Your Directors take pleasure in presenting to you their Seventeenth Annual Report together with the Audited Financial Statements for the
Financial Year ended on 31^st March, 2026.

1. Financial Performance

The financial performance of your Company for the Financial Year 2025-26 is highlighted below:

During the year, the Company witnessed strong operational
and financial performance. On a standalone basis, revenue
from operations increased to H 3,89,640 Lakh as against
H 3,49,874 Lakh in the previous year, while profit after tax
increased to H 54,746 Lakh from H 38,406 Lakh in the previous
year. On a consolidated basis, revenue from operations
increased to H 4,39,712 Lakh from H 3,55,715 Lakh in the
previous year, while profit after tax improved to H 44,909
Lakh as compared to H 43,762 Lakh in the previous year.

The Company's strong financial performance during the year
reflects the resilience of its business model, strengthening
industry fundamentals, improved project execution
capabilities and continued focus on operational efficiency.

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 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 2025-26 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 2025-26 shall be laid
before the Annual General Meeting for approval of the
Members of the Company.

3. Share Capital

Authorised Share Capital

As on 1^st April, 2025, the Authorised Share Capital stood
at H 5000,00,00,000 (Rupees Five Thousand Crore
only) divided into:

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

- 300 Crore Preference Shares of H 10/- each totalling
to H 3,000 Crore.

Pursuant to the Scheme of Arrangement which provided for
merger of Inox Wind Energy Limited (“Transferor Company”)
with Inox Wind Limited (“Transferee Company”) as approved
by the Hon’ble National Company Law Tribunal, Chandigarh
vide its order dated 23^rd May, 2025, the details of which are
provided in Para 4 below, becoming effective during the year,
the Authorised Share Capital of the Transferor Company
stood transferred to and merged with the Authorised
Share Capital of the Company, which thereby increased to
H 5110,11,00,000/- (Rupees Five Thousand One Hundred and
Ten Crore and Eleven Lakh only) divided into:

- 211,01,10,000 Equity Shares of H 10 each, totalling to
H 2110,11,00,000/-; and

- 300,00,00,000 Preference Shares of H 10/- each
totalling to H 3000,00,00,000/-.

Accordingly, as at the close of the Financial Year ended
31^st March, 2026, the Authorised Share Capital stood at H
5110,11,00,000/- and it remains the same as on date.

Paid-up Share Capital

As on 1^st April, 2025, the Paid-up Share Capital of the Company
stood at H 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 Equity Shares of H 10/- each totalling to
H 1303,79,39,840/-; and

- 251,00,00,000 - 0.01% Non-Convertible, Non¬

Cumulative, Participating, Redeemable Preference
Shares of the face value of H 10/- each of the Company
totalling to H 2510,00,00,000/-.

During the year, the Company:

• on 24^th June, 2025:

- allotted 76,14,06,614 fully paid-up equity shares
of face value of H 10/- each of the Company
to the eligible equity shareholders of the
Transferor Company pursuant to the Scheme
of Arrangement becoming effective, which
provided for merger of Inox Wind Energy Limited
(“Transferor Company”) with the Company
(“Transferee Company”), the further details of
which are provided in Para 4 below;

- Further, cross holding of 44,10,73,488 equity
shares of H 10/- each held by the Transferor
Company in the Company were cancelled in
terms of provisions of the aforesaid Scheme; and

- 195,00,00,000 - 0.01% Non-Convertible,

Non-Cumulative, Participating, Redeemable
Preference Shares of H10/- each held by the
Transferor Company in the Company were also
cancelled in terms of the aforesaid Scheme.

• on 21^st August, 2025, allotted 10,41,10,712 fully paid-up
Equity Shares of face value of H 10/- each pursuant
to the Rights Issue to the eligible shareholders of the
Company and/ or renouncee(s) in terms of the Letter of
Offer dated 23^rd July, 2025 at an issue price of H 120/-
per equity share (including a premium of H 110/- per
equity share), the further details of which are provided
in Para 6 below; and

• on 25^th August, 2025, fully redeemed 56,00,00,000

- 0.01% Unlisted, Non-Convertible, Non-Cumulative,
Participating, Redeemable Preference Shares of
H 10/- each, at par, aggregating H 560 Crore, out of
the proceeds raised through the fresh issue of equity
shares on Rights basis, in line with the Objects of the
Issue. Consequent to this redemption, there are no
outstanding Preference Shares of the Company.

Accordingly, as at the close of the Financial Year ended
31^st March, 2026, the Paid-up Share Capital stood at
H 1728,23,78,220/- comprising of 172,82,37,822 equity shares
of H 10/- each and it remains the same as on date.

The entire funds raised during the year through the Rights
Issue were utilised in line with the Objects of the Issue.

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

k Merger of Inox Wind Energy Limited with the
Company

The Scheme of Arrangement which provided for merger of
Inox Wind Energy Limited (“IWEL”/“Transferor Company”)
with Inox Wind Limited (“IWL”/“Company”/“Transferee
Company”) (“Scheme”) was approved by the Hon’ble
National Company Law Tribunal, Chandigarh (“NCLT”) vide
its order dated 23^rd May, 2025. The certified copy of the order
was filed by both the companies on 13^th June, 2025 with
the Registrar of Companies and accordingly, the Scheme
became effective from 13^th June 2025, with the Appointed
Date being 1^st July, 2023.

The swap ratio for the merger after adjustment for the effect
of the Bonus Issue of the Company, was as under:

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

• 632 share warrants of the Company with an issue

price of H 13.50/- each to be issued for every 10 share
warrants of IWEL with an issue price of H 847/- each. As
on the date of the Scheme becoming effective, there
were no outstanding share warrants of the Company.

The Company had fixed 21^st June, 2025, as the Record Date,
for the purpose of determining the equity shareholders
of the Transferor Company, who were entitled to receive
fully paid-up equity shares of the Company in accordance
with the Scheme.

The Company on 24^th June, 2025 made allotment of
equity shares to the eligible shareholders of the Transferor
Company as detailed under Para 3 above.

5. 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 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 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.

Due to Bonus Issue in 2024 in the ratio of 3: 1 i.e 3 (three) new
equity shares for every 1 (one) existing equity share held in
the Company, 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 Crore and
Twenty Eight Lakh) options.

Out of 1,28,00,000 options, 42,33,771 options were granted to the eligible employee(s) during the Financial Year 2024-25. During the
Financial Year 2025-26, the Company granted options under the Scheme as under:

* Closing price of equity shares of the Company 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/2026/8/ESOP%20Certficate%20(1).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/2026/8/IWL-
Regulation 14 of SEBI SBEBSE Regulations 2021-
FY 2025-26.pdf

6. Rights Issue - Equity Shares

During the year, the Board of Directors of the Company at
its meeting held on 17^th 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 H 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 21^st July, 2025 and 22^nd July, 2025 respectively,
the Board of Directors of the Company in their meeting held
on 23^rd July, 2025, inter-alia, considered and approved the
terms of the Rights Issue as under:

Pursuant to finalisation of the basis of allotment of the
Rights Issue, in consultation with MUFG Intime India
Private Limited (formerly Link Intime India Private Limited)
(“Registrar to the Issue”) and as approved by BSE Limited,
being the Designated Stock Exchange for the Rights Issue,
the Company on 21^st August, 2025, allotted 10,41,10,712 fully
paid-up Equity Shares of face value of H10/- each on rights
basis to the eligible shareholders of the Company and/ or
renouncee(s) in terms of the Letter of Offer dated 23^rd July,
2025 at an issue price of H 120/- per equity share (including
a premium of H 110/- per equity share).

The successful completion of the Rights Issue reflects the
continued confidence of stakeholders in the Company’s
strategy and growth prospects.

7. Dividend

No dividend has been recommended by the Board of
Directors for the Financial Year ended 31^st March, 2026.

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-%20
21012017.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, the Company was not required to transfer
any unpaid or unclaimed dividend or shares to the
Investor Education and Protection Fund (“IEPF”), except
as stated below:

In connection with the Scheme of Arrangement referred to
in Para 4 above, the Company, on 24^th June, 2025 allotted
30,98,687 equity shares of H 10/- each to the demat account
of the IEPF Authority, in lieu of 49,030 shares of Inox Wind
Energy Limited already held in the said account.

10. Directors and Key Managerial Personnel

During the year and upto the date of this Report, except
as mentioned below, there were no other changes in the
composition of the Board of Directors and Key Managerial
Personnel of the Company:

Shri Brij Mohan Bansal (DIN: 00261063) 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. 1^st 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 17^th April, 2025.

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
6^th April, 2025, subject to the approval of the shareholders
of the Company. Her appointment was approved by the
Shareholders of the Company by way of Postal Ballot on 30^th
May, 2025. She tendered her resignation from the Board of
Directors of the Company, with effect from 1^st July, 2025,
due to personal reasons on account of health constraints
associated with advancing age.

Mrs. Madhurima Sayan Das (DIN: 06387873) 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 5^th September, 2025, subject to the approval of
the shareholders of the Company. Her appointment was
approved by the shareholders of the Company by way of
Postal Ballot on 7^th November, 2025.

Shri Manoj Dixit (DIN: 06709232) was re-appointed by
the Board as a Whole-time Director on the Board of the
Company for further period of 2 (two) years with effect
from 3^rd December, 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 27^th December, 2025.

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. 1^st 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. 1^st June,
2025. Shri Tarachandani continues to be the part of Senior
Management Personnel of the Company.

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 has offered himself for
re-appointment.

Further, Mrs. Madhurima Sayan Das (DIN: 06387873) was
appointed by the Board as an Independent Director on the
Board of the Company for a second term of 1 (one) year with
effect from 5^th September, 2026, subject to approval of the
shareholders of the Company.

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

11. Nomination and Remuneration Policy

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

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

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

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

The Nomination and Remuneration Policy has been uploaded
on the Company’s website; www.inoxwind.comand can
be accessed at https://inoxwind.com/uploads/2024/12/
Nomination Remuneration Policy IWL.pdf

12. Declaration of Independence

The Independent Directors of the Company have given the
declaration and confirmation to the Company as required
under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations confirming that
they meet the criteria of independence and that they are
not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact

their ability to discharge their duties with an objective
independent judgement and without any external influence.
They have also confirmed that they have complied with
the Code of Conduct as prescribed in Schedule IV to the
Companies Act, 2013 and Code of Conduct for Directors and
Senior Management Personnel, formulated by the Company.

Pursuant to Section 150 of the Act and the rules made
thereunder, the Independent Directors have registered
themselves with the databank of Independent Directors
maintained by the Indian Institute of Corporate Affairs (IICA).
The Independent Directors have either passed or are exempt
from appearing for the online proficiency self-assessment
test as prescribed under the applicable provisions.

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).

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 the Board as a whole, its Committees,
Individual Directors and the Chairperson of the Company
were circulated to all the Directors seeking feedback for the
Financial Year 2025-26.

The evaluation was carried out through a structured
process based on a comprehensive questionnaire covering
various aspects of the Board’s functioning, including its
composition, effectiveness, governance practices and
contribution of individual Directors. The criteria for evaluation
were formulated by the Nomination and Remuneration
Committee, and the process also involved assessment by
the Independent Directors.

Based on the feedback received, the Nomination and
Remuneration Committee, at its Meeting held on 13^th February,
2026, noted that the performance of each of the Directors
was highly satisfactory and recommended continuation of
the terms of appointment of all Independent Directors.

The Board of Directors of the Company, at its Meeting held
on 13^th February, 2026, also evaluated and noted that the
performance of the Board, its Committees and Individual
Directors (including the Chairperson, CEO and Independent
Directors) was highly satisfactory.

15. Meetings of the Board

During the year, 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 Companies Act, 2013:

i. in the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2026, 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 of the Company for that period;

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

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

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

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

17. Particulars of Loans Given, Investments Made,
Guarantees Given and Securities Provided

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Standalone
Financial Statements of the Company. Please refer to Note
Nos. 8, 38 and 49 to the Standalone Financial Statements
of the Company.

18. Contracts and Arrangements with related
parties

The Company has in place a Policy on Materiality of Related
Party Transactions in terms of the requirements of the Listing
Regulations. The said Policy is available on the Company’s
website at the linkhttps://inoxwind.com/uploads/2024/12/
Policy-on-RPT-IWL.pdf

The Company follows a robust governance framework to
ensure that all Related Party Transactions are conducted

in a transparent manner and in the best interests of the
Company, and remains committed to maintaining high
standards of transparency and accountability.

As per the said Policy, all Related Party Transactions are
pre-approved by the Audit Committee and/ or the Board
and the shareholders, wherever required, in accordance
with the provisions of the Companies Act, 2013 and the
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 with Related Parties were duly
approved by the Audit Committee and/or the Board and the
shareholders, wherever required, as per the provisions of
Section 177 and 188 of the Companies Act, 2013 read with
Rule 15 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 23 of the Listing Regulations.

All related party transactions entered into during the
year were in the ordinary course of business and on an
arm’s length basis. Accordingly, disclosure in Form AOC-2
pursuant to Section 134(3)(h) of the Companies Act, 2013 is
not applicable and has not been annexed to this report.

The details of related party transactions are disclosed in
Note No. 38 to the financial statements.

19. Deposits

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

20. Subsidiaries, Joint Ventures and Associate
Companies

A separate statement containing the salient features of
financial statements of all subsidiaries, associates and joint
ventures of the Company forms part of 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, Inox Renewable Solutions Limited
incorporated four wholly owned subsidiaries namely, Giral
Bess Private Limited, Sadla Windone Private Limited, Sadla

Windtwo Private Limited and Sadla Windthree Private
Limited on 2^nd September, 2025, 5^th December, 2025, 7^th
December, 2025 and 12^th January, 2026 respectively and
thus, these companies became step-down subsidiaries of
the Company from the said dates.

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

During the year, all recommendations made by the Audit
Committee were accepted by the Board.

22. Vigil Mechanism/ Whistle Blower Policy for
Directors and Employees

As per the provisions of Section 177(9) of the Companies Act,
2013 read with Regulation 22(1) of the Listing Regulations,
the Company is required to establish an effective vigil
mechanism for Directors and Employees to report improper
acts or genuine concerns or any leak or suspect leak of
Unpublished Price Sensitive Information. The Company has
accordingly established a Vigil Mechanism through “Whistle
Blower Policy” for all its Directors and Employees to report
improper acts. The details of the said mechanism and policy
are available on the Company’s website; www.inoxwind.com.

23. Internal Financial Controls

The Company has in place adequate internal financial controls
commensurate with the size and nature of its operations. The
internal financial control framework comprises well-defined
policies, processes, and procedures designed to ensure
the orderly and efficient conduct of its business, including
adherence to company policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation
of reliable financial information.

These controls are periodically reviewed and tested by the
internal audit function, and the Audit Committee monitors
their adequacy and effectiveness.

During the year, no material weakness in the design or
operating effectiveness of the Company's internal financial
controls was observed. Based on such review, the Board
is of the opinion that the internal financial controls are
adequate and operating effectively. The Company continues
to enhance its internal financial control framework in
line with evolving business requirements and regulatory

expectations, thereby strengthening overall governance and
financial discipline.

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
2025-26. 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 14^th Annual General
Meeting (“AGM”) held on 29^th September, 2023 had
approved re-appointment of M/s. Dewan P N Chopra & Co.,
Chartered Accountants (Firm Registration No. 000472N) as
Independent Auditors of the Company for a second term of
5 (five) consecutive years to hold office from the conclusion
of 14^th AGM until the conclusion of 19^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 ensuing Financial Year 2026-27 on a remuneration of
H 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 2024¬
25 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 2025-26.

27. Secretarial Auditors and Secretarial Audit
Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Rules framed thereunder and
Regulation 24A of the Listing Regulations, the Members of
the Company at their 16^th Annual General Meeting (“AGM”)
held on 26^th September, 2025 had approved appointment

of M/s. J.K. Gupta & Associates, Company Secretaries in
Practice, Delhi (Firm Registration No. P2023DE2096100
and Peer Review Certificate No.: 6747/2025) as Secretarial
Auditors of the Company for a first term of 5 (five)
consecutive years commencing from the Financial Year
2025-26 to Financial Year 2029-30. They have confirmed
that they are not disqualified from continuing as Secretarial
Auditors of the Company.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Rules made thereunder, the Secretarial Audit
Report issued by M/s. J.K. Gupta & Associates, Practising
Company Secretaries, in Form MR-3 for the Financial Year
2025-26 is annexed to this Report as Annexure B.

The Secretarial Auditor has reported observations regarding:

(a) non-compliance with Rule 3 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014 and Regulation 17(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 due
to the vacancy in the position of Independent Woman
Director during the period from 21 October 2024 to 5
April 2025; and

(b) non-compliance with Regulation 17(1 A) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 in relation to the appointment of an
Independent Director who had attained the age of
seventy-five years without obtaining prior approval of
the shareholders by way of a Special Resolution.

Board's Explanation:

The aforesaid observations relate to temporary non¬
compliances concerning the composition of the Board. The
vacancy in the position of Independent Woman Director
arose during the year and remained unfilled for a limited
period pending the identification and appointment of a
suitable candidate. Further, the appointment of Ms. Urvashi
Saxena as an Independent Director after attaining the age of
seventy-five years was made prior to obtaining the approval
of the shareholders by way of a Special Resolution as
required under Regulation 17(1A) of the Listing Regulations.

The Company subsequently took the necessary corrective
measures and achieved compliance with the applicable
provisions during the Financial Year 2025-26. The Board
has reviewed the circumstances leading to the aforesaid
non-compliances and has strengthened its governance
and compliance monitoring mechanisms to ensure
timely compliance with all applicable statutory and
regulatory requirements.

Further, in compliance of Regulation 24A of the Listing
Regulations, 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 2025-26 is annexed to
this report as Annexure C.

28. Reporting of frauds by Auditors

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

29. Management Discussion and Analysis Report

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

30. Corporate Governance Report

Pursuant to Regulation 34(3) read with Para C of Schedule V
of the 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.

31. Business Responsibility and Sustainability
Report

Pursuant to Regulation 34 of the Listing Regulations with
the applicable SEBI circulars, the Business Responsibility
and Sustainability Report (“BRSR”) of the Company for
the Financial Year 2025-26 forms an integral part of this
Annual Report. Being a listed entity to which the BRSR Core
disclosure requirements are applicable, the Company has
provided the prescribed BRSR Core disclosures together
with the applicable assurance thereon in accordance with
the requirements specified by SEBI.

The BRSR is also available on the website of the Company at
www.inoxwind.com.

The Environmental, Social and Governance (“ESG”) Report
of the Company for the Financial Year 2025-26, prepared in
accordance with the GRI Standards, also forms an integral
part of this Annual Report and provides comprehensive
information on the Company's sustainability practices and
stakeholder commitment.

32. Annual Return

In terms of Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management & Administration)
Rules, 2014, the Annual Return, in Form MGT-7, is available on
the Company’s website; www.inoxwind.comand the same
can be accessed at :https://inoxwind.com/uploads/2025/8/
IWL-MGT-7-AC5572183.pdf

33. Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

Information in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant
to Section 134 of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, are provided in
Annexure E forming part of this Report.

34. Particulars of Employees

Disclosure pertaining to remuneration and other details
as required under Section 197(12) read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this
Report as Annexure 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 upto the date of the
ensuing Annual General Meeting. If any Member is interested
in obtaining such information, he/ she may write to the
Company Secretary at the Corporate Office of the Company.

35. Corporate Social Responsibility Activities

The Company’s CSR philosophy focuses on contributing
to sustainable and inclusive growth, particularly in areas
such as community development, environment and social
welfare. The Company remains committed to undertaking
responsible business practices and aligning its operations
with sustainable development principles, thereby
contributing to society in a meaningful manner.

The Corporate Social Responsibility (CSR) framework of
the Company is guided by its objective of contributing to
inclusive and sustainable growth.

The Corporate Social Responsibility (CSR) Committee,
comprising Shri Devansh Jain and Shri Manoj Dixit,
Whole-time Directors, and Shri Sanjeev Jain, Independent
Director, provides strategic direction and oversees the

implementation of CSR initiatives in line with the Company’s
policy and statutory requirements.

The CSR Policy of the Company is available on the
Company’s website at www.inoxwind.comand can be
accessed at https://inoxwind.com/uploads/2024/12/CSR-
Policy-amended-25062021.pdf

During the year, the Company was not required to spend any
amount towards CSR activities, as the average net profits of
the Company for the immediately preceding three Financial
Years were negative. Nevertheless, the Company continues
to evaluate opportunities for undertaking meaningful CSR
initiatives aligned with its long-term sustainability goals.
Notwithstanding the non-applicability of CSR spending
requirements during the year, the Company continues
to support various initiatives relating to environmental
stewardship and community engagement as part of its
broader sustainability philosophy.

The Report on CSR activities of the Company for the
Financial Year ended 31^st March, 2026, as per the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, is annexed to this Report as Annexure G.

36. Safety, Health and Environment

Safety, health and environment continue to be of prime
importance to the Company and necessary efforts
have been undertaken in line with the Safety, Health and
Environment Policy of the Company.

The Company has established structured systems and
processes to ensure a safe and healthy working environment
and to minimize the environmental impact of its operations.
The Company has achieved certification of ISO 9001:2015
(Quality Management System) (QMS), ISO 14001:2015
Environmental Management Systems (EMS) and ISO
45001:2018 Occupational Health and Safety Management
Systems (OHSMS).

Health of employees is regularly monitored and appropriate
measures are implemented to ensure workplace safety and
well-being. The Company continues to maintain compliance
with applicable environmental and safety regulations.

The Company continues to strengthen its safety culture
across operations with a focus on continuous improvement
and adherence to global best practices.

37. Insurance

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

38. Risk Management

The Company has in place a comprehensive Enterprise
Risk Management (“ERM”) framework aligned with globally
recognized standards, including the COSO Enterprise Risk
Management framework. The framework is integrated

with the Company’s strategy and business processes to
proactively identify, assess, monitor and mitigate risks.

Key risks faced by the Company include project execution
risks, supply chain dependencies, regulatory changes and
market dynamics. These risks are mitigated through robust
project monitoring mechanisms, vendor diversification
strategies, continuous evaluation of regulatory developments,
and prudent financial and operational management.

The Risk Management Committee oversees the
implementation of the risk management framework. The
Company continues to monitor evolving risks relating to
project execution, supply chain resilience, cybersecurity,
sustainability matters, regulatory developments and market
conditions through its enterprise-wide risk management
framework. In the opinion of the Board, there are no material
risks which may threaten the existence of the Company. The
Company continues to build resilience by strengthening its
internal processes and governance mechanisms.

Risk management remains an integral part of the Company’s
strategic decision-making process, enabling it to effectively
respond to emerging risks while also capitalising on potential
opportunities in a dynamic business environment.

39. Information under the Sexual Harassment 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, no complaint on sexual
harassment was received.

40. Material changes and commitments affecting
the financial position of the Company which
have occurred between the end of the financial
year of the Company to which the financial
statements relate and the date of the report

There have been no material changes and commitments
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 this Report.

41. Significant and Material Orders passed by the
Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations
in future

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

42. Other Disclosures

The following matters were either not applicable to the
Company during the year or did not involve any transactions/
events requiring specific disclosure, except as stated below:

i. There was no change in the nature of business of the
Company during the year.

ii. There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

iii. During the year, no equity shares (including shares
pursuant to exercise of stock options or sweat equity
shares) were issued to employees of the Company.

iv. During the year, there were no instances where voting
rights were exercised by trustees instead of employees
in respect of shares held under any employee
benefit scheme.

v. The Company does not have any joint ventures as on
31^st March, 2026;

vi. As of 31^st March, 2026, 3 (three) applications were
pending under the Insolvency and Bankruptcy
Code (IBC) before the NCLT, Chandigarh, which the
management believes are likely to be dismissed
on merits based on the legal advice received
from the counsels.

vii. There are no instances of one-time settlement with any
banks or financial institutions.

viii. The Company has complied with the provisions
of the Maternity Benefit Act, 1961, as amended
from time to time.

43. Acknowledgement

The Board sincerely thanks the Company's shareholders,
customers, suppliers, lenders, business partners, regulators
and employees for their continued trust, support and
commitment. The Company remains focused on executing
its long-term strategy and creating sustainable value for
all stakeholders.

For and on behalf of the Board of Directors
Manoj Dixit Devansh Jain

Date: 7^th August, 2026 Whole-time Director Whole-time Director

Place: Noida DIN: 06709232 DIN: 01819331