Indowind Energy Ltd Management Discussions

i. INDUSTRY STRUCTURE AND DEVELOPMENTS:

During the current year, the machine availability has improved to 90% in Tamil Nadu and 89.61% in Karnataka. Grid availability is a hurdle in evacuation. Automation Programme implemented by the company is working smoothly providing MIS for operational and executive decision making.

PLF (%) - INDIA

Currently the typical PLF numbers for RE projects are 20%-25% for solar, 30%-38% for wind and 4045% for solar-wind hybrid projects; such projects are being successfully implemented and are performing well.

PLF (%) - INDOWIND

YE 31, March	2022	2023	2024
Tamil Nadu	11.55	12.23	12.83
Karnataka	10.75	16.84	16.74

ii. Opportunities and Threats:

Large Platform Turbines:

The wind industry is seeing a strong movement towards larger turbines with foreign manufacturers now offering up to 10 MW to 15 MW platforms and Indian manufacturers up to 4MW to 5 MW. Indias first offshore turbines will be set up at Arichalmunai near Dhanush Kodi by MNRE in Tamil Nadu. The cost of installing offshore wind turbines, substations, and transmission lines per MW is Rs 25 crore compared to Rs 6 crores for onshore wind turbines.

INDIAN POWER SECTOR:

• Power is one of the most important infrastructure elements, essential to national wellbeing and economic development. For the Indian economy to grow steadily, enough electrical infrastructure must exist and be developed.

• Indias power generation sources range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indias focus on attaining Power for all has accelerated capacity addition in the country. Although power generation has grown more than 100-fold since independence, growth in demand has been even higher due to accelerating economic activity.

• India is the third-largest producer and consumer of electricity worldwide, with an installed power capacity of 429.96 GW as of January 31, 2024. As of January 31, 2024, Indias installed renewable energy capacity (including hydro) stood at 182.05 GW, representing 42.3% of the overall installed power capacity.

• As of January 31, 2024, Solar energy contributed 74.31 GW, followed by 44.97 GW from wind power, 10.26 GW from biomass, 4.99 GW from small hydropower, 0.58 from waste to energy, and 46.93 GW from hydropower.

ROAD AHEAD:

• In the current decade (2020-29), the Indian electricity sector is likely to witness a major transformation with respect to demand growth, energy mix and market operations. India wants to ensure that everyone has reliable access to sufficient electricity at all times, while also accelerating the clean energy transition by lowering its reliance on polluting fossil fuels and moving toward more environmentally friendly, renewable sources of energy. Future investments will benefit from strong demand fundamentals, policy support and increasing government focus on infrastructure.

• The Government of India has pared a rent a roof policy for supporting its target of generating 40 GW of power through solar rooftop projects by 2022. It also plans to set up 21 new nuclear power reactors with a total installed capacity of 15,700 MW by 2031.

• The Company being a wind energy-based renewable power generation and selling company focused on owning, operating and maintaining windmills. We have been involved in the renewable energy industry concentrating on wind energy for over twenty-eight years. Our windmills are located in the states of Tamil Nadu and Karnataka, which are one of the highest wind potential Indian states.

• We commenced our journey in the year 1995 with setting up of our first windmill in the state of Tamil Nadu having a capacity of 225 KW. We have grown our business by acquiring and operating brownfield windmills from third parties and also by developing greenfield projects.

• Our total capacity of wind energy-based renewable power generation is of 49.645 MW with 123 windmills spread across the States of Tamil Nadu and Karnataka. Out of the total capacity of 49.645 MW, a windmill constituting a capacity of 29.55 MW is located in the State of Tamil Nadu and 20.095 MW is located in State of Karnataka.

• The powers generated from our windmills are sold under the group captive scheme and under third party sales to corporates and to State Electricity Board BESCOM pursuant to Power Purchase Agreements ("PPAs").

Our Strategies:

We have enhanced our position by pursuing and executing the following strategies;

• We have acquired 100% of the equity share capital of Ind Eco Ventures Limited ("Ind Eco") which is an unlisted public company engaged in the business of generation of electricity and has wind-mills operating in Tamil Nadu, under the Group captive and third party sales scheme during the fiscal year 2023-24 and thereby increased the capacity of the wind Mills by 3.675MW Wind Mills in Tamil Nadu; •

• We intend to install new brown field projects with a minimum of 5 to 6 years payback and also acquire operating assets with 3 to 5 years payback;

• We intend to reduce our debt portfolio to improve our financial efficiency;

• Improving cost efficiency to improve competitive positioning;

• Improve profitability by enhancing operational efficiency;

• Maintain our on-going association with customers and continue to be the preferred suppliers for them;

• Attract and retain talented employee.

Policy:

The role of government policy in the growth of wind energy has been vital. Recently TANGEDCO has issued an order to phase out WEGs that are older than 20 years or sell the power generated only to TANGEDCO at a tariff determined by TNERC. This order if implemented will affect nearly 60% of the installed capacity of windmills in TN.

TANGEDCO has also proposed to stop the carryover of Banked units beyond one month which will affect the revenues of the IPPs due to the seasonal nature of the wind power generation. Both these intentions are being challenged by IWPA to protect the interest of IPPs.

Transmission: One of the greatest limiters on the expansion of wind and renewable energy expansion is the availability of transmission and power delivery systems. Its an ongoing need for utilities to continually build capacity to keep up with the volume of renewable energy projects coming online in remote locations.

Energy Storage: The nations energy infrastructure will continue to undergo a significant transformation over the next five years due in large measure to the emergence of larger, less costly and more efficient battery energy storage. Battery storage is a disruptive technology that is helping transform how electrical power is generated, distributed, and consumed. With regulatory and permitting changes underway, battery storage will benefit the electrical grid by supporting dynamic generation and demand, which in turn supports increased levels of wind and solar power evacuation.

Utilize the renewable sources in best way - Because the batteries are connected to the system to store the energy, there is no waste of the excess energy generated on bright Sunny or Windy days. So, these systems make use of the renewable energy in best way, storing energy on a good day and utilize the stored power on a bad day. The balance is maintained.

iii. Segment-wise or product-wise performance

Power Sale

The Company offers Green Power? to its customers, which are mainly Corporates and State utilities to ensure higher revenue realization.

The company has sold the power generated fi evacuated to the grid to its captive, Group captive clients as per the contractual terms to maintain the revenues in TN, in spite of competitive pressure on pricing from other IPPs and an increase in charges by TANGEDCO.

In Karnataka, power generated in sold to BESCOM and third parties.

POWER SALE ON STANDALONE BASIS
REVENUE (INR)	2023-24	2022-23
TAMIL NADU	17,37,09,023	16,27,46,044
KARNATAKA	11,59,82,597	11,87,85,709
TOTAL	28,96,91,620	28,15,31,753

iv. Outlook

1. We had planned to add new capacities by raising funds through Equity and Debt based instruments by adding 25 MW Wind and 25 MW Solar projects as indicated during the previous year

2. We had already raised funds through rights issue in the current year for setting up 5MW Solar Project.

3. The process of setting up of balance additional capacities is under process.

v. Risks and concerns

1. WEGs installed more than 25 years ago, may get affected if TANGEDCO stops machines installed above 20 years, as per their recent circular which is being disputed by all the WEG associations.

2. Reverse auction route in the wind sector, lack of financial incentives and difficulties in finding land at windy sites and power evacuation infrastructure for the projects exists as a bottleneck. Acquiring large area of land is a slow process as small land holdings and poor land records lead to delays and disputes. In addition, IPPs also need to ensure that the project location is close to a transmission substation with sufficient capacity to avoid Curtailment of their project output.

3. The main hurdle in this sector is ageing and low-capacity turbines which occupy the best wind sites. The wind turbines installed in the early 90s were mostly of capacities less than 1 MW. Refraining from replacing old windmills, Tamil Nadu should plan Investor attractive policy to repower older WEGs with new higher capacity wind turbine models that use modern technology. Along with suitable policy support and guidelines for the safe disposal and recycling of decommissioned machines, which would help the state to add much more wind power capacity to the energy mix.

vi. Internal control systems and their adequacy.

Your Company has effective and adequate internal control systems in combination with delegation of powers .The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. Kailash Jain fi Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

vii. Discussion on financial performance with respect to operational performance.

viii. Material developments in Human Resources / Industrial Relations front, including number of people employed.

It remains the same as previous financial year.

ix. Details of significant changes in key financial ratios, along with detailed explanations therefor:

On account of reducing in the borrowings there is significant change in the following ratios

S. No.	Details	FY 2023-24	FY 2022-23	CHANGE
1)	Debt Service Coverage Ratio	3.19	1.33	140.89 %
2)	Inventory Turnover Ratio	12.31	8.20	50.10%
3)	Debt Equity Ratio	0.11	0.26	60.01%

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The return on capital employed during the year 31.03.2024 is 2.95% as against 0.36% for the previous year ended 31.03.2023 is on account of increased earnings before interest and taxes..

REPORT ON CORPORATE GOVERNANCE

(i) STATEMENT ON COMPANYS PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company believes in ensuring corporate fairness, transparency, professionalism, accountability, and propriety in the total functioning of the Company, which are pre- requisites for attaining sustainable growth in this competitive corporate world. Obeying the law, both in letter and in spirit, is the foundation on which the Companys ethical standards are built. The Company would constantly endeavour to improve on these aspects.

The Companys policies, practices and philosophy adopted since inception are in line with sound Corporate Governance norms. These policies and practices are reviewed periodically to ensure its effective compliance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally.

(ii) BOARD OF DIRECTORS:

S.NO	NAME OF DIRECTOR	CATEGORY	ATTENDANCE		No. of Director ships in other compani es	No. of Committee Memberships in other companies
			BOARD	AGM
1.	Dr.Kuppa Sankaran Ravindranath	Executive & Promoter Group	7	YES	1	NIL
2.	Mr.Niranjan Raosaheb Jagtap	Independent	7	YES	8	NIL
3.	Dr.Kandallu Shyamsundar Rajaram	Independent	7	YES	1	Independent Director and Member of Committees in Indus Finance Limited.

 

4.	Mr.Haribabu Krishnamoorthy Neelamegam	Executive	7	YES		NIL
5.	Mr. R. Sridhar	Non-Executive	7	YES	1	NIL
6.	Ms.Sangeetha Harilal Lakhi	Independent	7	YES	2	NIL

• There is no inter se-relationship between the directors and no securities are held by nonexecutive directors.

• During the Financial year there were Seven Board Meetings held, the dates of those meetings are 30^th May 2023, 09^th August 2023, 26^th October 2023, 07^th November 2023, 08^th January 2023,

07^th February 2024, 29^th March 2024.

(iii) WEB LINK WHERE DETAILS OF FAMILIARISATION PROGRAMMES:

https://www.indowind.co.in/download/FAMILIARISATION.pdf

(iv) A Chart or A Matrix setting out Skills/Expertise/Competence of the Board of Directors

Systems and Practice:

The Board has a set of systems and practices to ensure that the Companys performance is monitored periodically and guided internally for improvement of the Companys overall performance. Directors ensure best practices in all transactions and all divisions are being managed in a manner that ensures accountability, transparency and fairness in all transactions.

Governance:

The Board upholds the core values of transparency, integrity and accountability in all facets of its operations and maintains the highest standards of Corporate Governance in its conduct towards the shareholders, customers, suppliers and the Government. All Committees ensured that the governance areas are well addressed.

During the year, none of the Independent Directors of the Company had resigned before the expiry of their respective tenure(s). The core skills/expertise /competencies as identified by the Board of Directors as required in the context of the Companys business(es) and sector(s) for it to function effectively and those actually available with the Board are given below. The matrix below highlights the skills and expertise, which are currently available with the Board of the Company

Name of the Director	Leadership and operational experience	Strategic planning	Sector/ Industry knowledge & Experience	Financial	Legal and Regulatory	Risk Management	Corporate Governance
Dr.Kuppa Sankaran Ravindranath	?	?	?	?	?	?	?
Mr.Niranjan Rao Saheb Jagtap	?	?	?	?	?	?	?
Dr.Kandallu ShyamSundar Rajaram	?	?	?	?	?	?	?
Mr.HariBabu Krishnamoorthy Neelamegam	?	?	?	?	?	?	?
Mr. R. Sridhar	?	?	?	?	?	?	?
Ms. Sangeetha Lakhi	?	?	?	?	?	?	?

Confirmation with respect to Independent Directors:

The Board has confirmed that the independent directors have fulfilled the conditions as specified in the SEBI (LODR) Regulations, 2015, and are independent of the management.

(v) DETAILS OF COMMITTEES:

PARTICULARS	AUDIT COMMITTEE			NOMINATION AND REMUNERATION COMMITTEE
BRIEF DESCRIPTION OFTERMS OF REFERENCE	The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.			Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees. Formulation of criteria for evaluation of performance of independent directors and the Board of director. Devising a policy on diversity of board of director. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
COMPOSITION, NAME OF MEMBERS AND CHAIRPERSON	Chairman	Mr. Niranjan R Jagtap		Chairman	Mr. Niranjan R Jagtap
	Member	Dr. K.S. Ravindranath		Member	Mr. R. Sridhar
	Member	Dr. K.R. ShyamSundar		Member	Dr. K.R. ShyamSundar
MEETINGS AND ATTENDANCE DURING THE YEAR	Name of the Directors	No. of Meetings held	Atte nda nce	No. of Meetings held	Attendance
	Mr. Niranjan R Jagtap	6	6	1	1
	Dr. K.S. Ravindranath	6	6	-	-
	Dr. K.R. ShyamSundar	6	6	1	1
	Mr. R. Sridhar	-	-	1	1
DATES OF MEETINGS	30th May 2023, 09th August 2023, 26th October 2023, 07th November 2023, 08th January 2023, 07th February 2024, 29th March 2024.			09/08/2023
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS				Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee shall lay down the criteria for the formal annual evaluation of Board, Committees and Individual Directors. Thus, Nomination and Remuneration Committee recommends the devised format to the Board to apply while conducting the Annual Evaluation.

 

STAKEHOLDERS RELATIONSHIP COMMITTEE
1.	NAME OF THE NON-EXECUTIVE DIRECTOR HEADING THE COMMITTEE	Mr. Niranjan R Jagtap
2.	NAME AND DESIGNATION OF THE COMPLIANCE OFFICER	Rachana Hingar Company Secretary and Compliance Officer resigned w.e.f .02-07-2024
		B Sharath Company Secretary and Compliance Officer appointed w.e.f. 03-07-2024
3.	i. NUMBER OF PENDING COMPLAINTS ii. NUMBER OF SHAREHOLDERS COMPLAINTS RECEIVED DURING THE FINANCIAL YEAR iii. NUMBER OF COMPLAINTS NOT SOLVED TO THE SATISFACTION OF SHAREHOLDERS	NIL

The SRC meeting was held on 07^th February 2024.

• RISK MANAGEMENT COMMITTEE: Not Applicable.

• Senior Management:

The Senior Management comprises of the following Personnel of the Company and there was no change during the year.

S.No	NAME OF SENIOR MANAGEMENT	DESIGNATION
1)	Dr. K.S.Ravindranath	Whole-time Director
2)	Mr. N K. Haribabu	Whole-time Director
3)	Mr.RAJASUKUMAR A	President - Business Development

(vi) REMUNERATION OF DIRECTORS

Remuneration policy and criteria for making payments to Non-Executive Directors

The Non-Executive Directors were paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the NRC. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting by special resolution sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors. The details of criteria of making payments to non-executive director are available in the website of the Company at www.indowind.com.

The Whole time Directors receive remuneration as approved by shareholders. Except the Whole-Time Directors, all other Directors are only subject to sitting fees only. The notice period is for 2 months and the service is up to the period appointment/reappointment approved by the shareholders. Rests of the disclosure mentioned in Point C of Para 6 of Corporate Governance Report are Nil.

None of the non-executive directors had any pecuniary relationship with the Company other than the receipt of sitting fees.

(vii) GENERAL BODY MEETINGS

(a) Location and time of last three Annual General Meetings

Year	Location	Date	Time
2022-23	Indowind Energy Limited, 114, Kothari Building, 4th Floor, M.G.Road, Nungambakkam, Chennai-600034 through Video Conferencing.	25-09-2023	4.00 pm
2021-22		30-9-2022	4.00 pm
2020-21		29-09-2021	4.00 pm

(b) Special Resolutions

The following special resolutions were passed in the previous three Annual General Meetings:

Date of AGM	Subject
25-09-2023	Reappointment of Mr. N K. Haribabu (DIN.06422543) as Whole-Time Director (Finance To increase the Authorised Share Capital of the Company
30-9-2022	Appointment of Mr R. Sridhar - as Non-executive &Non independent Director Appointment of Ms. Sangeetha Lakhi - as Independent Director Reclassification & Increase in the Authorised share capital from Rs 107 crores to Rs 142 crores
29-09-2021	Re-Appointment of Mr.K.S.Ravindranath DIN: 00848817 as Whole Time Director
	Re-Appointment of Mr.K.R. ShyamSundarDIN:03560150asIndependentDirector
	Appointment of Mr.N.K.HariBabu DIN: 06422543 as Whole Time Director
	ApprovalforAppointmentofMs.AliceChhikaraDIN:00088920asIndependentDirector
	Approval for Transactions with Related Parties

Postal Ballot

During the year the special resolutions were passed for Issue of Warrants on Preferential Basis on 30.11.2023 and 09.02.2024 but they were not processed. The details of voting pattern are as follows:-

R?S?lutK>n- ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS

Resolution Rmjuirad (Ordinary/Spacial}- Special

Whether promoter/pramater ok interested in the agenda/resotution? No

KRA fi ASSOCIATES Practicing Company Secretaries, Chennai, was appointed as the Scrutinizer for conducting the postal ballot process, in a fair and transparent manner. The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs from time to time.

(viii) MEANS OF COMMUNICATION • Quarterly Results

The Companys Quarterly Financial Results and the Annual Audited Financial Results ar announced as per the requirements of the SEBI (Listing obligations and Disclosure Requirement;

Regulations, 2015 with the Stock Exchange. The aforesaid financial results are intimated to Stock exchanges where the Companys securities is listed, immediately after the approval of the Board of directors and are simultaneously displayed in Companys website www.indowind.com

• Newspapers wherein results normally published:

The Companys quarterly, half yearly and annual audited financial results are normally published in leading daily newspapers, viz Trinity Mirror(English National daily newspaper) and Makkal kural (vernacular newspaper-Tamil).

• Website

The quarterly & annual financial results of company are displayed in a separate section called Financial Reports under head of "Investor Information" in the website of the Company i.e. www.indowind.com

• Official News releases & other Communication

All other official news releases which are required to be disclosed pursuant to Regulation 46 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 are available on the website the Company www.indowind.com with separate categories.

• Presentations made to institutional investors or to the analysts

The Company has not made any Presentations to investors or to the analysts during the financial year ended March 31, 2024.

(ix)GENERAL SHAREHOLDER INFORMATION:

29th Annual General Meeting through Video Conferencing
Date	27th September 2024
Time	4.00 PM
Financial Year	01/04/2023 - 31/03/2024
The name and address of each stock exchange(s) at which the listed entitys securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s);	BSE Limited Floor 25, P. J. Towers, Dalal Street, Mumbai - 400 001. National Stock Exchange of India Limited "Exchange Plaza", C1 Block G, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. • 532894-BSE • INDOWIND-NSE The company confirms that the annual listing fees are paid.
Registrar and Share Transfer Agent	M/s.Bigshare Services Pvt Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road,Saki Naka, Andheri (East), Mumbai 400 072. shwetas@bigshareonline.com.

(x) Market Price Data and Performance of the share price of the Company in comparison to broad-based indices such as BSE SENSEX and NIFTY 50 are given below:

The performance in comparison to broad based indices doesnt have any significant change.

STOCK EXCHANGE	BSE		NSE
MONTH	HIGH PRICE	LOW PRICE	HIGH PRICE	LOW PRICE
Apr-23	13	9.49	12.9	9.4
May-23	12.4	10.1	12.3	10.65
Jun-23	12.01	9.6	12	9.85
Jul-23	15.1	9.7	14.95	9.9
Aug-23	14.48	12.7	14.5	12.35
Sep-23	14.48	12.82	14.4	12.9
Oct-23	20.04	12.9	19	12.58
Nov-23	18	15.17	17.7	15.2
Dec-23	24.69	17.3	24.6	11.9
Jan-24	33.16	20.55	33.2	11.9
Feb-24	32.5	22.63	32.5	23.2
Mar-24	23.02	19.4	23.02	19.5

(xi) Registrar and Share Transfer Agent:

M/s. Big share Services Pvt. Ltd who is registered with SEBI as a Category II Registrar, have been appointed as the registrar and share transfer agent of the company for both physical and electronic segment and have complied with share transfer formalities regularly. The Address for correspondence is No. Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai -400093.Phone:022-40430200Fax:022-28475207.Email: shwetas@bigshareonline.com.

(xii) Share Transfer System

Requests for share transfer, transmissions, transpositions etc., are processed by the RTA and returned within the stipulated time, if the documents are found to be in order. The routine requests from shareholders like transfer, transmission, transposition, change of name etc., are approved by the Managing Director / Whole time Director (Works) /Company Secretary and the details are placed before the Stakeholders Relationship Committee and the Board.

(xiii) Disclosure of commodity price risks and commodity hedging activities.

Not applicable.

(xiv) Dematerialization of Shares and Liquidity:

The Shares of the Company are listed in BSE Limited and National Stock Exchanges of India Ltd; out of which 99.97% Shares are held in Demat as on 31^st March 2024 and the balance 0.03% are in physical form which belongs to general public. The Demat ISIN in NSDL and CDSL is INE227G01018.

(xv) Distribution of Shareholding as on 31.03.2024

Range of Shares		Holders		Shares
From	To	Number of Shareholders	Percentage of Total	Share Amount in ^	Percentage of Total
1	5000	67395	82.8417	75918940	5.8942
5001	10000	6643	8.1655	56142870	4.3589
10001	20000	3574	4.3931	55159490	4.2825
20001	30000	1224	1.5045	31683410	2.4599
30001	40000	573	0.7043	20749460	1.6110
40001	50000	550	0.6761	26359500	2.0465
50001	100000	735	0.9035	56086100	4.3545
100001 and above		660	0.8113	751244030	58.3256
Total		81,354		10,73,47,800.00	83.3330

(xvi) Outstanding FCCB:

FCCB of 15Mn USD were to be converted into 1,54,81,273 Equity Shares on December 2012, as per the term sheet executed in writing by more than 90% of Bond Holders and approved by shareholders & RBI. The company has gone on appeal against the High Court Order in C.P No. 172/2011 dated 20.05.2020.

The winding up petition filed by New York Mellon on behalf of a Bondholder against the Company before the Honble High Court of Madras under Section 433 (e) of the Companies Act 1956, the Proceedings of which has been under process since 2011, has been allowed by the Honble High Court of Madras. The Company has filed an appeal challenging the said admission and the same is pending.

(xvii) Location of site offices:

NETTUR	ARALVOIMOZHI	GADAG	CHITRADURGA
Kidararakulam, Alangulam, Tirunelveli Dist. Tamilnadu- 627854	Subash Nagar, Kumarapuram Road, Kanyakumari Dist. Tamilnadu- 629301	Adarsha Nagar, Plot No. 16, Gadag, Karnataka-562 103	Srinivas Complex, First Floor, B.P. Extension Area, Chitradurga- 577501

(xviii) Address for Correspondence:

REGISTERED OFFICE	Indowind Energy Limited "Kothari Building" 4th Floor, 114, M.G.Road, Nungambakkam, Chennai-600034. Phone:044-2833 0867/ 2833 1310 Fax:044-28330208 Email:contact@indowind.com
BRANCH OFFICES	No.85, KamarajarSalai, Madurai- 625009.
	No.603,KeshavaBuilding,6thFloor, Bandra Kurla Complex, Bandra East,Mumbai-600051

(xix) Credit Ratings:

The Company has not obtained any new credit rating during the financial year ending 31^st March, 2024.

(xx) Other Disclosures:

• There were no materially significant related party transactions that had potential conflict with the interests of the Company at large. Transactions in the ordinary course of business with the related parties are disclosed in the Notes to Financial Statements.

• Details of non-compliance by the Company, penalties and strictures imposed on the Company by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years: Nil

• As stipulated under the Act and the Regulations a Vigil Mechanism / Whistle Blower Policy has been framed, the text of which has been uploaded in the website of the Company. No personnel have been denied access to the Audit Committee.

• The company has complied with all applicable mandatory requirements in terms of Regulations 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed elsewhere in this report.

• The policy for determining material subsidiaries is disclosed in the website of the Company under the link :http://www.indowind.com/download/POLICY%20FOR%20DETERMINATION.pdf.

• The policy on dealing with Related Party Transactions is disclosed in the website of the Company under the below link: http://indowind.co.in/wp-content/uploads/2024/06/RPT- POLICYpdf.

• Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).-Nil

• the company has received a certificate from KRA fi Associates, Practising Company Secretaries, that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of the companies by Ministry of Corporate Affairs or any such statutory authority and compliance certificate of Corporate Governance are attached as ANNEXURE V.

• The Board has accepted all recommendations of the Committees of the Board during the financial year 2023-2024.

• The total fees paid to the statutory auditors is about ^5,00,000/- for Statutory Audit and ^75,000/-for Limited Review Report and there were no other payments to the statutory auditor or other entities in the network firm/network entity of which the statutory auditor is apart.

• The loans and advances by the company in the nature of loans to companies in which directors are interested is NIL.

• Disclosures in relation to the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal ) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As

per the Act, 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. The following is summary of sexual harassment complaints received, disposed and pending during the year 2023-24:

• No. of complaints filed during the financial year is Nil.

• No. of complaints disposed of during the financial year under review is Nil.

• No. of complaints pending at the end of the financial year under review is Nil.

Details of material subsidiaries of the listed entity	INDOWIND POWER PRIVATE LIMITED
Date and place of incorporation	19th August 2010
Name and Date of appointment of the statutory auditors	M/s.S.Vasudevan fi Associates 29/09/2020

• All the requirements of Corporate Governance Report specified in Sub-Paras (2) -(10) of Para C of Schedule V to the Regulations have been complied with.

• The details of adoption of discretionary requirements as stipulated in Part E of Schedule II of SEBI(LODR)Regulations,2015 are as follows:

• The Company has complied with all the requirement of corporate governance report which is mentioned in S.No 2 to 10 of schedule V of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

• The corporate governance report has disclosed the extent to which the discretionary requirements as specified in Part E of the Schedule II to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Refer10 (d)]

• The Company has complied with the corporate governance requirements as specified in Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations.

F. Disclosures with respect to demat suspense account/ unclaimed suspense account - Not Applicable.

DECLARATION BY CFO & WTD

This is to declare that the respective Code of conduct envisaged by the Company for Members of the Board and Senior Management Personnel have been complied with by all the members of the Board and senior management Personnel of the Company.

Place: Chennai Date: 14-08-2024