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, NonCumulative, 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%20Policv%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. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long-term growth and success of the Company.

The Nomination and Remuneration Policy has been uploaded on the Company's 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 ANDSUSTAINABILITY 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.

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;