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

1. FINANCIAL PERFORMANCE

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

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

2. CONSOLIDATED FINANCIAL STATEMENTS

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

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

the Annual General Meeting for approval of the Members
of the Company.

3. SHARE CAPITAL, CONVERTIBLE SECURITIES
AND WARRANTS

Authorised Share Capital

As on 1^st April, 2024, the Authorised Share Capital stood at
H 600 Crore divided into:

• 40 Crore Equity Shares of H 10/- each totalling to
H 400 Crore; and

• 20 Crore Preference Shares of H10/- each totalling
to H 200 Crore.

During the year under review, the Authorised Share Capital
of the Company was increased pursuant to the approval
accorded by the Shareholders of the Company in their 25^th
Extra-ordinary General Meeting held on 18^th July, 2024 from
H 600 Crore to H 700 Crore divided as under, by creation of
an additional 10 Crore Equity Shares of H 10/- each totalling
to H 100 Crore:

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

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

As on 31^st March, 2025, the Authorised Share Capital
remained the same.

Paid-up Share Capital

As on 1^st April, 2024, the Paid-up Share Capital of the Company
stood at H 493,60,60,000 (Rupees Four Hundred Ninety Three
Crore Sixty Lakh and Sixty Thousand only) divided into:

• 29,36,06,000 (Twenty Nine Crore Thirty Six Lakh and
Six Thousand) Equity Shares of H 10/- each totalling to
H 293,60,60,000/- (Rupees Two Hundred and Ninety
Three Crore Sixty Lakh Sixty Thousand only); and

• 20,00,00,000 (Twenty Crore) - 0.01% Compulsory
Convertible Preference Shares (CCPS) of H 10/-
each totaling to H 200,00,00,000 (Rupees Two
Hundred Crore only).

Paid-up Share Capital of the Company on fully diluted basis
as on 1^st April, 2024 stood at H 335,27,26,660/- (Rupees Three
Hundred Thirty Five Crore Twenty Seven Lakh Twenty Six
Thousand Six Hundred and Sixty only).

Preferential Issue

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

i. 2,89,85,503 (Two Crore Eighty Nine Lakh Eighty Five
Thousand Five Hundred and Three) equity shares of
face value of H10/- each at a price of H 138/- (Rupees
One Hundred and Thirty Eight only) per equity share
inclusive of premium of H128/- (Rupees One Hundred
and Twenty Eight only) per equity share, for cash
consideration aggregating upto H 400 Crore (Rupees
Four Hundred Crore only) to ‘Non-Promoter' entities; and

ii. 4,48,27,582 (Four Crore Forty Eight Lakh Twenty
Seven Thousand Five Hundred and Eighty Two)
Convertible Warrants, upon upfront receipt of 25% of
the Convertible Warrant subscription amount, at an
issue price of H 145/- (Rupees One Hundred and Forty
Five only) per Convertible Warrant inclusive of premium
of H 135/- (Rupees One Hundred and Thirty Five only)
per Convertible Warrant, for cash consideration
aggregating upto H 650 Crore (Rupees Six Hundred and
Fifty Crore only) to both ‘Promoter' and ‘Non-Promoter'
entities, with a right to the warrant holders to apply for
and be allotted 1 (One) equity share of face value of H
10/- each of the Company, from time to time, in one or

more tranches within a period of 18 (eighteen months)
from the date of allotment.

Further, the Company on 2^nd August, 2024 also allotted
4,16,66,666 equity shares of face value of H 10/- each upon
conversion of entire 20,00,00,000 (Twenty Crore) 0.001%
Compulsory Convertible Preference Shares of face value of
H 10/- each at a price of H 48/- (Rupees Forty Eight only) per
equity share (inclusive of a premium of H 38/- (Rupees Thirty
Eight only) per equity share) to Promoter of the Company.

Further, the Company on 5^th October, 2024, allotted 27,58,620
(Twenty Seven Lakh Fifty Eight Thousand Six Hundred and
Twenty) equity shares of face value of H 10/- each of the
company to the warrant holders, upon their request for
conversion and upon receipt of the 75% balance amount
aggregating H 30 Crore.

As of 31^st March 2025, the Company has utilised H 421.17 Crore
out of the H 592.50 crore received, with H 171.33 Crore pending
utilisation. The funds raised through the preferential issue
have been utilised in line with the stated Objects of the Issue.

Post the above allotments, the Paid-up Equity Share Capital of
the Company as on 31^st March, 2025 and upto the date of this
report, stands at H 367,01,67,890/- (Rupees Three Hundred
and Sixty Seven Crore One Lakh Sixty Seven Thousand Eight
Hundred and Ninety only) and on fully diluted basis stands
at H 409,08,57,510/- (Rupees Four Hundred and Nine Crore
Eight Lakh Fifty Seven Thousand Five Hundred and Ten only).

4. EMPLOYEE STOCK OPTION SCHEME

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

The Scheme provided for the grant of upto 29,00,000 (Twenty
Nine Lakh) options in one or more tranches, from time to
time, which are exercisable into not more than 29,00,000/-
(Twenty Nine Lakh) equity shares of face value of H 10/- (Ten)
each, fully paid up, for present and future grants, subject to
adjustment with regards to various corporate actions like
bonus etc. which the Company may come out with.

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

There has been no material change in the Scheme post
its implementation. The Scheme is in compliance of SEBI
SBEBSE Regulations. A certificate issued by M/s. VAPN
& Associates, Practicing Company Secretaries, Delhi,
Secretarial Auditors of the Company confirming that the
Scheme has been implemented in accordance with SEBI
SBEBSE Regulations and in accordance with the resolution
passed by the members of the Company, is available for
inspection at the following link https://www.inoxgreen.com/
PDF/ESOP-Compliance-Certificate-IGESL FY%2024-25%20
(D.pdf

The disclosures required to be made in terms of Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014
and as per Regulation 14 of the SEBI SBEBSE Regulations, to
the extent applicable, are available on the Company's website
at https://www.inoxgreen.com/PDF/IGESL Regulation%20
14%20of%20SEBI%20(SBEBSE)%20Regulations,%202021.pdf

5. DETAILS OF DEBENTURES

During the year under review, 750 Senior, Unsecured,
Rated, Listed, Redeemable, Guaranteed, Principal Protected,
Market-linked Non- Convertible Debentures of H 10,00,000
(Rupees Ten Lakh only) each [ISIN: INE510W08035; Scrip
Code: 974224] which were allotted on 20^th September, 2022,
for cash consideration at par, amounting to H75 Crore were
fully redeemed on 19^th September, 2024. As a result, these
debentures have been extinguished.

As on date, the Company has no outstanding debentures.

6. SCHEME OF DEMERGER

As a part of a strategic decision, the Board of Directors of
the Company at its meeting held on 13^th November, 2024,
considered and approved the Scheme of Arrangement
between Inox Green Energy Services Limited (“IGESL”
or “Demerged Company” or “the Company”) and Inox
Renewable Solutions Limited (formerly known as Resco
Global Wind Services Private Limited) (“IRSL” or “Resulting
Company”) and their respective shareholders (the ‘Scheme'),
which provides for the demerger of the Power Evacuation
Business of the Company into the Resulting Company. The
Scheme is, inter-alia, subject to receipt of approval from
shareholders and creditors of the companies involved and
approval of statutory and regulatory authorities, including
approvals from Stock Exchanges, the Jurisdictional National
Company Law Tribunal, Ahmedabad Bench ("NCLT"). The
appointed date for the scheme would be 1^st October, 2024 or

such other date as may be approved by the Hon'ble NCLT or
the Board of Directors.

The swap ratio for the proposed demerger is as under:

• 122 equity shares (face value of H 10/- per share) of IRSL
to be issued for every 1,000 equity shares (face value of
H 10/- per share) of the Company

• 122 share warrants of IRSL with an issue price of H 205/-
each to be issued for every 1,000 share warrants of the
Company with an issue price of H 145/- each.

Consequently, upon this Scheme coming into effect, the
Company shall, without any further act or deed, issue
and substitute the existing share warrants issued by the
Company with the new share warrants convertible into
equity shares of the Company, to every warrant holder of the
Company, which are outstanding as on the Specified Date in
the following ratio:

• 1,000 share warrants of the Company with an issue
price of H 120/ each to be issued and substituted for
every 1,000 share warrants of the Company with an
issue price of H 145/- each.

The company had received 'No adverse observation/ No
objection' from the Stock Exchanges i.e. BSE and NSE, both
on 18^th July, 2025 to the proposed Scheme of Arrangement
and is in the process of filing first motion application
before the NCLT.

7. DIVIDEND

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

In accordance with Regulation 43A of the Listing Regulations,
the Company has formulated a ‘Dividend Distribution Policy'
and the same has been uploaded on the Company's website;
www.inoxgreen.com. The ‘Dividend Distribution Policy' can be
accessed at https://www.inoxgreen.com/PDF/ann_13.pdf.

8. TRANSFER TO RESERVES

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

9. TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND

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

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 Sanjeev Jain (DIN:00023409) was appointed as
an Additional Director to hold office as an Independent
Director on the Board of the Company for an initial term of
3 (three) consecutive years with effect from 1^st April, 2024.
His appointment was approved by the shareholders of the
Company through a Postal Ballot concluded on 5^th May, 2024.

Shri Mukesh Manglik (DIN: 07001509) was re-appointed as
a Whole time Director of the Company for a further period
1 (one) year w.e.f. 19^th May, 2024. His appointment was
approved by the shareholders of the Company by way of
Postal Ballot on 20^th June, 2024.

Shri Manoj Dixit (DIN: 06709232) was re-appointed as a
Whole-time Director of the Company, for a further period
of 2 (two) years, liable to retire by rotation, w.e.f. 8^th October,
2024. His appointment was approved by the shareholders
of the Company in their 12^th Annual General Meeting of the
Company held on 27^th September, 2024.

Shri Venkatanarayanan Sankaranarayanan (DIN: 01184654)
ceased to be an Independent Director of the Company
with effect from 21^st October, 2024, upon the successful
completion of his second term of 5 years. The Board places on
record its deep appreciation for his exceptional contribution
in advising and guiding the Company during his tenures.

Shri Brij Mohan Bansal (DIN: 00261063) was appointed as an
Additional Director to hold office as an Independent Director
on the Board of the Company for an initial term of 3 (three)
consecutive years with effect from 21^st October, 2024. His
appointment was approved by the shareholders of the
Company by way of Postal Ballot on 9^th January, 2025.

Subsequent to the closure of the year under review, Shri
Mukesh Manglik (DIN: 07001509) was re-appointed as a
Whole-time Director of the Company for a further period of 1
(one) year with effect from 19^th May, 2025. His re-appointment
was approved by the shareholders of the Company through
a Postal Ballot concluded on 17^th April, 2025.

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

Shri Shailendra Tandon (DIN: 07986682) is liable to retire
by rotation at the ensuing Annual General Meeting of
the Company and being eligible has offered himself for
re-appointment.

Necessary resolution in respect of Director(s) seeking
appointment/ re-appointment and their brief resume

pursuant to Regulation 36(3) of Listing Regulations and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India are provided in the Notice of the Annual
General Meeting forming part of this Annual Report.

11. NOMINATION AND REMUNERATION POLICY

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

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

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

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

The Nomination and Remuneration Policy has been uploaded
on the Company's website; www.inoxgreen.com and can be
accessed at https://inoxgreen.com/PDF/ann_8.pdf

12. DECLARATION OF INDEPENDENCE

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

In terms of Section 150 of the Companies Act, 2013 and
rules framed thereunder, the Independent Directors have
registered themselves in the databank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs (IICA) and they are exempted from appearing for the
online proficiency self-assessment test.

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

13. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

14. PERFORMANCE EVALUATION

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

15. MEETINGS OF THE BOARD

During the year under review, the Board met 6 (six) times and
details of Board Meetings held are given in the Corporate
Governance Report. The intervening gap between the two
Meetings was within the time limit prescribed under Section
173 of the Companies Act, 2013 and Regulation 17 of the
Listing Regulations.

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

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

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

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

iii. the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of this Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

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

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

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

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 and 39 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 Listing Regulations.
The said Policy is available on the Company's website at the
link https://www.inoxgreen.com/PDF/ann 11.pdf

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

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

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

19. DEPOSITS

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

20. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

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

During the year under review, the Company divested/
sold the following wholly owned subsidiaries as part of a
strategic decision:

(i) Inox Clean Energy Limited (formerly known as
Nani Virani Wind Energy Private Limited) w.e.f. 29^th
November, 2024;

(ii) Inox Neo Energies Private Limited (formerly known
as Aliento Wind Energy Private Limited) w.e.f. 30^th
November, 2024;

(iii) Flurry Wind Energy Private Limited and Flutter Wind
Energy Private Limited, both w.e.f. 6^th December, 2024.

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.inoxgreen.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 Reports on the
Financial Statements of the Company for the Financial Year
2024-25. The notes forming part of the accounts are self¬
explanatory and do not call for any further clarifications
under Section 134(3)(f) of the Companies Act, 2013.

25. INDEPENDENT AUDITORS

The Members of the Company at their 11^th Annual General
Meeting (AGM) held on 29^th September, 2023 had approved
the re-appointment of M/s. Dewan P. N. Chopra & Co.,
Chartered Accountants (Firm Registration No. 000472N)
(“DPNC”) as Independent Auditors of the Company for a
second term of 5 (five) consecutive years to hold office from
the conclusion of 11^th AGM until the conclusion of 16^th AGM.

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

26. COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, the
cost audit records maintained by the Company are required
to be audited by a Cost Accountant in practice who shall
be appointed by the Board. In view of the above, the Board
of Directors, based on the recommendation of the Audit
Committee, re-appointed M/s. Jain Sharma and Associates,
Cost Accountants (Firm Registration No. 000270) as Cost
Auditors of the Company for conducting the Cost Audit for
the Financial Year 2025-26 on a remuneration of H 1,60,000/-
(Rupees One Lakh Sixty Thousand only). As required under
the referred Section of the Companies Act, 2013 and relevant
Rules, the remuneration payable to the Cost Auditor is
required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a resolution
seeking Member's ratification for the remuneration payable
to M/s. Jain Sharma and Associates, Cost Auditors has been
included in the Notice of the Annual General Meeting.

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

There were no reservations, qualifications, adverse
remarks or disclaimers in the Cost Auditor's Report for the
financial year 2024-25.

27. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. VAPN & Associates, Practising Company
Secretaries, New Delhi, a peer reviewed firm (Firm
Registration No.P2015DE045500 and Peer Review Certificate
No. 975/2020) to conduct Secretarial Audit of the Company
for the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. VAPN &
Associates, in Form MR-3, for the Financial Year 2024¬
25 is annexed to this report as Annexure B. There are no
qualifications, reservations, adverse remarks or disclaimers
in their Secretarial Audit Report.

Further, in compliance of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of the Company's
unlisted material subsidiary, I-Fox Windtechnik India Private
Limited for the Financial Year 2024-25 is annexed to this
report as Annexure C.

28. SECRETARIAL AUDITORS

In compliance with Regulation 24A of the Listing Regulations
and Section 204 of the Companies Act, 2013, the Board
at its meeting held on 14^th August, 2025, based on
recommendation of the Audit Committee, has approved
the appointment of M/s. VAPN & Associates, Practising
Company Secretaries, New Delhi, a peer reviewed firm (Firm

Registration No.P2015DE045500 and Peer Review Certificate
No. 975/2020) as Secretarial Auditors of the Company for a
first term of 5 (five) consecutive years from Financial Year
2025-26 to Financial Year 2029-30, subject to approval of
the Members at the ensuing Annual General Meeting. A
resolution seeking members' approval for their appointment
has been included in the AGM Notice.

29. REPORTING OF FRAUDS BY AUDITORS

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

30. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

31. CORPORATE GOVERNANCE REPORT

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

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

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

32. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

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

The Environmental Social and Governance (ESG) Report of
the Company for the Financial Year 2024 -25, which provides
comprehensive and transparent information about our

organization's sustainability practices and our commitment
to managing the concerns and expectations of our
stakeholders in a rapidly changing operating environment
has been prepared in accordance with the GRI Standards.
The ESG Report forms an integral part of this report

33. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management & Administration)
Rules, 2014, the Annual Return, in Form MGT-7, is available
on the Company's website; www.inoxgreen.com and the
same can be accessed at https://www.inoxgreen.com/PDF/
IGESL MGT 7 31032025.pdf

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

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

35. PARTICULARS OF EMPLOYEES

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

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

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

36. CORPORATE SOCIAL RESPONSIBILITY
ACTIVITIES

The Corporate Social Responsibility Committee comprises
of three Directors namely Shri Mukesh Manglik, Whole¬
time Director as Chairman, Shri Shailendra Tandon, Non¬
Executive Non-Independent Director and Shri Brij Mohan
Bansal, Independent Director as members of the Committee.

The composition of CSR Committee is in compliance of
Section 135 of the Companies Act, 2013 read with relevant

Rules made thereunder. The CSR Policy of the Company
is disclosed on the website of the Company; https://www.
inoxgreen.com/PDF/IWISL%20-%20CSR%20Committee%20
Policy%2025.06.2021.pdf. pdf. The report on CSR activities of
the Company for the Financial Year 31^st March, 2025 as per
Companies (Corporate Social Responsibility) Rules, 2014 is
annexed to this Report as Annexure G.

37. 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 Management system as per EN ISO
14001:2015 and ISO 45001:2018. Health of employees is being
regularly monitored and environment has been maintained
as per statutory requirements.

38. INSURANCE

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

39. 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
Policy which includes Enterprise Risk Management
Framework to inform the Board about the risk assessment
and minimization procedures to review key elements of
risks viz. regulatory, legal, competition and financial risks
etc. involved and measures taken to ensure that risk is
controlled by means of a properly defined framework. 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.

40. 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.

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

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.

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

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

43. OTHER DISCLOSURES

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

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

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

iii. The Company does not have any joint venture;

iv. As at the end of the Financial Year, no application or
any proceeding was pending against the Company
under the Insolvency and Bankruptcy Code, 2016
before the NCLT; and

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

44. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Manoj Dixit Shailendra Tandon

Place: Noida Whole-time Director Non-Executive Director

Date: 14.08.2025 DIN: 06709232 DIN: 07986682