy Limited and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each housing 50 MW operational wind power projects. AGEL added a massive 2,676 MW renewable capacity to its operational fleet in FY 2022-23, which includes 2,140 MW solar-wind hybrid plants in Rajasthan, 325 MW wind power plant in Madhya Pradesh and 212 MW solar power plants in Rajasthan. AGEL signed PPAs for 450 MW wind projects and 650 MW solar projects with SECI in FY 2022-23 further strengthening the firm project pipeline. Adani Green Energy S L Limited was incorporated as a wholly owned subsidiary of the Company effective from April 21, 2022.

Adani Green Energy Ltd Chairman Speech

Optimism comes from Resilience. Resilience comes from Belief. Belief is Optimism

To say the world is in uncharted waters would be an understatement,

The adverse impact of a mix of the pandemic, armed conflict and climate change has exposed the fragility of the global system that we had largely considered as having competently learned how to manage itself. It has now dawned on governments across the world that the implications of this multidimensional crisis are hard to predict, may complicate further and that signs of its damaging effects - uncontrolled inflation, disrupted food supplies, increased human displacement, exposed healthcare machinery, stalled education levels and faltering job creation ecosystems - are evident and testing the resilience of every nation.

Resilience is defined as the characteristic that makes it possible to rebound into shape; it is the ability to withstand crises; it is the ability to face uncertainties with curiosity and optimism. This capacity to rebound is becoming harder to model or predict as the crises drivers are becoming harder to anticipate and increasingly intermingled. While there is always room for debate, there can be no denying that, looking back, India has emerged far better in its handling of the Covid-19 crisis from the humanitarian and economic perspectives than most developed economies. India has been able to take a mature approach to the ongoing conflict and has been one of the most aggressive nations in terms of establishing a renewable energy target for itself; while doing all of this, India has also emerged as the fastest growing major economy.

The overarching takeaway is that despite global instability, India has fared better than almost any other major nation. While there were situations over the past 24 months when it appeared that events were getting out of control, we must give credit where credit is due - India was able to bounce back each time, a testimony to our nation's resilience. In my view, utopian as some may call it, India's resilience comes from its historic culture that has been shaped across thousands of years - a model of co-existence that actually works and the philosophy of 'vasudhaiva kutumbakam', which means that the world is one family.

A culture of resilience

It is India's inherent resilience that provides our nation its underlying optimism. My belief in our nation has never been higher. To use a cricketing analogy, we are now playing on one of the strongest home grounds and on one of the firmest pitches that has ever existed. This pitch is expected to remain firm for several decades. Optimism comes from resilience. Resilience comes from belief. And belief is optimism.

In our case, it is this resilience, optimism and belief that drives us. The primary reason for the success of the Adani Group comes from our alignment with the India growth story. Never have we shied from investing in India, never have we slowed our investments, and never have we feared to enter adjacent sectors - our resilience comes from this unshakeable belief and confidence in the aspirations of our fellow Indians and the future of India.

During the journey of more than 25 years, there were uncharted waters we entered and multidimensional crises that we faced. While we may have stumbled a few times, we were always able to get back on our feet. Our ability to rise after every stumble meant we grew bigger and stronger by drawing on our experience. It is these experiences that have enriched us with resilience and laid the foundation of our optimism.

At a fundamental level, our strategy is linked to the strategy of the nation. Over the past decades, we have always believed in the policies announced by the Government, have continued to invest through all economic cycles, watched for emerging sectors critical for the country's growth and entered new sectors with a confidence in our learning and operating abilities. We have grown adjacency by adjacency without getting hung up on textbook business models. We have built infrastructure anticipating a far larger and greater India; this confidence has paid dividends.

The sum of these investments of the past empowered us to address the present crisis and set us up stronger to handle any new crisis in the future. It is this future that unfolded over the period 2021-22. This was a year when we announced ourselves to the world. In 2021-22, our confidence in our ability was validated. Our belief in our past defines our ability to believe in our future, translating into the big bets that we make.

Preparing to go 'green'

The best recent evidence for our confidence and belief in the future has been the USD 70 billion investment we announced in facilitating India's 'green' transition. We are already one of the world's largest developers of solar power. Our strength in renewables will empower us enormously in our effort to make 'green' hydrogen, the fuel of the future; it will equip us to produce the least expensive 'green' electron and the least expensive hydrogen. We are leading the race to transform India from a country that is over-reliant on imported oil and gas to a country that can become a net exporter of clean energy. This would be a 'never- done-before' transformation in fortunes in a stunningly short period of time across the largest scale. This transformation will help reshape India's energy footprint in an extraordinary way.

While we are now a major global renewable energy player, we made remarkable progress in several other industries. In one stroke, we have become the largest airport operator in India. Around the airports where we operate, we are engaged in the adjacent business of building aerotropolises and creating localised community-based economic centres. We have made entries in sectors ranging from data centres, super apps and industrial clouds to defence and aerospace, metals and materials - all aligned with the Government's vision of an Atmanirbhar Bharat.

We continue to grow as builders of India's infrastructure, winning some of the largest road contracts in the nation and growing our already substantial market share in businesses like ports, logistics, transmission and distribution, city gas and piped natural gas. The successful IPO of Adani Wilmar made us the largest FMCG company in the country and we are now the second largest cement manufacturer in India. This year, our combined Group market capitalisation exceeded USD 200 billion. We raised billions of dollars from the international markets - a validation of confidence in the India and Adani growth stories. This growth and success have been recognised around the world. Foreign governments now come to us with proposals to work in their geographies and help build their infrastructure. The result is that in 2022 we laid the foundation to seek a broader expansion beyond India's boundaries.

Robust results, record numbers

The growth in our market capitalisation has been supported by a robust and sustained growth in our cash flows. Our focus on operational excellence and accretive capacity addition delivered, across our portfolio, an EBITDA growth of 26%. Portfolio EBITDA stood at H42,623 crore. This growth was diversified and reflected across our businesses, the results speaking for themselves.

Group highlights

• Our Utilities portfolio grew 26%

• Our Transport and Logistics portfolio grew 19%

• Our FMCG portfolio grew 34%; and

• Our Incubator business, represented by AEL, grew 45%

The high growth of our incubator AEL provides the group with a robust foundation for the continued development of new businesses for yet another big decade. AELs unique business model has no parallel and we intend to leverage this further.

Segment highlights

AGEL

• Adani Green Energy Limited added 1,940 MW operational capacity in FY 2021-22 (greenfield commissioning 200 MW and inorganic addition 1,740 MW)

• Adani Green Energy Limited's solar capacity utilisation factor (CUF) improved 130 bps YoY to 23.8% and wind CUF improved 400 bps YoY to 30.8% in FY 2021-22

ATL

• Adani Transmission Limited added 1,104 ckm to its network, reaching 18,795 ckm, and sold a record 7,972 million units during the year.

APSEZ

• Adani Ports and Special Economic Zone Limited cargo volume grew 26% to 312 MMT in FY 2021-22; the journey from 200 MMT to 300 MMT in cargo volume was achieved in the record time of just three years.

• Adani Ports and Special Economic Zone Limited also handled record container volume of 8.2 million TEUs, a growth of 14%

ATGL

• Adani Total Gas Limited added 117 CNG stations, 556 commercial, 154 industrial and 85,840 domestic customers, a combined volume of 697 MMSCM (CNG+PNG)

Strategic highlights

• Adani Green Energy Limited completed the acquisition of Softbank's 5 GW renewable energy portfolio

• Adani Enterprises Limited commenced operations of its Bravus mine in Australia.

• Adani Enterprises Limited took over operations of the Guwahati, Jaipur and Thiruvananthapuram airports and completed the acquisitions of MIAL and NMIAL.

While we can look back and feel content, we are only now gathering momentum, What we have built over two decades is India's largest integrated infrastructure business based on a rapid extension into adjacent businesses. The result is that this is now being transformed into an integrated 'platform of platforms' that combines energy with logistics. This is moving us closer to an unprecedented access to the Indian consumer, I know of no company that has such a business model with potential access to an unlimited B2B and B2C market for the next several decades.

A landmark year

It is here that I also want to take a moment to reflect on 2022 as a year with special personal meanings, It represents the 100th birth anniversary of my inspiring and role model father Shri Shantilal Adani, and my 60th birthday, To mark this milestone, the Adani family came together and decided to contribute H60,000 crore towards charitable activities related to healthcare, education and skill development, especially for rural India, These three areas should be seen holistically, rather than separately, because they collectively form the drivers for an equitable and future-ready India.

We have an opportunity in India to decisively lift tens of millions of people permanently out of poverty, We owe it to ourselves and our country to do everything we can to catalyse that process, Our experience in large project planning and execution and the learnings from the ongoing work done by the Adani Foundation will help us uniquely accelerate and implement these programmes across societies that need them the most.

The road ahead

Getting back to the theme of optimism as a driving force for a society, Martin Seligman, often referred to as the 'father of positive psychology', wrote in the Harvard Business Review that he came to his insights into the power of optimism 'the long, hard way, through many years of research on failure and helplessness,' Essentially, he discovered over several years of studies, that resilient people develop the courage of interpreting setbacks as temporary, local and changeable, A quote attributed to Winston Churchill echoes Seligman's findings on resilience, "Success is not final," Churchill is supposed to have said, -failure is not fatal: it is the courage to continue that counts".

The reason I have always been inspired by writing and thinking around resilience is because as an entrepreneur, my philosophy has always been to keep trying.

I am an incurable optimist, My optimism is founded on my belief in our ability to create a better future, This is why I always argue that India has become one of the greatest countries in which to be an entrepreneur, The prospects and potential for the future are dazzlingly bright, In India, I see a real relish to finally reclaim our former economic stature and our position as a pivotal force in global affairs, There will be bumps along the road, as has been the case in the past, and is expected to be the case in the future, However, there cannot be any doubt that the largest middle-class that will ever exist, augmented by an increase in the working age and consuming population share, will have a positive impact on India's growth rates, much in line with the demographic dividend that India enjoys.

I have no reason to believe that over the next two decades we will not suitably address this challenge, It is a virtuous cycle that is driven by the growth in the middle-class population and India today enjoys the world's firmest pitch on which to bat.

Adani Green Energy Ltd Company History

Adani Green Energy Limited is among the largest renewable energy businesses in India with a current project portfolio of 20,434 MW. The Adani Group has been promoted by the visionary industrialist Mr. Gautam Adani in 1988 as a commodity trading business, the flagship company being Adani Enterprises Limited (previously Adani Exports Limited). Headquartered in Ahmedabad, India, Adani Group comprises the largest and fastest-growing portfolio of diversified businesses in India with interests in Logistics (seaports, airports, logistics, shipping and rail), Power Generation, Transmission & Distribution, Integrated Resource Management, Renewable Energy, Gas & Infrastructure, Agro (commodities, edible oil, food products, cold storage and grain silos), Solar Manufacturing, Real Estate, Public Transport Infrastructure, Defence & Aerospace, Mining Services, Copper, Petrochemicals, Data Centre and other sectors. Apart from this, it establishes, builds, develops, operates and maintains utility- scale grid connected solar power, wind power, hybrid projects and solar parks. The Company has expanded its presence across 11 Indian States with the help of long-term Power Purchase Agreements (PPAs) with Central and State Government entities. It has 5,410 MW operational projects and 15,024 MW under construction. Presently, the Company has installed capacity of 12 MW at Lahori to augment renewable power supply in Madhya Pradesh. It sells power generated from 12 MW wind power project under long term Power Purchase Agreement (PPA) and is engaged in renewable power generation and purchase/ sale of other ancillary goods. Adani Green Energy was incorporated on 23 January 2015 as a subsidiary of Adani Enterprises Limited (AEL) with an objective of dealing in any kind of power or electrical energy using coal, lignite, petroleum products or any other substances, wind energy, solar energy, renewable energy, wave energy, tidal energy, hydro energy, thermal energy or any other form of energy and any products or byproducts derived from any such business of energy and to set up power plants, wind turbines, power stations, hydel power station, solar energy systems, renewable energy systems or any other facility to generate power. The first accounting period of the company was from 23 January 2015 to 31 March 2016. The paid up share capital of the company increased from Rs. 5 lacs to Rs. 160 crore during the period under review. During the period under review, Adani Green Energy signed contract with Inox Wind Limited for setting up of wind power project of 20 MW capacity at Lahori, Madhya Pradesh. Out of this, 12 MW capacity has achieved commercial operation as on 31 March 2016. The company also won 50 MW Solar Power bid in the state of Jharkhand from JREDA under Jharkhand State Solar Power Policy 2015. During the period under review, Adani Green Energy's subsidiary company Adani Renewable Energy Park Limited entered into Joint Venture Agreement with Government of Rajasthan and formed a Joint Venture Company under the name 'Adani Renewable Energy Park (Rajasthan) Limited' with equity ratio of 50:50. During the year ended 31 March 2017, Adani Properties Private Limited transferred 9,36,31,650 Equity Shares of Rs. 10/- each held by it in Adani Green Energy to Universal Trade and Investments Limited. On 20 December 2017, Adani Green Energy disposed off 50,000 Equity Shares of Zemira Renewable Energy Limited (Zemira) (erstwhile known as Adani Wind Energy (AP) Limited) constituting 100% of paid-up share capital of Zemira. Accordingly, Zemira ceased to be subsidiary of the company. On 22 March 2018, Adani Green Energy acquired 49% of Equity Shares of Kodangal Solar Parks Private Limited (KSPPL). Accordingly, KSPPL became a joint venture of the company. The National Company Law Tribunal, bench at, Ahmedabad had, vide its order dated 16 February 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited (AEL) and Adani Green Energy Limited (AGEL) and their respective shareholders and creditors (the Scheme). The Scheme, with effect from 1 April 2018, inter alia, provides for transfer and vesting of Renewable Power Undertaking of AEL to AGEL. As per the Scheme, 100% investment of AEL into Equity Shares of Prayatna Developers Private Limited (PDPL) was transferred to AGEL with effect from the appointed date i.e. 1 April 2018. Accordingly, PDPL became wholly-owned subsidiary of AGEL with effect from 1 April 2018. The company had 15 (direct and indirect) subsidiaries and 1 joint venture as on 31 March 2018. Upon the Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective shareholders and creditors, coming into effect from 01 April 2018, the Company had issued 761 Equity Shares of Rs 10/- each to shareholders of Adani Enterprises Limited against every 1,000 Equity Shares held by them. Accordingly, 64,96,89,000 Equity Shares held by Adani Enterprises Limited in the Company alongwith its nominees were cancelled and 83,69,55,473 Equity Shares were issued by the Company on 08 April 2018. The Equity Shares of the company got listed on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai on 18 June 2018. The Company had 39 (direct and indirect) subsidiaries and 1 Joint Venture as on 31 March 2019. The Company has entered into a Joint Venture Agreement dated 03 April 2020 with Total Solar Singapore Pte Ltd ('Total'), to record the terms and conditions for (i) regulating the operation and management of the JV Company; (ii) governing the relationship between the Company and Total; (iii) certain rights and obligations of the Company and Total in relation to the JV Company. The JV Company owns 2,148 MW operational Solar Power Project. The Company and Total, both, own 50% shareholding of the JV Company. The Company refinanced its 648 MW Kamuthi Solar PV project from Power Finance Corporation in FY 2019-20, refinancing its operational solar portfolio. The company had 74 (direct and indirect) subsidiaries and 1 Joint Venture as on 31 March 2020. The company added 925 MW operational capacity in FY21 despite pandemic. In FY21, AGEL commissioned 100 MW solar plant in Rajasthan, 250 MW solar plant in Gujarat, 125 MW solar plant in Uttar Pradesh and 100 MW wind plant in Gujarat.In FY21, AGEL completed acquisition of 205 MW solar plants from Essel Group, 75 MW solar plants from Sterling & Wilson, 50 MW solar plants from SkyPower Global, 20 MW solar plant from Hindustan Power projects. The company had 116 (direct and indirect) subsidiaries, associates and 1 Joint Venture as on 31 March 2021. In FY'21, It acquired 23.5% stake in India's leading airports - Mumbai airport. The Company acquired 100% holdings of SB Energy Holdings Limited in FY'21. In December 2021, Company signed the world's largest renewables power purchase agreement for 4.67GW capacity as part of the record-breaking 8GW solar generation in SECI's first manufacturing-linked solar tender. It engaged in the largest acquisition in India's renewable energy space when it acquired SB Energy's ~5 GW portfolio for USD 3.5 billion. It enhanced the availability of probable project land parcels to 2,00,000 hectares as of now. As of March 31, 2022, Company operated 5.4 GW of renewable assets and was implementing ~15 GW projects, creating a locked-in portfolio of ~20.4 GW. In FY'22, Company invested in India's largest Bi-Facial & Tracker-based solar project; it was the first to use string inverters, enhancing energy stability. It commissioned India's first hybrid energy park, which reconciles solar and wind renewable energy infrastructure within the same location, strengthening Return on Land and empowering to generate power through all 24 hours. It increased the largest energy generation capacity of ~3 GW; It signed ~6 GW of power purchase agreements out of 8 GW of manufacturing-linked solar projects, the world's largest PPA. It mobilized US $750 million through a bond issuance for setting a global benchmark. It acquired of Softbank's 5 GW renewable energy portfolio. It commenced operations of Bravus mine in Australia. It took over operations of the Guwahati, Jaipur and Thiruvananthapuram airports and acquired of MIAL and NMIAL. During FY 2021-22, it acquired the 4.9 GW of renewable portfolio of Softbank and Bharti Group. This acquisition helped leapfrog its aggregate capacity, empowering AGEL to achieve 25 GW capacity target for 2025 ahead of schedule. It commissioned the Khavda Land project and tied up to accommodate 15 GW renewable projects in Khavda (Gujarat). The Company also secured land needs for its 45 GW ambition by 2030. It acquired Mumbai and Navi Mumbai airports. The Adani Wilmar Limited IPO subscribed 17x. Its combined Group market capitalisation exceeded USD 200 billion. It added 1,940 MW operational capacity in FY 2021-22 (greenfield commissioning 200 MW and inorganic addition 1,740 MW). It forged long-term contracts with Bloomberg Tier-1 rated solar equipment manufacturers and wind turbine generators, reconciling customized solutions and timely project completion. It signed the world's largest PPA with SECI to supply ~6 GW of renewable energy. During the year 2022-23, Company acquired 100% equity share capital of three entities, Wind One Renergy Limited, Wind Three Renergy Limited and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each housing 50 MW operational wind power projects. AGEL added a massive 2,676 MW renewable capacity to its operational fleet in FY 2022-23, which includes 2,140 MW solar-wind hybrid plants in Rajasthan, 325 MW wind power plant in Madhya Pradesh and 212 MW solar power plants in Rajasthan. AGEL signed PPAs for 450 MW wind projects and 650 MW solar projects with SECI in FY 2022-23 further strengthening the firm project pipeline. Adani Green Energy S L Limited was incorporated as a wholly owned subsidiary of the Company effective from April 21, 2022.

Adani Green Energy Ltd Directors Reports

Your Directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2023 (FY 2022-23).

The Audited Financial Statements of your Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(H in Crore)

1. There are no material changes and commitments affecting the financial position of your Company, have occurred between the end of the financial year and the date of this report.

2. Further, there has been no change in nature of business of your Company.

Your Company has recorded revenue from operations to the tune of Rs. 7,792 Crore during the financial year

2022-23 (FY 2022-23) compared to Rs. 5,133 Crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs. 5,772 Crore compared to Rs. 3,954 Crore in the previous year.

Net profit for the FY 2022-23 isH973 Crore as compared to Rs. 489 Crore in the previous financial year.

Earnings per share stood at Rs. 5.41 on face value of Rs. 0/- each.

Adani Green Energy Limited (AGEL / Company), is the renewable energy platform of Adani Portfolio. Your Company has one of the world's largest renewable portfolios, with locked-in growth of 20.4 GW across operational, under-construction, awarded and acquired assets, catering to investment-grade counterparties. Your Company develops, builds, owns, operates, and maintains utility-scale grid-connected solar and wind farm projects. AGEL is focused on decarbonization of power generation and is helping India meet its sustainability goals. Mercom Capital, the US-based think tank has ranked Adani Group as the #1 global solar power generation asset owner. AGEL has also been awarded as Global Sponsor of the Year by Project Finance International (PFI) recognizing AGEL as a key driver of energy transition.

• Operational capacity increases by 49% YoY to 8,086 MW

• Sale of Energy increases by 58% YoY at 14,880 million units in FY23 vs. 9,426 million units in FY22

• Solar portfolio CUF at 24.7% with 90 bps improvement YoY backed by 99.6% plant availability

• Wind portfolio CUF at 25.2% with 560 bps reduction YoY. The reduction is primarily due to one-off disruption in transmission line (force majeure) for 150 MW plant at Gujarat, which has now been restored fully

• Hybrid portfolio CUF at 35.5% backed by 99.1% plant availability

Your Company has recorded revenue from operations to the tune of Rs. 7,629 Crore during the FY 2022-23 compared to Rs. 0,672 Crore in the corresponding previous financial year.

Net loss for the FY 2022-23 is Rs. 328 Crore as compared to loss of Rs. 57 Crore in the previous financial year.

Earnings per share stood at Rs. (2.47) on face value of Rs. 0/- each.

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on May 03, 2022, your Company has issued 2,00,18,198 equity shares of the face value of Rs. 0 each, at a price of Rs. ,923.25 per equity share (at a premium of Rs. ,913.25 per equity share), aggregating to ~H3,850 Crore to Green Energy Investment Holding RSC Limited, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 156,40,14,280 Equity Shares of Rs. 0/- each to 158,40,32,478 Equity Shares of Rs. 0/- each. There was no Change in Authorised Share Capital of the Company.

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not accept any deposit during the year under review.

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

During the year under review, your Company has successfully completed the acquisition of 100% equity share capital of three entities namely, Wind One Renergy Limited, Wind Three Renergy Limited and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each housing 50 MW operational wind power projects.

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided as part of the notes to consolidated financial statements.

During the year under review, following changes have taken place in subsidiaries and joint ventures:

1. Adani Renewable Energy Thirty Five Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

2. Adani Renewable Energy Thirty Six Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

3. Adani Renewable Energy Thirty Seven Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

4. Adani Renewable Energy Forty Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

5. Adani Renewable Energy Forty One Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

6. Adani Renewable Energy Forty Two Limited (Wholly-owned subsidiary of Adani Renewable

Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

7. Adani Renewable Energy Forty Three Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

8. Adani Renewable Energy Forty Four Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

9. Adani Renewable Energy Forty Five Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

10. Adani Renewable Energy Forty Seven Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

11. Adani Renewable Energy Forty Eight Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

12. Adani Renewable Energy Forty Nine Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

13. Adani Green Energy SL Limited (Wholly-owned subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned subsidiary of the Company)

1. Adani Green Energy Thirty Limited (which was Wholly-owned subsidiary of Adani Green Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

1. Adani Eight Limited (formerly known as SBE Eight Limited)

2. Adani Eight A Limited (formerly known as SBE Eight A Limited)

3. Adani Eleven Limited (formerly known as SBE Eleven Limited)

4. Adani Eleven A Limited (formerly known as SBE Eleven A Limited)

5. Adani Twelve Limited (formerly known as SBE Twelve Limited)

6. Adani Twelve A Limited (formerly known as SBE Twelve A Limited)

7. Adani Fourteen Limited (formerly known as SBE Fourteen Limited)

8. Adani Fourteen A Limited (formerly known as SBE Fourteen A Limited)

9. Adani Eighteen Limited (formerly known as SBE Eighteen Limited)

10. Adani Eighteen A Limited (formerly known as SBE Eighteen A Limited)

11. Adani Nineteen Limited (formerly known as SBE Nineteen Limited)

12. Adani Nineteen A Limited (formerly known as SBE Nineteen A Limited)

13. Adani Twenty Limited (formerly known as SBE Twenty Limited)

14. Adani Twenty A Limited(formerly known as SBE Twenty A Limited)

15. Adani Twenty One Limited (formerly known as SBE Twenty One Limited)

16. Adani Twenty One A Limited (formerly known as SBE Twenty One A Limited)

17. Adani Eight A Holdings Limited (formerly known as SBE Eight A Holdings Limited)

18. Adani Eleven A Holdings Limited (formerly known as SBE Eleven A Holdings Limited)

19. Adani Twelve A Holdings Limited (formerly known as SBE Twelve A Holdings Limited)

20. Adani Fourteen A Holdings Limited (formerly known as SBE Fourteen A Holdings Limited)

21. Adani Eighteen A Holdings Limited (formerly known as SBE Eighteen A Holdings Limited)

22. Adani Nineteen A Holdings Limited (formerly known as SBE Nineteen A Holdings Limited)

23. Adani Twenty A Holdings Limited (formerly known as SBE Twenty A Holdings Limited)

24. Adani Twenty One A Holdings Limited (formerly known as SBE Twenty One A Holdings Limited)

25. Adani Twenty Two Limited (formerly known as SBE Twenty Two Limited)

26. Adani Twenty Three Limited (formerly known as SBE Twenty Three Limited)

27. Adani Twenty Four Limited (formerly known as SBE Twenty Four Limited)

28. Adani Twenty Five Limited (formerly known as SBE Twenty Five Limited)

29. Adani Twenty Six Limited (formerly known as SBE Twenty Six Limited)

30. Adani Twenty Seven Limited (formerly known as SBE Twenty Seven Limited)

31. Adani Twenty Eight Limited (formerly known as SBE Twenty Eight Limited)

32. Adani Twenty Nine Limited (formerly known as SBE Twenty Nine Limited)

33. Adani Thirty Limited (formerly known as SBE Thirty Limited)

34. Adani Thirty One Limited (formerly known as SBE Thirty One Limited)

35. Adani Thirty Two Limited (formerly known as SBE Thirty Two Limited)

36. Adani Thirty Three Limited (formerly known as SBE Thirty Three Limited)

37. Adani Thirty Four Limited (formerly known as SBE Thirty Four Limited)

38. Adani Thirty Five Limited (formerly known as SBE Thirty Five Limited)

39. Adani Thirty Six Limited (formerly known as SBE Thirty Six Limited)

40. Adani Cleantech Limited (formerly known as SBG Cleantech Limited)

41. Adani Energy Eight Limited (formerly known as SB Energy Eight Limited)

42. Adani Eleven Holdings Limited (Formerly known as SBE Eleven Holdings Limited)

43. Adani Twelve Holdings Limited (formerly known as SBE Twelve Holdings Limited)

44. Adani Fourteen Holdings Limited (formerly known as SBE Fourteen Holdings Limited)

45. Adani Eighteen Holdings Limited (formerly known as SBE Eighteen Holdings Limited)

46. Adani Nineteen Holdings Limited (formerly known as SBE Nineteen Holdings Limited)

47. Adani Twenty Holdings Limited (formerly known as SBE Twenty Holdings Limited)

48. Adani Twenty One Holdings Limited (formerly known as SBE Twenty One Holdings Limited)

49. Adani Twenty Two Holdings Limited (formerly known as SBE Twenty Two Holdings Limited)

50. Adani Twenty Three Holdings Limited (formerly known as SBE Twenty Three Holdings Limited)

51. Adani Twenty Four Holdings Limited (formerly known as SBE Twenty Four Holdings Limited)

52. Adani Twenty Five Holdings Limited (formerly known as SBE Twenty Five Holdings Limited)

53. Adani Twenty Six Holdings Limited (formerly known as SBE Twenty Six Holdings Limited)

54. Adani Twenty Seven Holdings Limited (formerly known as SBE Twenty Seven Holdings Limited)

55. Adani Twenty Eight Holdings Limited (formerly known as SBE Twenty Eight Holdings Limited)

56. Adani Twenty Nine Holdings Limited (formerly known as SBE Twenty Nine Holdings Limited)

57. Adani Thirty Holdings Limited (formerly known as SBE Thirty Holdings Limited)

58. Adani Thirty One Holdings Limited (formerly known as SBE Thirty One Holdings Limited)

59. Adani Thirty Two Holdings Limited (formerly known as SBE Thirty Two Holdings Limited)

60. Adani Thirty Three Holdings Limited (formerly known as SBE Thirty Three Holdings Limited)

61. Adani Thirty Four Holdings Limited (formerly known as SBE Thirty Four Holdings Limited)

62. Adani Thirty Five Holdings Limited (formerly known as SBE Thirty Five Holdings Limited)

63. Adani Thirty Six Holdings Limited (formerly known as SBE Thirty Six Holdings Limited)

64. Adani Energy Investments P.L.C. (formerly known as SB Energy Investments P.L.C.)

65. Adani Wind Two Limited (formerly known as SBE Wind Two Limited)

66. Adani Wind Three Limited (formerly known as SBE Wind Three Limited)

67. Adani Energy Investments II Ltd (formerly known as SB Energy Investments II Ltd)

Further, during the year under review, Adani Renewable Energy Holding Two Limited, a Wholly Owned subsidiary of the Company has entered into binding term sheet for acquisition of 50% equity interest in Essel Saurya Urja Company of Rajasthan Limited, housing 750 MW solar park in the state of Rajasthan.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www. adanigreenenergy.com).

Your Company has formulated a policy for determining Material subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

As of March 31, 2023, your Company's Board had nine members comprising of two Non-Executive and Non-Independent Directors, two Executive Directors, one Non-Executive and Nominee Director and four Independent Directors. As at March 31, 2023, the Board had two woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Sagar R. Adani (DIN: 07626229) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

- Mr. Kaushal Shah resigned from being a Chief

Financial Officer and Key Managerial Personnel of the Company and Mr. Phuntsok Wangyal was appointed as the new Chief Financial Officer, with effect from November 11, 2022.

- Mrs. Ahlem Friga-Noy (DIN: 09652701), was appointed as an Additional Director of the Company, with effect from July 27, 2022, by the Board. Her appointment was regularized in the Extra-ordinary General meeting held on October 26, 2022.

- Mr. Sandeep Singhi (DIN: 01211070) resigned as an Independent Director with effect from November 10, 2022, due to prioritization of his responsibilities.

- Mr. Sunil Mehta (DIN: 00065343) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from November 10, 2022. His appointment was regularised with approval of shareholders through postal ballot, approved on January 20, 2023. Subsequently, Mr. Mehta resigned as Director of the Company effective from February 24, 2023, on account of conflict of interest aroused of his appointment as Chairman of IndusInd Bank Limited.

Subsequent to closure of the year under review, Dr. Poornima Advani (DIN: 02626450), ceased to be Director of the Company effective from April 01, 2023, on account of her sad demise. Dr. Poornima Advani's unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to her family.

Mr. Sagar R. Adani (DIN: 07626229), was appointed as an Executive Director of the Company for a period of 5 years effective from October 31, 2018. His term of appointment as an Executive Director is set to expire on October 30, 2023. However, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, re-appointed him for further period of 5 years effective October 31, 2023, subject to approval of the shareholders of the Company. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.

Mr. Vneet S. Jaain (DIN: 00053906), was appointed as Managing Director & Chief Executive Officer of the

Company from July 10, 2020. However, upon change in organizational role, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, approved change in his designation from

Managing Director and Chief Executive Officer of the

Company to Managing Director effective from May 11, 2023. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.

In order to drive the determined plans of the Company to become the largest renewables Company in the world and in view of change in the role of Mr. Vneet S. Jaain, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, appointed

Mr. Amit Singh as Chief Executive Officer and Key

Managerial Personnel of the Company.

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Pursuant to provision of Section 203 of the Act, Mr. Vneet S. Jaain, Managing Director, Mr. Sagar R. Adani, Executive Director, Mr. Phuntsok Wangyal, Chief

Financial Officer and Mr. Pragnesh Darji, Company Secretary are Key Managerial Personnels of the Company as on March 31, 2023.

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Independent Directors met on March 31, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience

& competencies, performance of specific duties

& obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two separate meetings for familiarization of the Directors on different aspects.

Your Company's Policy on Directors' appointment and remuneration and other matters (Remuneration Policy) pursuant to in Section 178(3) of the Act is available on the website of the Company at https://www.adanigreenenergy.com/Investors/ Corporate-Governance The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors.

Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Pursuant to Section 134

(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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 FY 2022-23 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual financial statements on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Integrated Annual Report.

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report.

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at: https://www.adanigreenenergy.com/Investors/ Corporate-Governance.

The Annual Report on CSR activities is annexed and forms part of this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board.

Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company

Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto.

The Code of Conduct, is available on the website of your Company at: https://www.adanigreenenergy.com/investors/ corporate-governance

The Company has provided the Integrated Report, which encompasses both financial and non-financial information to enable the stakeholders to take well informed decisions and have a better understanding of the Company's long-term perspective.

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report in the previous financial year and continues to provide so for the year ended March 31, 2023, forms part of this Integrated Annual Report.

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link: https://www.adanigreenenergy.com/-/media/Project/ GreenEnergy/Investor-Downloads/Annual-Return/FY-23.pdf

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the financial year were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company's website and can be assessed using the link: https://www.adanigreenenergy.com/investors/ corporate-governance

Neither the Chairman nor the Managing Director & CEO of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

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

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by theRegulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. Change in the nature of business of your Company.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the Banks or Financial Institutions.

8. Revision of financial statements and Directors'Report of your Company

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General

Meeting (AGM) of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as StatutoryAuditors of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on July 27, 2022.

The Notes to the financial statements referred in theAuditors' Report are self-explanatory. The Auditors'

Report is enclosed with the financial statements in this Integrated Annual Report. The Auditors' modified opinion has been appropriately dealt with in Note No. 50 (Consolidated Financial Statements) and Note no. 52 (Standalone Financial Statements) and doesn't require any further comments under section 134 of the Act.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

Your Company had 2,912 employees (on consolidated basis) as of March 31, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by a senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. To encourage such members to report any concerns and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system and has provided toll-free helpline numbers across the locations where it is having presence. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at: https://www.adanigreenenergy.com/Investors/ Corporate-Governance.

During the year under review, your Company had not received any complaint under the whistle blower policy.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere

FINANCIAL STATEMENTS

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors to the Directors' Report

Adani Green Energy Ltd Company Background

Adani Green Energy Ltd Company Management

Adani Green Energy Ltd Listing Information

Adani Green Energy Ltd Finished Product