About Inox Wind Ltd

Inox Wind Limited (IWL), part of the INOX Group, is an integrated wind energy solutions provider and a pure-play renewable energy company with worth USD 8 billion as on 31 March 2023. It is amongst the fastest growing and one of the leading wind power solution providers in India. The Company was incorporated on April 09, 2009 and is engaged in the business of manufacture and sale of Wind Turbine Generators (WTGs) and also provides Erection, Procurement & Commissioning (EPC), Operations & Maintenance (O&M), wind farm development and Common Infrastructure Facilities services for WTGs and wind farm development services. The Company is a fully integrated wind energy player providing end-to-end turnkey solutions to customers from conception to commissioning to O&M. It has 4 state-of-the-art manufacturing plants at Rohika in Gujarat, Una in Himachal Pradesh and Barwani in Madhya Pradesh. The total manufacturing capacity is 1,600 MW of wind turbines spread across these three plants. The plants in Gujarat and Madhya Pradesh manufacture Blades & Tubular Towers, while Hubs & Nacelles are manufactured at the company's facility at Himachal Pradesh. The facility at Rohika currently has the capacity to manufacture 800 MW rotor blade sets and 300 MW towers per annum. The Barwani facility at Madhya Pradesh has the capacity to manufacture 800 MW rotor blade sets and 300 MW towers per annum. The Una facility can manufacture 1,100 MW Nacelles and Hubs. The Company has obtained ISO 9001:2008, ISO 14001:2004, OHSAS 18001 and ISO 3834 certification for management systems, pertaining to manufacturing, installation, the commissioning and O&M of wind turbines. The Company's capability to provide turnkey solutions to its customers makes it a preferred partner to wind farm developers and IPPs. The company has a state-of-the- art technology licensed from AMSC, a leading wind energy technology company, for exclusive manufacturing of 2 MW WTGs in India. It offers turnkey wind power solutions to its clients, which provides it with a competitive edge in the marketplace and is a key to its wind value chain. Inox Wind's Initial Public Offer (IPO) opened for subscription on 18 March 2015 and closed on 20 March, 2015, for the total size of 3,19,18,226 Equity Shares of face value of Rs 10 each, comprising of a fresh issue to the public of 2,19,18,226 Equity Shares and an Offer for Sale of 1,00,00,000 Equity Shares by Gujarat Fluorochemicals Limited, the Promoter Company. The shares were issued at a premium of Rs 315 per share. The IPO was oversubscribed by 18.57 times. The company's shares were listed on the bourses on 9 April 2015. During the financial year ended 31 March 2016, Inox Wind maintained momentum in the tender market, with orders bagged from IOCL, PTC India and GIPCL. During the year under review, the company signed an agreement with its technology partner AMSC to collaborate on development of 3 MW turbine in India. Simultaneously, Inox Wind signed another contract which secures it perpetual and exclusive rights from AMSC to manufacture 2 MW Electronic Control Systems in India. During the year under review, the company successfully launched high performance WTGs with 113 metre rotor diameter. During the year under review, the company commissioned a new manufacturing facility in Madhya Pradesh. During the financial year ended 31 March 2017, Inox Wind expanded its presence in Andhra Pradesh, Karnataka and Kerala. Solar Energy Corporation of India (SECI) concluded the first auction of 1,050 MW in February 2017, in which Inox Wind won 300 MW (29% market share). During the financial year ended 31 March 2018, Gujarat Fluorochemicals Limited, the Promoter of the Company and other Promoter Group entities, made an Offer for Sale ('OFS') through stock exchange mechanism and disinvested 2,35,61,331 equity shares of the company representing 10.62% of the total paid up equity share capital of the company. Accordingly, post OFS, the Promoter and Promoter Group's Shareholding in the Company reduced from 85.62% to 75% of the total equity share capital of the Company with effect from 22 March 2018. During the year 2018-19, the Company launched and implemented the power booster technology, leading to 6-8% improvement in energy output. In 2019, the Company incorporated a wholly- owned subsidiary namely Waft Energy Private Limited. The Company commissioned about 250 megawatts of SECI projects in 2020 and commissioned 262 MW including 250 MW of SECI-I projects and resumed fresh supplies of WTGs. In 2021, Company began its manufacturing operations at the newly established Bhuj Plant in Gujarat. It also commissioned 80 MW, including commissioning for Continuum, Renew Power and certain retail customers. In Port Blair, South Andaman, a project with a 22 MWp (DC) / 20 MW (AC) Solar PV Plant and a 16 MW / 8 MWh Battery Energy Storage System was commissioned in 2022. Further, Company also commissioned 112 MW power. It installed first 3.3 MW WTG in Gujarat. Company's first 390MW wind-solar hybrid power facility was commissioned in Rajasthan in 2022. In May 2023, the Company commissioned the 50 MW Nani Virani Special Purpose Vehicle (SPV). It launched 3.3 MW Wind Turbine Generator (WTG) platform.

Inox Wind Ltd Chairman Speech

Dear Shareholders,

At INOXGFL Group, we firmly believe in the value of sustainable growth. All our group companies, in their respective journeys, have strived to be value-accretive for all the stakeholders, be it our shareholders, creditors, vendors, employees or the communities in our areas of operations. Moving towards larger scales, our companies will remain steadfast in their growth strategies, and mindful of our stakeholders' expectations.

I am pleased to present the Annual Report of Inox Wind Limited for the financial year 2022-23. The current macro-environment has created several opportunities, while at the same time posing its own sets of challenges.

Countries around the world have adopted a stronger stance towards climate action plans. With dedicated policies and greater emphasis on minimising the carbon footprint, renewable energy is currently the primary means for leading energy transition efforts. India has been among the forefront when it comes to embracing renewable energy, ranking fourth globally with >125 GW of installed renewables capacity. It also has the fourth largest installed wind capacity globally, with a plan to add >100 GW over the next decade.

India's wind sector is poised for a decadal growth journey. Almost all of the policy issues which plagued the sector over the past few years have been resolved and is evident in the radical changes which the macro environment has witnessed over the past year. Wind power in India has several benefits, including but not limited to – 1) among the cheapest sources of clean power (lower than India's APPC), 2) large onshore potential, 3) fixed tariffs for 25 years, 4) domestic manufacturing capacity with limited forex outgo, 5) no subsidy support except for ISTS charges waiver applicable up to Jun'25.

At INOXGFL Group, we realise the immense potential of wind energy in India, given the medium-term 500 GW non-fossil fuel capacity target by 2030 and long-term Net Zero target for 2070, which the Government has declared. The 250 GW renewables bidding trajectory announced by the government over FY24-28, which includes at least 50GW of wind bids and 50 GW of hybrid/RTC bids, provides a clear mandate and the pathway towards the 500GW RE target for 2030. It further affirms the opportunities which the wind sector in India presents to participants. We believe that Inox Wind, on the back of the immense upcoming opportunities, will continue to be a key contributor providing sustainable and affordable energy solutions for the country.

IWL is ready for its next leg of growth with the Type Certificate for its new 3.3 MW WTG in place. IWL expects to start the supplies of the revolutionary new product shortly, and I believe this will result in substantial upscaling of execution leading to profitability for the company.

Over the past year, we've taken several strategic decisions in order to strengthen IWL's position and ready it to benefit from the macro tailwinds which are now in action. IWL's balance sheet has been significantly strengthened and deleveraged through capital infusion at various points of time by promoters as well as other long-term investors. Further, IWL's promoters were able to successfully raise ~ Rs 500 crores by way of equity share sale of IWL through block deals with long-term investors on the stock exchanges in August 2023, which was subsequently infused into IWL.

November 2022 saw the successful listing of Inox Green Energy Services Ltd., India's only pureplay O&M services company, on both the stock exchanges. The company, which is a stable annuity growth platform having long-term cash flow visibility, is positioned strongly to benefit from both organic growth opportunities through its synergistic relationship with IWL, and inorganic growth opportunities as well.

The approval of merger of IWEL with IWL was another key strategic announcement made over the past year.

Once completed, the merger will aid in simplifying the structure of INOXGFL group's renewables business segment and bringing about operational and administrative efficiencies.

Looking ahead, I believe Inox Wind is on course to witness substantial growth and deliver profitability, a much welcome change made possible due to all-round efforts of all our stakeholders.

I would like to express my sincere appreciation to the Board of Directors for their continued guidance. I would also commend our team's dedication and commitment to excellence. The invaluable trust of our shareholders as well as numerous stakeholders continues to be the guiding light in the journey of Inox Wind.

Thank you all for your continuous support.

Dear Shareholders,

It gives me immense pleasure to present to you the FY2022-23 annual report of Inox Wind. Your company stands today as one of the leading players in the Indian wind energy sector. Having faced several challenges over the past few years, I believe Inox Wind today is a substantially stronger and more resilient company, ready for a multi-year growth journey.

The accelerated deployment of renewable energy in India continues to uncover new opportunities for us on a large scale. The Indian government remains focused on ramping up renewable capacity in India to 500 GW by 2030. Honourable Prime Minister Shri Narendra Modi has been a strong advocate for sustainable growth through clean energy at all the global platforms. At COP26 of the UNFCCC held in Glasgow, United Kingdom in February 2022, India presented the following five nectar elements (Panchamrit) of India's climate action: 1) Reach 500 GW non-fossil energy capacity by 2030, 2) 50 per cent of its energy requirements from renewable energy by 2030, 3) reduction of total projected carbon emissions by one billion tonnes from now to 2030, 4) reduction of the carbon intensity of the economy by 45 per cent by 2030, over 2005 levels and, 5) achieving the target of net zero emissions by 2070. I believe this will form the base around which all our policies and strategies will be formulated over the course of the next decade and beyond.

In addition to the aforementioned targets, another major factor aiding the growth of the renewable energy industry in India is the power demand growth itself. Post-covid, India's power demand has witnessed tremendous growth. From the lows of around 120 GW during the covid period in 2020, India's peak power demand has almost doubled in 2023. Given the strong growth outlook for India over the next decade, affirmed by most global agencies, low per capita power consumption base, rapid urbanisation, electrification of the economy and other favourable factors, I believe that India will continue to witness robust growth in the demand for power over the next several years. Majority of this demand will be met through renewable capacity addition.

India's commitment towards its renewable energy targets have resulted in several policy and regulatory changes being implemented over the recent past. To facilitate faster capacity addition in the country's journey towards achieving 500 GW of RE capacity, the MNRE has already set a trajectory for the auction of 250 GW of capacity – 50 GW annually – from FY23-24 to FY27-28. This includes 10 GW plain vanilla wind power bids, and 10GW of hybrid/RTC bids, annually. Together with the state bids, C&I, retail demand and green hydrogen initiatives, it is anticipated that approximately 100 GW wind power capacity may be commissioned by the end of 2030. With the current wind capacity at 43 GW, this addition will take the total installed capacity of wind energy to >140 GW by 2030. Recently, the MNRE has also revised its auction process for wind energy projects to move from reverse auctions to closed bidding. However, irrespective of the bidding modalities, wind tariffs being discovered in the latest auctions are favourable for all the stakeholders – discoms, developers and OEMs.

The conducive macro environment provides a remarkable opportunity for existing players within the wind energy sector. At Inox Wind, we stand at the forefront to capitalise on these opportunities. We are witnessing increased interest for our WTGs, particularly from Public Sector Units (PSUs), Independent Power Producers (IPPs), Retail, and Commercial & Industrial (C&I) segments of the market, for both turnkey projects and equipment supply orders. This has helped us to significantly build our order book. As of 30th June 2023, our net order book stood at 1327 MW, aided by the addition of a 150MW follow-up order from NTPC and a 100MW order from ABEnergia Renewables in Q1FY24. The execution of these orders will result in substantial revenue growth for our company over the next few quarters, reinforcing our position in the wind OEM market.

Our newest product offering – 3.3 MW WTG – has received type certificate from TUV SUD, a global certification body based out of Germany. We are preparing to commence serial shipments of the WTG within FY24. Our 3.3MW WTG has been developed with globally renowned AMSC as the technology partner and features a 100 m tubular tower and 145 m rotor diameter. The turbine is built for Indian wind conditions. We already have orders in place for the new product and are in discussion with several customers for future orders as well. I believe this state-of-the-art new product offering will be the growth and profitability engine for IWL for the next several years.

One of the major focuses for the company over the past year has been to strengthen and deleverage its balance sheet. Through strategic infusion of capital at various points of time by promoters as well as other long-term investors, the company now stands at a much healthier position. Further, IWL's promoters were able to successfully raise ~ Rs 500 crores by way of equity share sale of IWL through block deals with long-term investors on the stock exchanges in August 2023, which was subsequently infused into IWL and utilized towards deleveraging.

I would also like to add here about another remarkable achievement during the year related to one of our subsidiaries, Inox Green Energy Services Limited (IGESL). In November 2022, we successfully listed our O&M subsidiary, a significant step towards monetising our O&M business, on the stock exchanges through IPO. The proceeds from the IPO were strategically utilised to reduce IWL's debt. Further, IGESL acquired 51% stake in I-Fox Windtechnik India Private Limited, an independent O&M service provider, resulting in IGESL acquiring third-party O&M servicing capabilities and enhancing its business scope beyond IWL's WTGs. IGESL's cumulative O&M portfolio stood at > 3.1 GW as of FY23-end. The company has robust plans for growth through both organic and inorganic means.

We have successfully commissioned the 50 MW Nani Virani SPV, which now presents a valuable opportunity to monetise the asset, leading to deleveraging and optimising the financial health of our wind business.

As a fully integrated player in the wind energy sector, we are driven by our robust manufacturing capabilities, common infrastructure ownership and development expertise, as well as our EPC and O&M service offerings. To deliver cutting-edge wind energy solutions, we are constantly focusing on technology adoption to live up to our commitment of offering best-in-class wind energy solutions to our customers.

To achieve our objectives and strengthen our position in the industry, we strive to foster an enabling working environment in our company. By offering multiple opportunities for professional growth and development, we intend to nurture a motivated and engaged workforce which plays a pivotal role in supporting our endeavours and shaping our future. I remain extremely thankful to each one of our employees for their resilience and determination to fulfil organisational objectives.

In closing, I would like to express my sincere gratitude to all our shareholders, clients and other stakeholders for their steadfast belief in our capabilities. Your trust and support inspire us to aim higher and accomplish new milestones.

To the Member(s) of

Inox Wind Limited

Your Directors take pleasure in presenting to you their Fourteenth Anual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year 2022-23 is highlighted below:

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

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2022-23 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 2022-23 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS

During the year under review, there was no change in the Authorised Share Capital of the Company. As on 31^st March, 2023, the Authorised Share Capital stood at H 1600,00,00,000 (Rupees Sixteen Hundred Crore only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of H 10 each totalling to H 500,00,00,000 (Rupees Five Hundred

Crore only) and 110,00,00,000 (One Hundred and Ten Crore) Preference Shares of H 10 each totalling to H 1100,00,00,000 (Rupees Eleven Hundred Crore only)

As on 1^st April, 2022, the Paid up Share Capital of the Company stood at H 1140,26,93,630 (Rupees One Thousand

One Hundred and Forty Crore Twenty Six Lakh Ninety Three Thousand Six Hundred Thirty only) divided into 22,19,18,226 (Twenty Two Crore Nineteen Lakh Eighteen Thousand Two Hundred and Twenty Six) Equity Shares of H 10 each totaling to H 221,91,82,260 (Rupees Two Hundred and Twenty One Crore Ninety One Lakh Eighty Two Thousand Two Hundred and Sixty only) and 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven) - 0.01% Non-Convertible, Non-Cumulative,

Participating, Redeemable Preference Shares of H 10 each totaling to H 918,35,11,370 (Rupees Nine Hundred and Eighteen Crore Thirty Five Lakh Eleven Thousand Three Hundred and Seventy only).

During the year under review, the Company issued and allotted the following securities on a preferential issue basis pursuant to the resolutions passed by the Board of Directors on 20^th April, 2022 and the Shareholders of the Company on 13^th May, 2022 and upon receipt of all requisite approvals including that of the stock exchanges:

i. 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven)

- 0.0001% Compulsorily Convertible Preference Shares of face value of H 10 each of the Company ("CCPS") to entities forming part of the ‘Promoter/ Promoter Group' of the Company, upon variation of the terms and nature of 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of H 10 each of the Company.

The CCPS holders carried a right to convert CCPS into equity shares at a price of H 126 (Rupees One Hundred and Twenty Six only) per equity share (inclusive of a premium of H 116 per equity share) from time to time, in one or more tranches, within a maximum period of 18 (Eighteen) months from the date of allotment of CCPS.

During the year under review, the entire 91,83,51,137 CCPS were converted into 7,28,85,009 (Seven Crore Twenty Eight Lakh Eighty Five Thousand and Nine) equity shares of the Company.

ii. 1,68,65,078 (One Crore Sixty Eight Lakh Sixty Five Thousand and Seventy Eight) equity shares were allotted at an issue price of H 126 (Rupees One Hundred and Twenty Six only) per equity share inclusive of a premium of H 116 (Rupees One Hundred and Sixteen only) per equity share, for an amount aggregating H 212,50,00,000 (Rupees Two Hundred and Twelve

Crore and Fifty Lakh only) to both ‘Promoter Group' entity and Non Promoters (Unrelated investors) for cash consideration.

iii. 1,43,93,939 (One Crore Forty Three Lakh Ninety Three Thousand Nine Hundred and Thirty Nine) Convertible Warrants were allotted upon upfront receipt of 25% of the Convertible Warrants subscription amount, at an issue price of H 132 (Rupees One Hundred and Thirty

Two only) per Convertible Warrant, with a right to the warrant holders to apply for and be allotted 1 (One) equity share of face value of H 10 each of the Company for each Convertible Warrant, aggregating upto H 190,00,00,000 (Rupees One Hundred and Ninety Crore only) to Non Promoters (Unrelated investors) for cash consideration, within a maximum period of

18 (Eighteen) months from the date of allotment of Warrants.

Out of 1,43,93,939 Convertible Warrants, 1,42,80,183 Convertible Warrants were convered into 1,42,80,183 (One Crore Forty Two Lakh Eighty Thousand One Hundred and Eighty Three) equity shares of the Company upon receipt of balance 75% of the Convertible Warrant subscription amount aggregating to H 141,37,38,117 (Rupees One Hundred and Forty One

Crore Thirty Seven Lakh Thirty Eight Thousand One Hundred and Seventeen only) and the subscription amount of 25% in relation to balance 1,13,756 Convertible Warrants which were not exercised/ tendered for conversion into equity shares at the completion of/ within the Extended Exercised Period was forfeited.

The aforesaid equity shares issued and allotted pursuant to the preferential issue were listed on the Stock Exchanges. iv. The Company allotted 60,00,00,000 - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of H 10/- each of the Company (NCPRPS) fully paid-up, at par, on private placement basis to entity forming part of the ‘Promoter/ Promoter Group' of the Company for cash consideration aggregating H 600,00,00,000 (Rupees

Six Hundred Crore only).

The Company has utilized the entire funds raised through the preferential issue and private placement of securities in line with the Objects of the Issue.

Post the above allotment of securities, the Paid up Share Capital of the Company as at 31^st March, 2023 stood at H 925,94,84,960 (Rupees Nine Hundred

Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only) divided into 32,59,48,496 (Thirty Two Crore Fifty Nine Lakh Forty Eight Thousand Four Hundred and Ninety Six) Equity Shares of H 10 each totaling to H 325,94,84,960 (Rupees Three Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only) and 60,00,00,000 (Sixty Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of H 10 each of the Company totaling to H 600,00,00,000 (Rupees Six Hundred Crore only).

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

4. DETAILS OF DEBENTURES

During the year under review, the Company made the following allotment of debentures on private placement basis which are listed on BSE:

• 990 - 9.75% Rated, Listed, Secured, Redeemable, Non-Convertible Debentures of H 10,00,000 (Rupees Ten Lakh only) each aggregating H 99,00,00,000 (Rupees Ninety Nine Crore only); and

• 750 Senior, Unsecured, Rated, Listed, Redeemable, Guaranteed, Principal Protected, Senior, Market-linked Non-Convertible Debentures of H 10,00,000 (Rupees Ten Lakh only) each aggregating H 75,00,00,000 (Rupees Seventy Five Crores only).

5. INITIAL PUBLIC OFFER BY INOX GREEN ENERGY SERVICES LIMITED

During the year, Inox Green Energy Services Limited (IGESL), a material subsidiary of the Company, successfully made an initial public offer of equity shares comprising of fresh issue of equity shares aggregating upto H 3,700 million ("Fresh

Issue") and an offer for sale of equity shares aggregating upto H 3,700 million by the Company ("Offer for Sale" and together with the Fresh Issue, "Offer") which opened for subscription on 11^th November, 2022 and closed on 15^th November, 2022 (for Anchor Investors, the Offer opened and closed on 10^th November, 2022). IGESL filed the Prospectus dated 17^th November, 2022 with the Registrar of Companies, Gujarat at Ahmedabad ("RoC") which was taken on record on 18^th November, 2022 by the RoC. In connection with the Offer, IGESL on 18^th November, 2022 made an allotment of 113,846,152 equity shares at an Offer price of H 65 per equity share, including a share premium of H 55 per Equity Share. While 56,923,076 equity shares were allotted under the Fresh Issue portion of the Offer, 56,923,076 equity shares held by the Company were transferred under the Offer for Sale portion of the Offer. Post the allotment of shares under IPO by IGESL, the shareholding of the Company in IGESL got reduced from 93.84% to 56.04%. The equity shares of IGESL got listed on BSE Limited and National Stock Exchange of India Limited with effect from 23^rd November, 2022.

6. SCHEME OF AMALGAMATION

As part of the strategic decision, the Board of Directors of the Company at its meeting held on 12^th June, 2023 considered and approved the Scheme of Arrangement which provides for amalgamation of Inox Wind Energy Limited ("IWEL"/ "Promoter & Holding Company"/ "Transferor Company") into Inox Wind Limited ("IWL"/ "Company"/"Transferee Company") ("Scheme") subject to various regulatory approvals and compliances including approvals from Stock Exchanges and jurisdictional National Company Law Tribunal, Chandigarh Bench. The Appointed Date for the Amalgamation is set as 1^st July, 2023.

Based on the reports of the independent valuers, the Board has approved swap ratios for the proposed amalgamation as below:

• 158 equity shares of face value of H 10 per share of IWL to be issued for every 10 equity shares of face value of H 10 per share of IWEL.

• 158 share warrants of IWL with an issue price of H 54 each to be issued for every 10 share warrants of IWEL with an issue price of H 847 each.

7. DIVIDEND

No dividend has been recommended by the Board of Directors for the Financial Year ended 31^st March, 2023.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy' and the same has been uploaded on the Company's website; www.inoxwind.com. The ‘Dividend Distribution Policy' can be accessed at https://www.inoxwind.com/ wp-content/uploads/2017/02/IWL%20-%20Dividend%20 Distribution%20Policy%20-%2021012017.pdf.

8. TRANSFER TO RESERVES

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

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

The Company on 27^th April, 2022 timely transferred an amount aggregating H 5,04,275 pertaining to the unclaimed share application money received for allotment of shares under the initial public offer of the Company in 2015 and due for refund along with interest accrued thereon to the Investor Education and Protection Fund ("IEPF") established by the Central Government.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, except as mentioned below, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Shri Vineet Valentine Davis (DIN: 06709239) was reappointed as a Whole-time Director of the Company for a period of 1 (one year) w.e.f. 19^th May, 2022. His reappointment as a Whole-time Director of the Company was approved by the Members of the Company in their 9^th Extra-Ordinary General Meeting held on 13^th May, 2022. He resigned from the office of Whole-time Director and Director of the Company w.e.f. 25^th November, 2022 due to personal reasons.

Shri Devansh Jain (DIN: 01819331) was re-appointed as a Whole-time Director of the Company for a period of 5 (five) years w.e.f. 1^st November, 2022. His re-appointment as a Whole-time Director of the Company was approved by the Members in their 13^th AGM held on 28^th September, 2022.

Shri Manoj Shambhu Dixit (DIN: 06709232) was appointed as an Additional Director and further as a Whole-time Director of the Company for a period of 2 (two) years w.e.f. 3^rd December, 2022. Simultaneously, he was designated as a Key Managerial Personnel of the Company. His appointment as a Director and Whole-time Director of the Company was approved by the Members of the Company through Postal Ballot on 21^st Januray, 2023.

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

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

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

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

The Nomination and Remuneration Policy has been uploaded on the Company's webite; www.inoxwind.com and can be accessed at https://www.inoxwind.com/wp-content/uploads/2014/11/Nomination__Remuneration_ Policy_IWL.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 Act and rules framed thereunder, the Independent Directors have registered themselves in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearing for the online proficiency self-assessment test.

The Board of Directors further 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 Board as a whole, Committees of the Board and Individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and Individual Directors for the Financial Year 2022-23. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 10^th February, 2023 noted that Annual Performance of each of the Directors is highly satisfactory and recommended to the Board to continue the terms of appointment of all the Independent Directors of the Company. The Board of Directors of the Company at its Meeting held on the same day evaluated and noted that the performance of Board, Committees of the Board and Individual Directors and Chairperson (including CEO and Independent Directors) is evaluated as highly satisfactory by this evaluation process.

15. MEETINGS OF THE BOARD

During the year under review, the Board met 8 (Eight) 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 Companies Act, 2013: i. in the preparation of the Annual Accounts for the financial year ended 31^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed and there are no departures from the same;

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

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

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

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

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

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. 8, 38 and 49 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 requirements the SEBI Listing Regulations. The said Policy is available on the Company's website at the link https://www.inoxwind.com/wp-content/ uploads/2022/08/Policy-on-RPT-IWL.pdf.

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

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

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 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; www.inoxwind.com. The Company has formulated a policy for determining material subsidiaries. The said policy may be accessed on the website of the Company.

During the year under review, Inox Green Energy Services Limited (IGESL), a subsidiary company, sold its entire equity shareholding held in its wholly owned subsidiaries, Special Purpose Vehicles, as detailed below, which successfully commissioned 50 MW each, out of the total 250 MW which it had successfully won under the Tranche 1 of Solar Energy Corporation of India Limited's (SECI -1) bids for wind power projects at Dayapar, Gujarat connected on the central grid:

• Wind Two Renergy Private Limited (‘WTRPL') to Torrent Power Limited, a part of Torrent Group, on 30^th July, 2022. Accordingly, WTRPL ceased to be a subsidiary of IGESL and in turn step down subsidiary of the Company w.e.f. 30^th July, 2022;

• Wind One Renergy Limited (‘WORL'), Wind Three Renergy Limited (‘WTRL') and Wind Five Renergy Limited (‘WFRL') to Adani Green Energy Limited, a part of Adani Group, on 7^th October, 2022. Accordingly, WORL, WTRL and WFRL ceased to be subsidiaries of IGESL and in turn step down subsidiaries of the Company w.e.f. 7^th October, 2022.

During the year under review, IGESL acquired a majority stake of 51% equity shares in the share capital of I-Fox Windtechnik India Private Limited (‘I-Fox'). Accordingly, I-Fox become a subsidiary of IGESL and in turn a step down subsidiary of the Company w.e.f. 24^th February, 2023.

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 and their roles, terms of reference etc. are included in the Corporate Governance Report which forms part of this Annual Report.

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; www.inoxwind.com.

23. INTERNAL FINANCIAL CONTROLS

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

24. INDEPENDENT AUDITOR'S REPORT

There are no reservations, qualifications, adverse remarks or disclaimers in the Independent Auditor's Report. 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 9^th AGM held on 12^th July, 2018 had appointed M/s. Dewan P. N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N) ("DPNC") as Independent Auditors of the Company to hold office from the conclusion of 9^th AGM until the conclusion of 14^th AGM.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at their Meeting held on 29^th July, 2023 recommended the re-appointment of DPNC as Independent Auditors of the Company for a second term of five consecutive years to hold office from the conclusion of the 14^th AGM till the conclusion of the 19^th AGM of the Company.

Accordingly, a resolution seeking Members' approval for the re-appointment of M/s. Dewan P.N. Chopra & Co. as the Independent Auditors of the Company has been included in the Notice convening the 14^th AGM.

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 2023-24 on a remuneration of H 2,00.000

(Rupees Two Lakhs only). As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Jain Sharma and Associates, Cost Auditors has been included in the Notice of the Annual General Meeting.

Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 2021-22 is as follows.

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. J.K. Gupta & Associates, Company Secretaries, New Delhi to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report given by M/s. J.K. Gupta

& Associates, in Form MR-3, for the Financial Year 2022-23 is annexed to this report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report except that there was instance of non-compliances of Regulations 33(3) (a), 52(4) and 54(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter and half year ended on 30^th September, 2022 which were not made within the stipulated time. The Company made the default good on 2^nd December, 2022 and also paid fine as levied by the Stock Exchanges.

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

28. REPORTING OF FRAUDS BY AUDITORS

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

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

30. CORPORATE GOVERNANCE REPORT

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

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

All the Board Members and Senior Management Personnel of the Company 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.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

32. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form MGT-7, is available on the Company's website; www.inoxwind.com and the same can be accessed at https://inoxwind.com/wp-content/ uploads/2023/08/Form_MGT_7_2023.pdf.

33. 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 D.

34. 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 E.

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.

35. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Devansh Jain and Shri Manoj Shambhu Dixit, Non Independent Directors and Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company; www.inoxwind.com which can be viewed at https://www.inoxwind.com/wp-content/uploads/2021/07/ CSR-Policy-amended-25062021.pdf. The report on CSR activities of the Company for the financial year ended 31^st March, 2023 as per Companies (Corporate Social Responsibility) Rules, 2014, as amended, is annexed to this Report as Annexure F.

36. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO 9001:2015 (Quality Management System). Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

37. INSURANCE

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

38. RISK MANAGEMENT

Pursuant to the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan of the Company.

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

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

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

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

40. 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

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report except as mentioned in Para 6 above.

41. 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.

42. OTHER DISCLOSURES

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

i. Issue of equity shares with differential rights as to dividend, voting or otherwise; ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iii. The Company does not have any joint venture.

iv. During the year under review, no case was admitted against the Company under Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016).

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

43. ACKNOWLEDGEMENT

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