To the Member(s) of Inox Wind Limited

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

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

(Rs. in Lakhs)

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.

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 Hon'ble National Company Law Tribunal, Chandigarh Bench vide its order dated 23rd May, 2025, approved the Scheme of Arrangement for the merger of Inox Wind Energy Limited ("Transferor Company") with the Company ("Transferee Company"). Pursuant to the said order, the merger became effective and has been duly accounted for in the financial statements of the Company for the financial year ended 31st March, 2025.

The merger has been accounted for in accordance with the accounting treatment prescribed under the Scheme and as per Appendix C of Indian Accounting Standard (Ind AS) 103

- Business Combinations of Entities Under Common Control.

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.

As on 1st April, 2024, the Authorised Share Capital stood at RS. 2,500 Crores (Rupees Two Thousand Five Hundred Crore only) divided into:

- 50 Crore Equity Shares of RS. 10/- each totalling to RS. 500 Crore; and

- 200 Crore Preference Shares of RS. 10/- each totalling to RS. 2,000 Crore.

During the financial year under review, the Authorised Share Capital of the Company was altered as under:

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 11th ExtraOrdinary General Meeting held on 17th May, 2024 from RS. 2,500 Crore to RS. 4,000 Crore divided into:

- 200 Crore Equity Shares of RS. 10/- each totalling to RS. 2,000 Crore by creation of 150 Crore Equity Shares of RS. 10/- each totalling to RS. 1,500 Crore; and

- 200 Crore Preference Shares of RS. 10/- totalling to RS. 2,000 Crore.

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 12th ExtraOrdinary General Meeting held on 27th June, 2024 from RS. 4,000 Crore to RS. 5,000 Crore divided into:

- 200 Crore Equity Shares of RS. 10/- each totalling to RS. 2,000 Crore; and

- 300 Crore Preference Shares of RS. 10/- each totalling to RS. 3,000 Crore by creation of 10 Crore Preference Shares of RS. 10/-each totalling to RS. 1,000 Crore.

Accordingly, as at the close of the financial year ended 31st March, 2025, the Authorised Share Capital stood at RS. 5,000 Crore.

As on 1st April, 2024, the Paid-up Share Capital of the Company stood at RS. 1935,94,84,960/- (Rupees One Thousand Nine Hundred Thirty 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 RS. 10/- (Rupees Ten only) each totalling to RS. 325,94,84,960/- (Rupees Three Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only); and

- 161,00,00,000 (One Hundred and Sixty One Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of RS. 10/- (Rupees Ten only) each of the Company (“NCPRPS”) totalling to RS. 1610,00,00,000 (Rupees One Thousand Six Hundred and Ten Crore only).

During the year under review, the Paid-up Share Capital of the Company increased on account of the following allotment of securities:

• On 27th May, 2024, allotted in aggregate 97,78,45,488 fully paid-up Bonus Equity Shares in the proportion of 3:1 i.e. 3 (three) new fully paid up Bonus Equity Shares of RS. 10/- each for every 1 (one) existing fully paid up Equity Share of RS. 10/- each held as on the Record Date; •

• On 4th June, 2024, allotted 20 Crore NCPRPS for RS. 200 Crore;

• On 28th June, 2024, allotted 50 Crore NCPRPS for RS. 500 Crore; and

• On 3rd July, 2024, allotted 20 Crore NCPRPS for RS. 200 Crore.

Accordingly, as at the close of the financial year ended 31st March, 2025, the Paid-up Share Capital of the Company stood at RS. 3813,79,39,840/- (Rupees Three Thousand Eight Hundred Thirteen Crore Seventy Nine Lakh Thirty Nine Thousand Eight Hundred and Forty only) divided into:

- 130,37,93,984 (One Hundred Thirty Crore Thirty Seven Lakh Ninety Three Thousand Nine Hundred and Eighty Four) Equity Shares of RS. 10/- (Rupees Ten only) each totalling to RS. 1303,79,39,840 (Rupees One Thousand Three Hundred and Three Crore Seventy Nine Lakh Thirty Nine Thousand Eight Hundred and Forty only); and

- 251,00,00,000 (Two Hundred and Fifty One Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of RS. 10/- (Rupees Ten only) each of the Company totalling to RS. 2510,00,00,000 (Rupees Two Thousand Five Hundred and Ten Crore only).

Subsequent to the close of the year under review, there has been a change in both the Authorised and Paid-up Share Capital of the Company upon the Scheme of Arrangement between Inox Wind Energy Limited and the Company becoming effective, as approved by the Hon'ble NCLT vide its order dated 23rd May, 2025, the details of which are provided in Para 8 below.

The entire funds raised during the year under review through the aforesaid allotments were utilised in line with the Objects of the Issue.

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

During the year under review the Company undertook a Bonus Issue of equity shares. The Company on 27th May, 2024 allotted in aggregate 97,78,45,488 fully paid-up bonus equity shares of RS. 10/- each in the proportion of 3:1 i.e. 3 (three) new fully paid-up bonus equity shares of RS. 10/- each for every 1 (One) existing fully paid-up equity share of RS. 10/- each held by the eligible members whose names appeared in the list of beneficial owners as on 25th May, 2024, being the Record Date fixed for this purpose.

Post the closure of the year under review, the Board of Directors of the Company in their meeting held on 17th July, 2025, approved the issue of equity shares of the Company on a rights basis to the eligible shareholders of the Company for an amount aggregating upto RS. 1,250 Crores in accordance with applicable laws.

Post receipt of in-principle approvals from the National Stock Exchange of India Limited and BSE Limited vide their letters dated 21st July, 2025 and 22nd July, 2025 respectively, the Board of Directors of the Company in their meeting held on 23rd July, 2025, inter-alia, considered and approved the terms of the Rights Issue as under:

During the year under review, the following listed NonConvertible Debentures (NCDs) of the Company were fully redeemed and consequently extinguished:

a. 9.75%-500 Secured, Listed, Rated, Redeemable NonConvertible Debentures of face value of RS. 10,00,000/- each (ISIN: INE066P07034; Scrip Code: 973992) which were allotted on 9th June, 2022, for cash consideration at par, amounting to RS. 500 Crore were fully redeemed on 12th April, 2024.

b. 9.75%-490 Secured, Listed, Rated, Redeemable NonConvertible Debentures of face value of RS. 10,00,000/- each (ISIN: INE066P07026; Scrip Code: 973989) which were allotted on 9th June, 2022, for cash consideration at par, amounting to RS. 490 Crores were fully redeemed on 19th April, 2024.

c. 750- Senior, Unsecured, Rated, Listed, Redeemable, Principal Protected Non-Convertible Market Linked Debentures of face value of RS. 10,00,000/- each (ISIN INE066P08016; Scrip Code: 974337) which were allotted on 29th October, 2022, for cash consideration at par, amounting to RS. 75 Crores were fully redeemed on 23rd October, 2024.

As on 31st March, 2025, no NCDs of the Company were outstanding.

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 9th February, 2024, approved the introduction of an employee stock option scheme namely ‘Inox Wind - Employee Stock Option Scheme 2024' (“ESOS 2024”/ “Scheme”).

The Scheme provided for the grant of upto 32,00,000 options in one or more tranches, from time to time, which are exercisable into not more than 32,00,000 equity shares of face value of RS. 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 5th May, 2024.

During the year under review, the Company allotted bonus equity shares of RS. 10/- each in the proportion of 3 (three) new equity share for every 1 (one) existing equity share to eligible shareholders of the Company. In accordance with terms of the Scheme, the total number of stock options available for grant under the Scheme was suitably adjusted, increasing the ceiling from 32,00,000 to 1,28,00,000 (One Crores and Twenty Eight Lakh) options.

During the year under review, the Company granted options under the Scheme as under:

* Closing price on the Stock Exchange with the highest trading volume on the day preceding the grant date, in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”)

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. J. K. Gupta & 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://inoxwind.com/ uploads/2024/12/Sec Auditor Certificate jkg.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://inoxwind.com/uploads/2025/8/IWL Regulation%20 140%20of0%20SEBI0%20(SBEBSD0%20Regulations.0%202021.pdf

As part of a strategic decision. the Board of Directors of the Company at its meeting held on 12th June. 2023 had considered and approved the Scheme of Arrangement which provided for amalgamation of Inox Wind Energy Limited (“IWEL”/ “Promoter Company”/“Transferor Company”) with Inox Wind Limited (“IWL”/“Company”/“Transferee Company”) (“Scheme”) subject to various regulatory approvals and compliances.

Post the receipt of the in-principle approval of the Stock Exchanges i.e BSE Limited and National Stock Exchange of India Limited. both on 27th December. 2023. the Company had filed a joint application before the Hon'ble National Company Law Tribunal. Chandigarh (“NCLT”). Pursuant to the NCLT order dated 16th April. 2024. the meeting of the equity shareholders. secured and unsecured creditors of the Company were held on 1st June. 2024 and 2nd June. 2024 respectively and the Scheme was approved with requisite majority.

The swap ratio for the proposed amalgamation after adjustment for the effect of the Bonus Issue of the Company. was as under:

• 632 equity shares of face value of RS. 10/- per share of the Company to be issued for every 10 equity shares of face value of RS. 10/- per share of IWEL.

• 632 share warrants of the Company with an issue price of RS. 13.50/- each to be issued for every 10 share warrants of IWEL with an issue price of RS. 847/- each.

The NCLT approved the Scheme vide its order dated 23rd May. 2025. The certified copy of the order was filed by both the companies on 13th June. 2025 with the Registrar of Companies and accordingly. the Scheme became effective from 13th June 2025. with the Appointed Date being 1st July. 2023.

The Company on 24th June. 2025. allotted 76.14.06.614 fully paid-up equity shares of face value of RS. 10/- each of the Company to the eligible equity shareholders of IWEL as on the Record Date in accordance with the swap ratio mentioned above. Further. the cross holding of 44.10.73.488 equity shares of RS. 10/- each held by Inox Wind Energy Limited in the Company and 195.00.00.000 - 0.01% NonConvertible. Non-Cumulative. Participating. Redeemable Preference Shares of RS. 10/- each (“NCPRPS”) held by Inox Wind Energy Limited in the Company were cancelled in terms of provisions of Clause 6 of the Scheme.

Accordingly. the Paid-up Equity Share Capital of the Company. increased to RS. 1624.12.71.100/- comprising of 162.41.27.110 equity shares of RS. 10/- each.

Further. upon the Scheme becoming effective. the Authorized Share Capital of IWEL stood transferred to and amalgamated with the Authorized Share Capital of the Company. which now stands increased to RS. 5110.11.00.000/- (Rupees Five Thousand One Hundred and Ten Crore and Eleven Lakh only) divided into:

- 211.01.10.000 (Two Hundred Eleven Crore One Lakh and Ten Thousand) Equity Shares of RS. 10/- (Rupees Ten only) each. totalling to RS. 2110.11.00.000/- (Rupees Two Thousand One Hundred and Ten Crore and Eleven Lakh only); and

- 300.00.00.000 (Three Hundred Crore) Preference Shares of RS. 10/- (Rupees Ten only) each totalling to RS. 3000.00.00.000/- (Rupees Three Thousand Crore only).

No dividend has been recommended by the Board of Directors for the Financial Year ended 31st 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.inoxwind.com. The ‘Dividend Distribution Policy' can be accessed at https://inoxwind.com/uploads/2024/12/IWL%20 -%20Dividend%20Distribution%20Policy%20-%2021012017.pdf

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

During the year under review. the Company was not required to transfer any amount to the Investor Education and Protection Fund (“IEPF”) established by the Central Government.

During the year under review and upto the date of this report. except as mentioned below. there were no changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Shri Brij Mohan Bansal (DIN: 00261063) and Shri Sanjeev Jain (DIN: 00023409) were appointed by the Board as Additional Directors to hold office as Independent Directors on the Board of the Company, not liable to retire by rotation, for an initial term of 1 (one) year and 3 (three) years respectively, both w.e.f. 1st April, 2024, subject to the approval of the shareholders of the Company. Their appointments were approved by the Shareholders of the Company by way of Postal Ballot on 5th May, 2024.

Shri Manoj Dixit (DIN:06709232) was re-appointed by the Board as a Whole-time Director on the Board of the Company for a further period of 1 (one) year, liable to retire by rotation, w.e.f. 3rd December, 2024, subject to the approval of the shareholders of the Company. His appointment was approved by the Shareholders of the Company by way of Postal Ballot on 9th January, 2025.

Shri Brij Mohan Bansal was re-appointed by the Board as an Independent Director on the Board of the Company for a second term of 5 (five) years, not liable to retire by rotation, w.e.f. 1st April, 2025, subject to the approval of the shareholders of the Company. His appointment was approved by the Shareholders of the Company by way of Postal Ballot on 17th April, 2025.

Ms. Bindu Saxena (DIN: 00167802) ceased to be an Independent Director of the Company w.e.f. 21st October, 2024 upon successful completion of her second term of 5 (five) years.

Shri Shivam Tandon was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company, w.e.f. 1st February, 2025, in terms of Section 203 of the Companies Act, 2013 and applicable provisions of Listing Regulations, in place of Shri Rahul Roongta, who resigned from the position of Chief Financial Officer w.e.f 1st February, 2025, due to personal reasons.

Shri Sanjeev Agarwal was appointed as a Chief Executive Officer (CEO) of the Company, also designated as a Key Managerial Personnel of the Company, in terms of Section 203 of the Companies Act, 2013 and applicable provisions of Listing Regulations, w.e.f. 1st June, 2025 in place of Shri Kailash Lal Tarachandani, the outgoing CEO, who was elevated to the role of Group Chief Executive Officer- Renewable Business of the INOXGFL Group w.e.f. 1st June, 2025. Shri Tarachandani continues to be the part of Senior Management Personnel of the Company.

Mrs. Urvashi Saxena (DIN: 02021303) was appointed by the Board as an Independent Director on the Board of the Company for an initial term of 1 (one) year with effect from 6th April, 2025, subject to the approval of the Members of the Company. Her appointment was approved by the Shareholders of the Company by way of Postal Ballot on 30th May, 2025. She tendered her resignation from the Board of Directors of the Company, with effect from 1st July, 2025, due to personal reasons on account of health constraints associated with advancing age.

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.

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.inoxwind.com and can be accessed at https://inoxwind.com/uploads/2024/12/ Nomination Remuneration Policy IWL.pdf

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 confirm 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).

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

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 31st 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.

During the year under review, the Board met 7 (seven) 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.

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 31st 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 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.

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.

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://inoxwind.com/uploads/2024/12/ 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 Listing Regulations. The details of such transactions are also reviewed by the Audit Committee on a quarterly/ half yearly/ annual basis.

All contracts/ arrangements/ transactions entered into by the Company during the year 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 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 Regulation 23 of the 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.

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

A separate statement containing the salient features of financial statements of all Subsidiaries, Associates and Joint Ventures of the Company forms part of the 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, the Company incorporated the following 9 (nine) wholly owned subsidiaries as a Special Purpose Vehicle (SPVs) to develop wind farms:

As a part of business restructuring, the Company on 2nd August, 2024, sold the entire issued and paid-up equity share capital of each of the above mentioned 9 (nine) wholly owned subsidiaries to Inox Renewable Solutions Limited (“IRSL”)(formerly known as Resco Global Wind

Services Private Limited), a subsidiary of the Company, for cash consideration at par, pursuant to the share purchase agreements executed on 29th July, 2024. Consequent upon the sale, these companies became the step-down subsidiaries of the Company w.e.f. 2nd August, 2024.

Consequent to the fund raise aggregating upto RS. 350 Crore by the Company's material wholly owned subsidiary, IRSL by way of allotment of equity shares on a preferential issue basis through private placement in September, 2024 to non-promoter investors, IRSL ceased to be a wholly owned subsidiary of the Company w.e.f. 6th September, 2024.

Further, the Company on 23rd October 2024, sold the entire investment held in its wholly owned subsidiary, namely Waft Energy Private Limited (“WEPL”) to IRSL, a subsidiary of the Company, for cash consideration at par. Consequent upon the sale, WEPL became a step-down subsidiary of the Company w.e.f. 23rd October, 2024.

During the period, IRSL incorporated two wholly owned subsidiaries namely, Fatehgarh Wind Energy Private Limited and Ramsar Wind Energy Private Limited on 19th November, 2024 and 21st November, 2024 respectively and thus, these companies became step-down subsidiaries of the Company from the said dates.

Further, during the year, Inox Green Energy Services Limited, a subsidiary of the Company, divested/ sold its entire investment in its wholly owned subsidiaries, which were step-down subsidiaries of the Company, as detailed below:

i. Inox Clean Energy Limited (formerly known as Nani Virani Wind Energy Private Limited) was divested to IGREL Renewables Limited on 29th November, 2024;

ii. Inox Neo Energies Limited (formerly known as Aliento Wind Energy Private Limited) was divested to Inox Clean Energy Limited on 30th November, 2024;

iii. Flurry Wind Energy Private Limited and Flutter Wind Energy Private Limited were divested to Inox Neo Energies Limited on 6th December, 2024.

Accordingly, these companies ceased to be step down subsidiaries of the Company from their respective dates of divestment.

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.

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.

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.

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.

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 selfexplanatory and do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

The Members of the Company at their 14th Annual General Meeting (AGM) held on 29th September, 2023 had approved 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 14th AGM until the conclusion of 19th AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

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 RS. 2,10,000 (Rupees Two Lakh and Ten 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 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.

The Cost Audit Report issued by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 202324 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.

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, Practising Company Secretaries, Delhi, a peer reviewed firm (Firm Registration No. P2023DE096100 and Peer Review Certificate No.: 6747/2025) to conduct Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. J.K. Gupta & Associates, in Form MR-3, for the Financial Year 202425 is annexed to this report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report except as mentioned under first para of Para 12(b) of the Corporate Governance 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, Inox Renewable Solutions Limited (formerly known as Resco Global Wind Services Private Limited) for the Financial Year 2024-25 is annexed to this report as Annexure C.

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.

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013, the Board at its meeting held on 14th August, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. J.K. Gupta & Associates, Practising Company Secretaries, Delhi, a peer reviewed firm (Firm Registration No. P2023DE096100 and Peer Review Certificate No.: 6747/2025) 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.

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.

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.

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 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 have 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.