To the Members

Your directors are pleased to present this 30^th ANNUAL REPORT of the Company together with the Audited Accounts for the year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS

During the year under review (2024-25), your Company's total income achieved is ^3,580.99 Lakhs and has earned profit of ^126.62 Lakhs on Consolidated basis during the year.

2. ANNUAL RETURN

For Annual Return click the Link mentioned herein https://indowind.co.in/wp- content/uploads/2024/11/ANNUAL-RETURN-FY-2023-24.pdf

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, Eight (8) Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby states that.

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31^st March 2025 and profit / Loss for the Company for the year ended 31^st March 2025.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6) OF THE COMPANIES ACT.2013

The Company has obtained a declaration from the independent directors that they meet the criteria of Independence as provided in the section mentioned herein above.

6. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT. PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT. 2013

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy that inter alia provides the criteria for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance, and the remuneration payable to them. The criteria for determining qualifications, positive attributes, and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at http://indowind.co.in/wp- content/uploads/2024/05/rempolicy.pdf

7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no fraud on the Company by its officers and employees had been noticed or reported during the year.

8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

The above-mentioned explanation is given in ANNEXURE I of the Report.

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements which forms part of this Annual Report.

10. TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under Notes on Accounts and with respect to transactions with related parties, details are given in the format Form AOC-2. which forms part of this report in ANNEXURE -II.

11. STATE OF THE COMPANY'S AFFAIRS:

As per the Management Discussion and Analysis Report.

12. DIVIDEND

Your Company has not declared any Dividend for the year ended 31^st March 2025.

13. TRANSFER TO RESERVES

The Net Profit after tax is transferred to the reserves.

14. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

15. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT.2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to your Company.

16. CORPORATE SOCIAL RESPONSIBILITY

The CSR activities are not applicable to the company for the financial year 2024-25.

17. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY

The company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;

18. BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The Directors expressed their satisfaction with the evaluation process.

19. PARTICULARS OF EMPLOYEES:

Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Except the above-mentioned Directors, no other director was in receipt of remuneration except sitting fees.

20. AUDIT COMMITTEE

The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. AH the recommendations of the Committee were accepted by the Board.

21. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - NIL.

22. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Directors, Key Management Personnel, and Senior Management Personnel are aware of the above code and an annual confirmation on the compliance of the said codes has been received by the Company from the concerned parties. The declaration to this effect made by the Managing Director is attached to this report. The code of conduct of the Board of Directors and Senior Management Personnel and the code for Insider Trading are available in the Company's website.

23. VIGIL MECHANSIM POLICY:

As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

24. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD, (IPPL)

The Statement containing salient features of the financial statement of Subsidiaries are given in Form AOC-1 which is attached as ANNEXURE III.

25. STATUTORY AUDITORS

M/s. Venkatesh &co, Chartered Accountants, Chennai (ICAI Firm Registration No.004636S) was appointed in the 27^th Annual General Meeting and will hold the office up to the conclusion of 32^nd Annual General Meeting of the Company.

26. SECRETARIAL AUDIT

KRA & Associates, Practising Company Secretaries, is the secretarial auditor of the company for the year under review and their report is attached with this in the format Form MR-3, which forms part of this report in ANNEXURE -IV. There are no qualifications, reservations or adverse remarks or disclaimers made in the Report.

Further as per Regulation 24A of SEBI LODR Regulations 2015, the Secretarial Audit Report of Material Subsidiary of the company namely INDOWIND POWER PRIVATE LIMITED is also annexed in the above- mentioned ANNEXURE IV.

27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

28. DISCLOSURES UNDER RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

i. Change in nature of business, if any: NIL

ii. Name of Companies that have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year:

NIL

iii. Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

Not Applicable.

iv. Details of directors or key managerial personnel who were appointed or have resigned during the financial year

v. The details relating to deposits, covered under Chapter V of the Act-

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

vi. The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

Not applicable.

vii. The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is carried out by an independent firm of Chartered Accountants. The scope and authority of the Internal Audit function is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee on a quarterly basis for its scrutiny and suggestions, if any. The Internal Auditor attends the Audit Committee meetings. The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of the Internal Auditors, the Company undertakes corrective action in the respective areas and strengthens controls.

viii. Disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013:

Not Applicable.

ix. Statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has formed Internal Complaints Committee and Sexual Harassment Policy in accordance with the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

We would like to further add that the Company provides a conducive work environment in terms of sexual harassment for the women employees and has sufficient checks to provide protection against sexual harassment of women at workplace.

Details of Sexual Harassment cases are following:

x. Disclosure under the Insolvency and Bankruptcy Code, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

xi. the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable.

xii. statement by the company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with the applicable laws.

xiii. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future /details of application made or any proceeding pending under the insolvency and bankruptcy code

The High Court of Judicature at Madras, by its order dated 13.12.2024, dismissed the petition filed by the Bank of New York Mellon [Comp. A/35/2021 in CP 172/2011 ] as withdrawn by the petitioner.

29. RIGHTS ISSUE:

You company has issued 2,14,66,956 (Two Crores Fourteen Lakhs Sixty-Six Thousand Nine Hundred and Fifty-Six) fully paid-up Equity Shares of face value of Rs. 10 each (the “Rights Equity Shares”) for cash at a price Rs. 22.50 per Equity Share (including a premium of Rs. 12.50 per Equity Share) aggregating to Rs. 4,830.06 lakhs (Rupees Forty Eight Crores Thirty Lakhs and Six thousand only).The issue period was from July 26, 2024, to August 05, 2024 on a rights basis to its eligible equity shareholders in the ratio of 1 (One) Rights Equity Share for every 05 (Five) fully paid-up Equity Shares held as on record date i.e. July 16, 2024..The issue resulted into subscription of 3,40,60,362 shares resulting into subscription of 1.59 times. The Board approved the allotment on 12.08.2024 and have received both Listing & Trading Approvals from Stock Exchanges.

Further in the Board Meeting held on 18^th December 2024, the Board approved notice of Postal Ballot for variation in objects of Rights Issue mentioned in Letter of Offer dated 10^th July 2025 as mentioned below.

The proposed project in the LOF was delayed in implementation on account of grid availability constraints. Consequently, the Company proposed to acquire wind farm projects which were already operational, thereby immediately augmenting the revenue of the Company. This helped to improve turnover from the current quarter itself. The Company continued to pursue completion of the solar projects by other means, as and when grid approvals came through in its existing wind locations as per the new Hybrid policies. Further, closure of loans availed from LIC of India improved the liquidity of the Company, enabling it to utilize the funds for expansion.

On January 18^th 2025, the shareholders approved the postal ballot for change in objects of Rights Issue with requisite majority. Further the funds allocated for the new objects were utilized successfully within the financial year ended 31^st March 2025.

30. MERGER WITH IND ECO VENTURES LTD:

The Company has filed a petition before the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, seeking approval for the proposed merger of its wholly owned subsidiary, IND ECO VENTURES LIMITED (Transferor Company) with INDOWIND ENERGY LIMITED (Transferee Company). The merger, once approved, is expected to bring greater synergies, strengthen operational efficiency, and enhance overall business prospects. The petition is currently under consideration before the Hon'ble NCLT, and the Company remains optimistic of a favourable outcome.

31. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bondholders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued cooperation and excellent support extended to the Company from time to time. Your directors place on records their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.