To the Member(s) of Inox Wind Limited

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.

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 Rs.3,89,640 Lakh as against Rs.3,49,874 Lakh in the previous year, while profit after tax increased to Rs.54,746 Lakh from Rs.38,406 Lakh in the previous year. On a consolidated basis, revenue from operations increased to Rs.4,39,712 Lakh from Rs.3,55,715 Lakh in the previous year, while profit after tax improved to Rs.44,909 Lakh as compared to Rs.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.

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.

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

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 Rs.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 Rs.10 each, totalling to Rs.2110,11,00,000/-; and

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

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

As on 1^st April, 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 Equity Shares of Rs.10/- each totalling to Rs.1303,79,39,840/-; and

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

Cumulative, Participating, Redeemable Preference Shares of the face value of Rs.10/- each of the Company totalling to Rs.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 Rs.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 Rs.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 Rs.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 Rs.120/- per equity share (including a premium of Rs.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 Rs.10/- each, at par, aggregating Rs.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 Rs.1728,23,78,220/- comprising of 172,82,37,822 equity shares of Rs.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.

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 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. 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.

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 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 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

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 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 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 Rs.120/- per equity share (including a premium of Rs.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.

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

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

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 Rs.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.

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.

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.

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).

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

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.

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.

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.

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 in terms of the requirements of 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

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.

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, 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 subsection (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, 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.

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 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.

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 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 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.

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 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 202425 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.

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 noncompliances 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.

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.

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.

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.

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.

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

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.

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.

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.com and 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.

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.

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

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.

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.

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.

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

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.

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.