Adani Green Energy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 10^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

('' in crore)
Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	11,212	9,220	19,613	12,001
Other Income	1,199	1,240	1,123	870
Foreign Exchange gain/ (loss) (net)	11	61	13	56
Total Income	12,422	10,521	20,749	12,927
Cost of Material Sold	1,440	1,187	19,346	13,682
Changes in inventories	-	-	(1,501)	(2,103)
Employee Benefit Expenses	128	77	79	42
Depreciation and Amortisation Expenses	2,498	1,903	61	30
Finance Cost	5,492	5,088	1,749	1,521
Other Expenses	767	638	176	175
Total Expenditure	10,325	8,893	19,910	13,347
Profit / (Loss) before exceptional items and tax	2,097	1,628	839	(420)
Exceptional items	(326)	(246)	(77)	(71)
Profit / (Loss) before tax	1,771	1,382	762	(491)
Tax Expense	214	411	108	55
Profit / (Loss) before share in Joint Venture and tax	1,557	971	654	(546)
Share of Profit / (Loss) from Joint Venture (net of tax)	444	289	-	-
Net Profit / (Loss) for the year	2,001	1,260	654	(546)
Other Comprehensive income / (loss) (net of tax)	59	(6)	60	50
Total Comprehensive Income / (loss) for the year	2,060	1,254	714	(496)

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

Consolidated Financial Performance of your Company:

Your Company has recorded revenue from operations to the tune of '' 11,212 Crore during the financial year 2024-25 (FY 2024-25) compared to '' 9,220 Crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of '' 10,088 Crore compared to '' 8,619 Crore in the previous year.

Net profit for the FY 2024-25 is '' 2,001 Crore as compared to '' 1,260 Crore in the previous financial year.

Earnings per share stood at '' 8.37 on diluted basis on face value of '' 10/- each.

Operational Highlights:

Adani Green Energy Limited ("Adam Green” / "Company”) is India''s largest and one of the leading renewable energy companies in the world, enabling the clean energy transition. Adani Greendevelops, owns, and operates utility scale grid-connected solar, wind and hybrid renewable power plants. Adani Green currently has an operating renewable portfolio of 14.2 GW, the largest in India, spread across 12 states. Adani Green is credited with developing several landmark renewable energy power plants, the latest being the world''s largest single location renewable power plants being developed at Khavda, Gujarat. Your Company has set a target of achieving 50 GW by 2030 aligned to India''s decarbonization goals. Adani Green is focused on leveraging technology to reduce the Levelized Cost of Energy (LCOE) in pursuit of enabling largescale adoption of affordable clean energy. Adani Green''s operating portfolio is certified ''water positive for plants of more than 200 MW capacity'', ''single-use plastic free'' and ''zero waste-to-landfill'', a testament to your Company''s commitment of powering sustainable growth.

¦ Operational capacity increased by 30% YoY to 14.2 GW.

¦ Sale of Energy increased by 28% YoY at 27,969 million units in FY25 vs. 21,806 million units in FY24.

¦ Solar portfolio capacity utilization factor (CUF) at 24.8% backed by 99.5% plant availability.

¦ Wind portfolio CUF at 27.2% backed by 95.9% plant availability.

¦ Hybrid portfolio CUF at 39.5% backed by 99.6% plant availability.

Standalone Financial Results:

Your Company has recorded revenue from operations to the tune of '' 19,613 Crore during the FY 2024-25 compared to '' 12,001 Crore in the corresponding previous financial year.

Net profit for the FY 2024-25 is '' 654 Crore as compared to loss of '' 546 Crore in the previous financial year.

Earnings per share stood at '' 3.74 on face value of '' 10/- each.

Credit Rating

Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend and Reserves Dividend

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website on

https://www.adanigreenenergy.com/-/media/

Project/GreenEnergy/Corporate-Governance/Policy/

Dividend-Distribution-Policy.pdf

Unclaimed Dividends

The Company has not declared dividend since its incorporation and hence, there are no outstanding and unclaimed dividends.

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY25, after all appropriations and adjustments, was '' (286) crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is '' 2,500 crore and paid-up equity share capital of your Company is '' 1,584.03 crore.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis

Pursuant to the shareholders'' approval received at the Extra-ordinary General Meeting held on January 18, 2024, your Company has issued 6,31,43,677 warrants at a price of INR 1,480.75 per warrant, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each to Ardour Investment Holding Ltd, by way of preferential issue on a private placement basis for an aggregate consideration of up to '' 9,350 crore. Your Company had received minimum 25% of the funds towards warrant subscription and the funds received from proceeds of warrants were fully utilized as per the Objects stated in the Offer Document.

Redemption of USD 750 Million Holdco Notes

During the year under review, your Company redeemed all outstanding USD 750 million 4.375% Holdco Notes due on September 08, 2024.

Corporate Restructuring

a) Scheme of Arrangement by the subsidiaries under the approval of the office of Regional Director of Ministry of Corporate Affairs

The Hon''ble Regional Director, North Western Region, Ahmedabad, vide its order dated February 27, 2025, approved the Scheme of Arrangement for amalgamation of Adani Renewable Energy Forty Eight Limited into Adani Green Energy Twenty Five B Limited (which was holding 100% shares of Adani Renewable Energy Forty Eight Limited). The Scheme, with the appointed date as December 10, 2024, was made effective from March 04, 2025.

Adani Green Energy Twenty Five B Limited is a step-down wholly-owned subsidiary of your Company. There is no change in the interest of your Company upon this merger coming into effect.

b) Composite Scheme of Arrangement by the subsidiaries under the approval of Hon''ble National Company Law Tribunal, bench at Ahmedabad

A Composite Scheme of Arrangement, among Adani Wind Energy (Gujarat) Private Limited, Surajkiran Solar Technologies Limited, Surajkiran Renewable Resources Limited ("Transferor Companies”), Adani Wind Energy Kutchh One Limited ("Demerged Company”) and Spinel Energy & Infrastructure Limited ("Transferee Company / Resulting Company”) and their respective shareholders and creditors, has been filed before the Hon''ble National Company Law Tribunal, Ahmedabad Bench. The Composite Scheme is under process of approval at Hon''ble NCLT. Upon the Scheme coming into effect, the Transferor Companies will stand dissolved and that the Demerged Undertaking of the Demerged Company will stand transferred and vested into the Resulting Company. Since the Transferor Companies, Demerged Company and Transferee Company / Resulting Company are wholly-owned subsidiaries of the Company, there will be no change in the interest of your Company upon this merger coming into effect.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities, which is exempted under Section 186 of the Act. The details of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the following changes have taken place in subsidiaries, associates and joint ventures:

A) Following Companies ceased to be wholly-owned subsidiaries (and continues to be subsidiaries):

Name of the Company	Shareholding interest as at beginning of the year (directly / indirectly)	Shareholding interest as at end of the year (directly / indirectly)
Adani Renewable Energy Sixty Four Limited	100%	50%
Adani Renewable Energy Fifty Six Limited	100%	50%

B) Composite Scheme of Arrangement has been filed by the subsidiaries before Hon''ble National Company Law Tribunal, bench at Ahmedabad. Upon the Composite Scheme coming into effect, following wholly-owned subsidiaries of the Company will stand amalgamated into other Wholly-owned subsidiary of the Company:

Transferor Company	Transferee Company
Transferor Company	Adani Wind Energy (Gujarat) Private Limited
	Surajkiran Solar Technologies Limited
	Surajkiran Renewable Resources Limited
Transferee Company	Spinel Energy & Infrastructure Limited (proposed to be renamed as Adani Wind Energy (Gujarat) Limited upon Composite Scheme of Arrangement coming into effect)

C) Following step-down subsidiary of the Company was amalgamated into other step-down subsidiary of the Company:

Transferor Company	Transferee Company
Transferor	Adani Renewable Energy Forty
Company	Eight Limited
Transferee	Adani Green Energy Twenty Five B
Company	Limited

D) Following Companies were incorporated as wholly-owned stepdown subsidiaries:

• Adani Hydro Energy One Limited

• Adani Hydro Energy Two Limited

• Adani Hydro Energy Three Limited

• Adani Hydro Energy Four Limited

• Adani Hydro Energy Five Limited

• Adani Green Energy Sixty Five Limited

• Adani Green Energy Sixty Six Limited

• Adani Green Energy Sixty Seven Limited

• Adani Green Energy Sixty Eight Limited

• Adani Green Energy Sixty Nine Limited

E) Following overseas step-down subsidiaries of the Company were struck-off and thereafter dissolved:

• Adani Ten Limited

• Adani Ten A Limited

• Adani Ten A Holdings Limited

• Adani Ten Holdings Limited

• Adani Cleantech One Limited

• Adani Cleantech One Holdings Limited

• Adani Energy Cleantech One Holdings Limited

• Adani Energy One Holdings Limited

• Adani Cleantech Three Limited

• Adani Cleantech Three Holdings Limited

• Adani Energy Cleantech Three Holdings Limited

• Adani Energy Three Holdings Limited

• Adani Four Limited

• Adani Four A Limited

• Adani Four A Holdings Limited

• Adani Four Holdings Limited

• Adani Nine Limited

• Adani Nine A Limited

• Adani Nine A Holdings Limited

• Adani Nine Holdings Limited

• Adani Wind India Limited

• Adani Wind One Limited

• Adani Wind India Holdings Limited

• Adani Energy Global Wind Holdings Limited

F) Following overseas step-down subsidiaries of the Company were dissolved:

• Adani Five Limited

• Adani Five A Limited

• Adani Five A Holdings Limited

• Adani Five Holdings Limited

G) Following overseas step-down subsidiaries of the Company were sold / disposed-off:

• Phuoc Minh Renewables Pte. Ltd. (formerly known as Adani Phuoc Minh Renewables Pte Ltd)

• Phuoc Minh Wind Pte. Ltd. (formerly known as Adani Renewable Pte Ltd)

• Adani Phuoc Minh Wind Power Joint Stock Company (formerly known as Adani Phuoc Minh Wind Power Company Limited)

• Phuoc Minh Solar Pte. Ltd. (formerly known as Adani Green Energy (Vietnam) Pte. Limited)

• Adani Phuoc Minh Solar Power Joint Stock Company (formerly known as Adani Phuoc Minh Solar Power Company Limited)

H) Following subsidiaries / step-down subsidiaries of the Company were voluntarily struck-off:

• Adani Renewable Energy Twenty Two Private Limited

• Adani Renewable Energy Twenty Three Private Limited

• Adani Renewable Energy Twenty Five Private Limited

• Adani Renewable Energy Twenty Six Private Limited

• Adani Renewable Energy Twenty Seven Private Limited

• Adani Renewable Energy Twenty Eight Private Limited

• Adani Renewable Energy Twenty Nine Private Limited

• Adani Renewable Energy Thirty Private Limited

• Adani Renewable Energy Thirty One Private Limited

• Adani Renewable Energy Thirty Two Private Limited

• Adani Renewable Energy Thirty Three Private Limited

• Adani Renewable Energy Thirty Four Private Limited

• Adani Renewable Power LLP

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanigreenenergy.com).

Material Subsidiary

Based on Financial Statement as on March 31, 2025, your Company had no unlisted material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Alteration in the Constitutional document

The Board of Directors of the Company has, in its meeting held on April 28, 2025, approved the alteration to the Articles of Association of the Company with respect to deletion of the common seal clause, which shall be subject to approval of the shareholders at the ensuing Annual General Meeting ("AGM”). More details of proposed changes in the Articles of Association of the Company are disclosed in the notice calling the 10^th AGM, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2025, your Company''s Board had ten members comprising of two Executive Directors, two Non-Executive and Non-Independent Directors, one Non-Executive Nominee Director and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company''s business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment / Cessation / Change in Designation of Directors and Key Managerial Personnel

During the year under review, there was no change in the Directorships.

The following changes took place in the Key Managerial Personnel who were also categorized as Senior Management Personnel:

Appointment:

The Board of Directors at its meeting held on December 30, 2024 appointed Mr. Ashish Khanna as the Chief Executive Officer (CEO) of the Company, and who has assumed his role as CEO effective April 01, 2025.

Mr. Saurabh Shah was appointed as the Chief Financial Officer of the Company, effective from October 01, 2024.

Cessation:

Mr. Amit Singh stepped down from his position as CEO of the Company, effective March 31, 2025.

Mr. Phuntsok Wangyal ceased to be the Chief Financial Officer of the Company, with effect from the closure of the business hours on September 30, 2024.

Re-appointment of Director(s)

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN: 0 0 0 0 6273) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Gautam S. Adani as Director for your approval.

Further, the Members at the 6^th Annual General Meeting of the Company held on July 13, 2021, approved the appointment of Mr. Vneet S. Jaain (DIN: 00053906) as Managing Director and Mr. Raminder Singh Gujral (DIN: 07175393) as Independent Director (Non-Executive) of the Company to hold office for a period of 5 (five) consecutive years w.e.f. July 10, 2020.

Accordingly, the term of appointment of Mr. Jaain as Managing Director and Mr. Gujral as Independent Director of the Company is set to expire on July 09, 2025.

Following a performance review and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company ("Board") at its meeting held on April 28, 2025 approved the re-appointment of Mr. Vneet S. Jaain as Managing Director for an additional term of 5 (five) years and approved the appointment of Mr. Raminder Singh Gujral as Independent Director (Non-Executive) for the second term of 3 (three) years, both, effective from July 10, 2025, which shall be subject to approval of the shareholders of the Company.

Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM..

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and

6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are the Key Managerial Personnel ("KMPs”) of your Company as per Sections 2(51) and 203 of the Act:

¦ Mr. Vneet S. Jaain, Managing Director

¦ Mr. Sagar R. Adani, Executive Director

¦ Mr. Ashish Khanna, Chief Executive Officer

¦ Mr. Saurabh Shah, Chief Financial Officer

¦ Mr. Pragnesh Darji, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the following committees / sub-committees.

Statutory Committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Governance Committees:

¦ Corporate Responsibility Committee

¦ Information Technology & Data Security Committee

¦ Legal, Regulatory & Tax Committee

¦ Reputation Risk Committee

¦ Mergers and Acquisition Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 9 (nine) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and

SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors'' Meeting

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Nomination and Remuneration Committee (NRC) engaged Talentonic HR Solutions Private Limited ("Talentonic”), an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY25.

A detailed Board effectiveness assessment questionnaire was developed by Telentonic based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic direction, fit-for-purpose and focus on environment, social and governance.

The results of the evaluation confirmed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on March 28, 2025. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs /meetings where subject matter experts apprise the Directors on key global trends. The details of such programs are provided

in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) which is available on the website of your Company at https://www.adanigreenenergy.com/investors/ corporate-governance

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with the Board.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adanigreenenergy.com/investors/ corporate-governance.

The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY25 have been utilized for the purpose and in the manner approved by the Board of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Corporate-Governance/Policy/ Code-of-Conduct.pdf

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY25, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Legal, Regulatory and Tax Committee and the Board periodically monitor the status of compliances with applicable laws.

ESG initiatives adopted by your Company. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the Click here.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals are also being obtained for related party transactions which are long-term in nature and are being placed for noting by Audit Committee on yearly basis, in compliance of requirements of SEBI Listing Regulations.

All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

The Audit Committee comprise solely of the Independent Directors and Nominee Directors. However, in terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence does not form part of this report.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of the Company in the Extra Ordinary General Meeting held on September 25, 2024 and through Postal Ballot on January 31, 2025 (last date of e-voting).

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link:

https://www.adanigreenenergy.com/investors/

corporate-governance

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half

yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representatives of M/s. Dharmesh Parikh & Co. LLP and M/s. S R B C LLP, Statutory Auditors of your Company attended the previous AGM of your Company held on June 25, 2024.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Secretarial Auditors and Secretarial Auditors'' Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for FY25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. The Secretarial Audit Report for FY25 is unqualified and does not contain any observation.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates ("CSA”), Company Secretaries in Practice, (Peer Review Number: 6543/2025), as the Secretarial Auditors of the Company for a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is subject to

shareholders'' approval at the AGM. M/s. Chirag Shah & Associates have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 1,296 (consolidated basis) employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the

respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at:

https://www.adanigreenenergy.com/-/media/

Project/GreenEnergy/Corporate-Governance/Policy/

Whistle-Blower-Policy.pdf

During the year under review, 1 (one) complaint was reported under the whistle blower policy. Details of the complaint and investigation report were placed before the Audit Committee for its noting.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code”) to regulate, monitor and report trading in your Company''s shares by your Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI”). The PIT Code covers your Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of UPSI. PIT Code is available on your Company''s website and link for the same is given in Annexure-A of this report.

The employees undergo mandatory training / certification on PIT Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Chairman nor the Managing Director / Executive Director nor CEO of your Company received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (Including sweat equity shares) to employees of your Company under any scheme.

3. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan was obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors'' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and the confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

---

Mar 31, 2024

The Directors are pleased to present the 9^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

(Rs. in Crore)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	9,220	7,792	12,001	7,629
Other Income	1,240	841	870	780
Total Income	10,460	8,633	12,871	8,409
Cost of Material Sold	1,187	1,748	13,682	4,280
Changes in inventories	-	-	(2,103)	3,218
Employee Benefit Expenses	77	40	42	36
Depreciation and Amortisation Expenses	1,903	1,300	30	11
Finance Cost	5,006	2,911	1,521	892
Foreign Exchange (gain)/ loss (net)	21	559	(56)	200
Other Expenses	638	514	175	38
Total Expenditure	8,832	7,072	13,291	8,675
Profit / (Loss) before exceptional items and tax	1,628	1,561	(420)	(266)
Exceptional items	(246)	(194)	(71)	(67)
Profit / (Loss) before tax	1,382	1,367	(491)	(333)
Tax Expense	411	453	55	(5)
Profit / (Loss) before share in Joint Venture and tax	971	914	(546)	(328)
Share of Profit / (Loss) from Joint Venture (net of tax)	289	59	-	-
Net Profit / (Loss) for the year	1,260	973	(546)	(328)
Other Comprehensive income / (loss) (net of tax)	(6)	(56)	50	(52)
Total Comprehensive Income / (loss) for the year	1,254	917	(496)	(380)

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

Consolidated Financial Performance of your Company:

Your Company has recorded revenue from operations to the tune of '' 9,220 crore during the financial year 2023-24 (FY 2023-24) compared to '' 7,792 crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of '' 8,558 crore compared to '' 6,331 crore in the previous year.

Net profit for the FY 2023-24 is '' 1,260 crore as compared to '' 973 crore in the previous financial year.

Earnings per share stood at '' 6.21 and '' 6.20 on diluted basis on face value of '' 10/- each.

Operational Highlights:

Adani Green Energy Limited (AGEL / Company) is India''s largest and one of the leading renewable energy companies in the world, enabling the clean energy transition. AGEL develops, owns, and operates utility scale grid-connected solar, wind and hybrid renewable power plants. With a locked-in growth trajectory up to 21.9 Gigawatt (GW), AGEL currently has an operating renewable portfolio of over 10.9 GW, the largest in India, spread across 12 states. AGEL is credited with developing several landmark renewable energy power plants, the latest being the world''s largest wind-solar hybrid power cluster of 2,140 Megawatt (MW) in Jaisalmer, Rajasthan. The company has set a target of achieving 45 GW by 2030 aligned to India''s decarbonization goals. AGEL is focused on leveraging technology to reduce the Levelized Cost of Energy (LCOE) in pursuit of enabling largescale adoption of affordable clean energy. AGELs operating portfolio is certified ''water positive for plants of more than 200 MW capacity'', ''single-use plastic free'' and ''zero waste-to-landfill'', a testament to the company''s commitment of powering sustainable growth.

¦ Operational capacity increases by 35% YoY to 10,934 MW

¦ Sale of Energy increases by 47% YoY at 21.806 million units in FY24 vs. 14,880 million units in FY23.

¦ Solar portfolio CUF at 24.5% backed by 99.7% plant availability.

¦ Wind portfolio CUF at 29.4% with 420 bps improvement YOY backed by 95.5% plant availability.

¦ Hybrid portfolio CUF at 40.7% with 520 bps improvement backed by 99.5% plant availability.

Standalone Financial Performance:

Your Company has recorded revenue from operations to the tune of '' 12,001 crore during the FY 2023-24 compared to '' 7,629 crore in the corresponding previous financial year.

Net loss for the FY 2023-24 is '' 546 crore as compared to loss of '' 328 crore in the previous financial year.

Earnings per share stood at '' (3.84) on face value of '' 10/- each.

Credit Rating

The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of the Integrated Annual Report.

Dividend

The Board of Directors ("Board”), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website on

https://www.adanigreenenergy.com/-/media/

Project/GreenEnergy/Corporate-Governance/Policy/

Dividend-Distribution-Policy.pdf

Unclaimed Dividends

The Company has never declared dividend since its incorporation and hence, there is no outstanding and unclaimed dividends.

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY24, after all appropriations and adjustments, was '' 5,165 crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of the Company. The equity authorized share capital of your Company is '' 2,500 crore and paid-up equity share capital of your Company is '' 1,584.03 crore.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis

Pursuant to the shareholders'' approval received at Extra-ordinary General Meeting held on January 18, 2024, your Company has issued 6,31,43,677 warrants at a price of '' 1,480.75 per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value of '' 10/- each to Ardour Investment Holding Ltd, by way of preferential issue on a private placement basis for an aggregate consideration of up to '' 9,350 crore.

Redemption plan for USD 750 million Holdco Bond

During the year under review, your Company had announced the completion of the funding of USD 750 million Holdco Bond due September 09, 2024.

A brief summary of the funding status is as detailed below -

Source of Fund	Amount (USD million)	Status
TotalEnergies JV Proceeds	300	Funded in SDRA on January 03, 2024
Promoter Preferential Allotment	281	Funded in SDRA on January 25, 2024
Debt Service Reserve Account, Hedge Reserves and Interest on Reserve Account	169	Accumulated balance in Reserve Account
Total	750

With the above, the entire bond redemptions are fully set aside in the respective accounts by way of term fixed deposits which can be utilised only for the redemption of the Holdco Notes. The bond stands defeased, 8 months prior to the maturity date of the Holdco Notes.

Corporate Restructuring Scheme of Arrangement of subsidiary

During the year under review, Hon''ble National Company Law Tribunal, Ahmedabad Bench ("NCLT”) vide its orders dated March 19, 2024, approved the Scheme of Amalgamation for merger of Adani Green Energy (Tamilnadu) Limited and Ramnad Renewable Energy Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Kamuthi Solar Power Limited and Adani Renewable Energy Holding Ten Limited and PN Clean Energy Limited and PN Renewable Energy Limited and TN Urja Private Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and Essel Urja Private Limited and KN Bijapura Solar Energy Private Limited and KN Indi Vijayapura Solar Energy Private Limited and KN Muddebihal Solar Energy Private Limited and KN Sindagi Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under sections 230 to 232 and other applicable provisions of the Act.

Adani Green Energy Twenty Three Limited is a subsidiary of the Company, wherein your Company holds 50% equity shares. There is no change in the interest of your Company upon this merger.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidate financial statements.

During the year under review, following changes have taken place in subsidiaries and joint ventures:

A) Following Companies ceased to be Wholly-owned:

Name of the Company	Shareholding interest as at beginning of the year (directly / indirectly)	Shareholding interest as at end of the year (directly / indirectly)
Adani Renewable Energy Nine Limited	100%	50%
Adani Hybrid Energy Jaisalmer Three Limited	100%	50%
Adani Renewable Energy Forty Five Limited	100%	50%
Adani Green Energy Twenty Five Limited	100%	75.50%

B) Following Companies were incorporated as Wholly-owned Subsidiaries (directly/indirectly):

¦ Adani Renewable Energy Fifty One Limited

¦ Adani Renewable Energy Fifty Five Limited

¦ Adani Renewable Energy Fifty Six Limited

¦ Adani Renewable Energy Fifty Seven Limited

¦ Adani Renewable Energy Fifty Eight Limited

¦ Adani Renewable Energy Sixty One Limited

¦ Adani Renewable Energy Sixty Limited

¦ Adani Renewable Energy Sixty Two Limited

¦ Adani Renewable Energy Sixty Three Limited

¦ Adani Renewable Energy Sixty Four Limited

¦ Adani Renewable Energy Fifty Nine Limited

¦ Adani Renewable Energy Fifty Two Limited

¦ Adani Renewable Energy Fifty Three Limited

¦ Adani Renewable Energy Fifty Four Limited

C) Following step-down subsidiary was struck-off:

¦ Adani Renewable Energy Twenty Four Private Limited

D) Following step-down subsidiaries are having status of "under process of striking off" on Ministry of Corporate Affairs, as at end of the financial year:

¦ Adani Renewable Energy Twenty Two Private Limited

¦ Adani Renewable Energy Twenty Three Private Limited

¦ Adani Renewable Energy Twenty Five Private Limited

¦ Adani Renewable Energy Twenty Six Private Limited

E) Following subsidiaries were merged into Adani Green Energy Twenty Three Limited (subsidiary of Company):

¦ Adani Green Energy (Tamilnadu) Limited

¦ Ramnad Renewable Energy Limited

¦ Ramnad Solar Power Limited

¦ Kamuthi Renewable Energy Limited

¦ Kamuthi Solar Power Limited

¦ Adani Renewable Energy Holding Ten Limited

¦ PN Clean Energy Limited

¦ PN Renewable Energy Limited

¦ TN Urja Private Limited

¦ Essel Gulbarga Solar Power Private Limited

¦ Essel Bagalkot Solar Energy Private Limited

¦ Essel Urja Private Limited

¦ KN Bijapura Solar Energy Private Limited

¦ KN Indi Vijayapura Solar Energy Private Limited

¦ KN Muddebihal Solar Energy Private Limited

¦ KN Sindagi Solar Energy Private Limited

These subsidiaries were Wholly-owned subsidiaries of Adani Green Energy Twenty Three Limited (directly or indirectly). The Company holds 50% shares of Adani Green Energy Twenty Three Limited. There is no change in the interest of your Company in Adani Green Energy Twenty Three Limited, upon this merger.

F) During the year under review, following overseas Companies which were Wholly-owned subsidiaries of the Company were struck-off and thereafter Dissolved:

¦ Adani Six A Holdings Limited

¦ Adani Six Holdings Limited

¦ Adani Seven Holdings Limited

¦ Adani Seven A Holdings Limited

¦ Adani Thirteen A Holdings Limited

¦ Adani Thirteen Holdings Limited

¦ Adani Sixteen Limited

¦ Adani Sixteen A Limited

¦ Adani Sixteen A Holdings Limited

¦ Adani Sixteen Holdings Limited

¦ Adani Green Energy (Australia) Pte. Limited

¦ Adani Green Energy (US) Pte. Limited

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective

subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanigreenenergy.com).

Material Subsidiaries

As on March 31, 2024, the Company had no material subsidiaries. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2024, your Company''s Board had ten members comprising of two Executive Directors, two Non-Executive and Non-Independent Directors, one Non-Executive Nominee Director and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel

During the year under review, following changes took place in the Directorships and Key Managerial Personnel:

Appointment:

¦ Mrs. Neera Saggi (DIN: 00501029) and Dr. Anup Shah (DIN: 00293207) were appointed as Additional Directors of your Company w.e.f. September 07, 2023. Their appointments were approved by the shareholders by passing special resolutions in the Extra Ordinary General Meeting held on December 05, 2023.

¦ Dr. Sangkaran Ratnam (DIN: 10333311) was appointed as Nominee Director of your Company w.e.f. October 23, 2023. His appointment was approved by the shareholders by passing an ordinary resolution in the Extra Ordinary General Meeting held on December 05, 2023.

¦ Mr. Amit Singh was appointed as Chief Executive Officer of the Company w.e.f. May 11, 2023.

Re-appointment / Change in designation:

¦ Designation of Mr. Vneet S. Jaain (DIN: 00053906) was changed from Managing Director & CEO to Managing Director from May 11, 2023 for remaining period of his appointment. Change in his designation was approved by the shareholders by passing an ordinary resolution in the Annual General Meeting held on July 19, 2023.

¦ Mr. Sagar R. Adani (DIN: 07626229) was re-appointed as an Executive Director of the Company for a period of further 5 years w.e.f. October 31, 2023. His re-appointment was approved by the shareholders by passing a special resolution in the Annual General Meeting held on July 19, 2023.

Cessation:

¦ Dr. Poornima Advani (DIN: 02626450), ceased to be Director of the Company w.e.f. April 01, 2023 on account of her sad demise. Dr. Poornima Advani''s unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to her family.

¦ Mrs. Ahlem Friga-Noy (DIN: 09652701) resigned as Nominee Director of the Company w.e.f. October 23, 2023.

The Board places on record the deep appreciation for valuable services and guidance provided by the outgoing Directors, during their tenure of Directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Rajesh Adani (DIN: 00006322) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Rajesh Adani as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Vneet S. Jaain, Managing Director

• Mr. Sagar R. Adani, Executive Director

• Mr. Amit Singh, Chief Executive Officer

• Mr. Phuntsok Wangyal, Chief Financial Officer

• Mr. Pragnesh Darji, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024, the Board has constituted the following committees / sub-committees.

Statutory Committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Governance Committees:

¦ Corporate Responsibility Committee

¦ Information Technology & Data Security Committee

¦ Legal, Regulatory & Tax Committee

¦ Reputation Risk Committee

¦ Mergers and Acquisition Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under

review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 8 (eight) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors'' Meeting

The Independent Directors met on February 12, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Nomination and Remuneration Committee (NRC) engaged Talentonic, an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY24.

A detailed Board effectiveness assessment questionnaire was developed by the external advisory company based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic direction, fit-for-use and focus on Environment, Social and Governance.

The results of the evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on February 12, 2024 and also at the NRC meeting and Board meeting held on May 03, 2024. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company''s business. These updates

help the Directors in keeping abreast of key changes and their impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and longterm sustainable growth for the Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) which is available on the website of your Company at

https://www.adanigreenenergy.com/investors/

corporate-governance

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adanigreenenergy.com/investors/ corporate-governance. The Annual Report on CSR activities is annexed and forms part of this report.

The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at

https://www.adanigreenenergy.com/-/media/

Project/GreenEnergy/Corporate-Governance/Policy/

Code-of-Conduct.pdf

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance

(ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.adanigreenenergy. com/-/media/Project/GreenEnergy/Investor-Downloads/ Annual-Return/FY24.pdf

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. Further, only those members of the Committee, who are Independent Directors, approve the related party transactions. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee of the Board of Directors of your Company has also approved the related party transactions to which subsidiaries of the Company are party but Company is not a party and the aggregate value of which exceeds ten percent of annual standalone turnover of the respective subsidiaries as on March 31, 2023.

All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

The Audit Committee comprise solely of the Independent Directors and Nominee Directors. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of the Company in the Annual General Meeting held on July 19, 2023 and Extra Ordinary General Meetings held on December 21, 2023 and March 09, 2024.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link:

https://www.adanigreenenergy.com/investors/

corporate-governance

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representatives of M/s. Dharmesh Parikh & Co. LLP and M/s. S R B C LLP, Statutory Auditors of your Company attended the previous AGM of your Company held on July 19, 2023.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Chirag Shah & Associates, Practicing

Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

The Secretarial Auditor has given following observation in their report:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that except for Regulation 17(1) and 19 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 for Non-compliance with the

requirements pertaining to the composition of the Board and Nomination and Remuneration Committee during the period of May 23, 2023 to September 06, 2023. A penalty of an aggregate amount of '' 0.16 crore was levied by stock exchanges for delay in compliance of requirements of Regulation 17(1). However, the Company has complied with the Regulation 17(1) and 19 w.e.f. September 07, 2023.

The observation is self-explanatory in nature and doesn''t require any comments from the Board, as the Company has already complied with the regulation 17(1) and 19 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 effective from September 07, 2023.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 3,324 (consolidated basis) employees as of March 31, 2024.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule

5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at:

https://www.adanigreenenergy.com/-/media/

Project/GreenEnergy/Corporate-Governance/Policy/

Whistle-Blower-Policy.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website and link for the same is given in Annexure-A of this report.

The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Chairman, nor the Managing Director and nor the CEO of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there

were no transactions/events of these nature during the

year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. I ssue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors'' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

---

Mar 31, 2023

Your Directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2023 (FY 2022-23).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of

the Companies Act, 2013 ("Act"),

The summarized financial highlight is depicted below:				(H in Crore)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	7,792	5,133	7,629	10,672
Other Income	841	415	780	438
Total Income	8,633	5,548	8,409	11,110
Cost of Material Sold	1,748	1,286	4,280	12,559
Changes in inventories	-	-	3,218	(2,072)
Employee Benefit Expenses	40	34	36	26
Depreciation and Amortisation Expenses	1,300	849	11	7
Finance Cost	2,911	2,617	892	775
Foreign Exchange (gain)/ loss (net)	559	(29)	200	(51)
Other Expenses	514	303	38	37
Total Expenditure	7,072	5,060	8,675	11,281
Profit / (Loss) before exceptional items and tax	1,561	488	(266)	(171)
Exceptional items	(194)	64	(67)	41
Profit / (Loss) before tax	1,367	552	(333)	(130)
Tax Expense	453	64	(5)	(72)
Profit / (Loss) before share in Joint Venture and tax	914	488	(328)	(58)
Share of Profit / (Loss) from Joint Venture (net of tax)	59	1	-	-
Net Profit / (Loss) for the year	973	489	(328)	(58)
Other Comprehensive income / (loss) (net of tax)	(56)	(84)	(52)	(61)
Total Comprehensive Income / (loss) for the year	917	405	(380)	(118)

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

2. Further, there has been no change in nature of business of your Company.

2022-23 (FY 2022-23) compared to H5,133 Crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H5,772 Crore compared to H3,954 Crore in the previous year.

Performance Highlights

Consolidated Financial Performance of your Company:

Your Company has recorded revenue from operations to the tune of H7,792 Crore during the financial year

Net profit for the FY 2022-23 is H973 Crore as compared to H489 Crore in the previous financial year.

Earnings per share stood at H5.41 on face value of

H10/- each.

Operational Highlights:

Adani Green Energy Limited (AGEL / Company), is the renewable energy platform of Adani Portfolio.

Your Company has one of the world''s largest renewable portfolios, with locked-in growth of 20.4 GW across operational, under-construction, awarded and acquired assets, catering to investment-grade counterparties. Your Company develops, builds, owns, operates, and maintains utility-scale grid-connected solar and wind farm projects. AGEL is focused on decarbonization of power generation and is helping India meet its sustainability goals. Mercom Capital, the US-based think tank has ranked Adani Group as the #1 global solar power generation asset owner. AGEL has also been awarded as Global Sponsor of the Year by Project Finance International (PFI) recognizing AGEL as a key driver of energy transition.

• Operational capacity increases by 49% YoY to 8,086 MW

• Sale of Energy increases by 58% YoY at 14,880 million units in FY23 vs. 9,426 million units in FY22

• Solar portfolio CUF at 24.7% with 90 bps

improvement YoY backed by 99.6% plant availability

• Wind portfolio CUF at 25.2% with 560 bps reduction YoY. The reduction is primarily due to one-off disruption in transmission line (force

majeure) for 150 MW plant at Gujarat, which has now been restored fully

• Hybrid portfolio CUF at 35.5% backed by 99.1%

plant availability

Standalone Financial Performance:

Your Company has recorded revenue from operations to the tune of H7,629 Crore during the FY 2022-23 compared to H10,672 Crore in the corresponding

previous financial year.

Net loss for the FY 2022-23 is H328 Crore as compared to loss of H57 Crore in the previous financial year.

Earnings per share stood at H(2.47) on face value of

H10/- each.

Dividend

The Board of Directors ("Board”), after considering

holistically the relevant circumstances and keeping in

view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend

for the year under review.

Raising of funds by issuance of Equity Shares on preferential basis and corresponding change in Share Capital

Pursuant to the shareholders'' approval received at Extra-ordinary General Meeting held on May 03, 2022, your Company has issued 2,00,18,198 equity shares of the face value of H10 each, at a price of H1,923.25 per equity share (at a premium of H1,913.25 per equity share), aggregating to ~H3,850 Crore to Green Energy Investment Holding RSC Limited, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 156,40,14,280 Equity Shares of H10/-each to 158,40,32,478 Equity Shares of H10/- each. There was no Change in Authorised Share Capital of the Company.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Particulars of loans, guarantees or investments

There are no loans, investments, guarantees, and security in respect of which provisions of section

185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section

186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Strategic Acquisitions

During the year under review, your Company has successfully completed the acquisition of 100% equity share capital of three entities namely, Wind One Renergy Limited, Wind Three Renergy Limited

Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

7. Adani Renewable Energy Forty Three Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

8. Adani Renewable Energy Forty Four Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-

owned subsidiary of the Company)

9. Adani Renewable Energy Forty Five Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-

owned subsidiary of the Company)

10. Adani Renewable Energy Forty Seven Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

11. Adani Renewable Energy Forty Eight Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

12. Adani Renewable Energy Forty Nine Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-

owned subsidiary of the Company)

13. Adani Green Energy SL Limited (Wholly-owned subsidiary of Adani Green Energy Pte Limited,

which is a Wholly-owned subsidiary of the Company)

During the year under review, following step-down subsidiary was disposed-off:

1. Adani Green Energy Thirty Limited (which was

Wholly-owned subsidiary of Adani Green Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each

housing 50 MW operational wind power projects.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is

provided as part of the notes to consolidated financial statements.

During the year under review, following changes have taken place in subsidiaries and joint ventures:

During the year under review, following subsidiary (including step-down subsidiaries) / Associate / Joint Venture were formatted:

1. Adani Renewable Energy Thirty Five Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

2. Adani Renewable Energy Thirty Six Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

3. Adani Renewable Energy Thirty Seven Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

4. Adani Renewable Energy Forty Limited (Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

5. Adani Renewable Energy Forty One Limited

(Wholly-owned subsidiary of Adani Renewable Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

6. Adani Renewable Energy Forty Two Limited (Wholly-owned subsidiary of Adani Renewable

During the year under review, following overseas Companies which are Wholly-owned subsidiaries of the Company were struck-off and thereafter Dissolved:

1. Adani Eight Limited (formerly known as SBE

Eight Limited)

2. Adani Eight A Limited (formerly known as SBE

Eight A Limited)

3. Adani Eleven Limited (formerly known as SBE Eleven Limited)

4. Adani Eleven A Limited (formerly known as SBE

Eleven A Limited)

5. Adani Twelve Limited (formerly known as SBE Twelve Limited)

6. Adani Twelve A Limited (formerly known as SBE Twelve A Limited)

7. Adani Fourteen Limited (formerly known as SBE Fourteen Limited)

8. Adani Fourteen A Limited (formerly known as SBE Fourteen A Limited)

9. Adani Eighteen Limited (formerly known as SBE

Eighteen Limited)

10. Adani Eighteen A Limited (formerly known as

SBE Eighteen A Limited)

11. Adani Nineteen Limited (formerly known as SBE

Nineteen Limited)

12. Adani Nineteen A Limited (formerly known as SBE Nineteen A Limited)

13. Adani Twenty Limited (formerly known as SBE

Twenty Limited)

14. Adani Twenty A Limited(formerly known as SBE

Twenty A Limited)

15. Adani Twenty One Limited (formerly known as

SBE Twenty One Limited)

16. Adani Twenty One A Limited (formerly known as SBE Twenty One A Limited)

17. Adani Eight A Holdings Limited (formerly known as SBE Eight A Holdings Limited)

18. Adani Eleven A Holdings Limited (formerly known as SBE Eleven A Holdings Limited)

19. Adani Twelve A Holdings Limited (formerly known as SBE Twelve A Holdings Limited)

20. Adani Fourteen A Holdings Limited (formerly known as SBE Fourteen A Holdings Limited)

21. Adani Eighteen A Holdings Limited (formerly known as SBE Eighteen A Holdings Limited)

22. Adani Nineteen A Holdings Limited (formerly known as SBE Nineteen A Holdings Limited)

23. Adani Twenty A Holdings Limited (formerly

known as SBE Twenty A Holdings Limited)

24. Adani Twenty One A Holdings Limited (formerly

known as SBE Twenty One A Holdings Limited)

25. Adani Twenty Two Limited (formerly known as SBE Twenty Two Limited)

26. Adani Twenty Three Limited (formerly known as SBE Twenty Three Limited)

27. Adani Twenty Four Limited (formerly known as SBE Twenty Four Limited)

28. Adani Twenty Five Limited (formerly known as SBE Twenty Five Limited)

29. Adani Twenty Six Limited (formerly known as

SBE Twenty Six Limited)

30. Adani Twenty Seven Limited (formerly known as SBE Twenty Seven Limited)

31. Adani Twenty Eight Limited (formerly known as SBE Twenty Eight Limited)

32. Adani Twenty Nine Limited (formerly known as SBE Twenty Nine Limited)

33. Adani Thirty Limited (formerly known as SBE

Thirty Limited)

34. Adani Thirty One Limited (formerly known as SBE Thirty One Limited)

35. Adani Thirty Two Limited (formerly known as SBE Thirty Two Limited)

36. Adani Thirty Three Limited (formerly known as SBE Thirty Three Limited)

37. Adani Thirty Four Limited (formerly known as SBE Thirty Four Limited)

38. Adani Thirty Five Limited (formerly known as SBE Thirty Five Limited)

39. Adani Thirty Six Limited (formerly known as SBE

Thirty Six Limited)

40. Adani Cleantech Limited (formerly known as SBG Cleantech Limited)

41. Adani Energy Eight Limited (formerly known as

SB Energy Eight Limited)

42. Adani Eleven Holdings Limited (Formerly known as SBE Eleven Holdings Limited)

43. Adani Twelve Holdings Limited (formerly known as SBE Twelve Holdings Limited)

44. Adani Fourteen Holdings Limited (formerly

known as SBE Fourteen Holdings Limited)

45. Adani Eighteen Holdings Limited (formerly

known as SBE Eighteen Holdings Limited)

46. Adani Nineteen Holdings Limited (formerly

known as SBE Nineteen Holdings Limited)

47. Adani Twenty Holdings Limited (formerly known as SBE Twenty Holdings Limited)

48. Adani Twenty One Holdings Limited (formerly

known as SBE Twenty One Holdings Limited)

49. Adani Twenty Two Holdings Limited (formerly

known as SBE Twenty Two Holdings Limited)

50. Adani Twenty Three Holdings Limited (formerly

known as SBE Twenty Three Holdings Limited)

51. Adani Twenty Four Holdings Limited (formerly

known as SBE Twenty Four Holdings Limited)

52. Adani Twenty Five Holdings Limited (formerly

known as SBE Twenty Five Holdings Limited)

53. Adani Twenty Six Holdings Limited (formerly

known as SBE Twenty Six Holdings Limited)

54. Adani Twenty Seven Holdings Limited (formerly

known as SBE Twenty Seven Holdings Limited)

55. Adani Twenty Eight Holdings Limited (formerly known as SBE Twenty Eight Holdings Limited)

56. Adani Twenty Nine Holdings Limited (formerly

known as SBE Twenty Nine Holdings Limited)

57. Adani Thirty Holdings Limited (formerly known as SBE Thirty Holdings Limited)

58. Adani Thirty One Holdings Limited (formerly known as SBE Thirty One Holdings Limited)

59. Adani Thirty Two Holdings Limited (formerly

known as SBE Thirty Two Holdings Limited)

60. Adani Thirty Three Holdings Limited (formerly known as SBE Thirty Three Holdings Limited)

61. Adani Thirty Four Holdings Limited (formerly known as SBE Thirty Four Holdings Limited)

62. Adani Thirty Five Holdings Limited (formerly known as SBE Thirty Five Holdings Limited)

63. Adani Thirty Six Holdings Limited (formerly known as SBE Thirty Six Holdings Limited)

64. Adani Energy Investments P.L.C. (formerly known as SB Energy Investments P.L.C.)

65. Adani Wind Two Limited (formerly known as SBE Wind Two Limited)

66. Adani Wind Three Limited (formerly known as

SBE Wind Three Limited)

67. Adani Energy Investments II Ltd (formerly known

as SB Energy Investments II Ltd)

Further, during the year under review, Adani

Renewable Energy Holding Two Limited, a Wholly Owned subsidiary of the Company has entered into binding term sheet for acquisition of 50% equity interest in Essel Saurya Urja Company of Rajasthan Limited, housing 750 MW solar park in the state of Rajasthan.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations,

the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www. adanigreenenergy.com).

Your Company has formulated a policy for determining Material subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules

made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2023, your Company''s Board had nine members comprising of two Non-Executive and Non-Independent Directors, two Executive Directors, one Non-Executive and Nominee Director and four Independent Directors. As at March 31, 2023, the Board had two woman Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Sagar R. Adani (DIN: 07626229) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

During the year under review, following changes took place in the Directors and Key Managerial Personnel of the Company:

- Mr. Kaushal Shah resigned from being a Chief

Financial Officer and Key Managerial Personnel of the Company and Mr. Phuntsok Wangyal was appointed as the new Chief Financial Officer, with effect from November 11, 2022.

- Mrs. Ahlem Friga-Noy (DIN: 09652701), was appointed as an Additional Director of the Company, with effect from July 27, 2022, by the Board. Her appointment was regularized in the Extra-ordinary General meeting held on October 26, 2022.

- Mr. Sandeep Singhi (DIN: 01211070) resigned as an Independent Director with effect from November 10, 2022, due to prioritization of his responsibilities.

- Mr. Sunil Mehta (DIN: 00065343) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from November 10, 2022. His appointment was regularised with approval of shareholders through postal ballot, approved on January 20, 2023. Subsequently, Mr. Mehta resigned as Director of the Company effective from February 24, 2023, on account of conflict of interest

aroused of his appointment as Chairman of

IndusInd Bank Limited.

Subsequent to closure of the year under review, Dr. Poornima Advani (DIN: 02626450), ceased to be Director of the Company effective from April 01, 2023, on account of her sad demise. Dr. Poornima Advani''s unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to her family.

Mr. Sagar R. Adani (DIN: 07626229), was appointed as an Executive Director of the Company for a period of 5 years effective from October 31, 2018. His term of appointment as an Executive Director is set to expire on October 30, 2023. However, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, re-appointed him for further period of 5 years effective October 31, 2023, subject to approval of the shareholders of the Company. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.

Mr. Vneet S. Jaain (DIN: 00053906), was appointed as Managing Director & Chief Executive Officer of the Company from July 10, 2020. However, upon change in organizational role, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, approved change in his designation from Managing Director and Chief Executive Officer of the Company to Managing Director effective from May 11, 2023. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.

In order to drive the determined plans of the Company to become the largest renewables Company in the world and in view of change in the role of Mr. Vneet

S. Jaain, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, appointed Mr. Amit Singh as Chief Executive Officer and Key Managerial Personnel of the Company.

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors

proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations,

are provided in the Notice of the AGM.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there

has been no change in the circumstances which may affect their status as an Independent Director.

Pursuant to provision of Section 203 of the Act, Mr.

Vneet S. Jaain, Managing Director, Mr. Sagar R. Adani, Executive Director, Mr. Phuntsok Wangyal, Chief Financial Officer and Mr. Pragnesh Darji, Company Secretary are Key Managerial Personnels of the

Company as on March 31, 2023.

Committees of Board

The details of various committees constituted by the

Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual

Report.

Number of meetings of the Board

The Board met 6 (six) times during the year under

review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Integrated Annual Report.

Independent Directors'' Meeting

The Independent Directors met on March 31, 2023,

without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as

composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two separate meetings for familiarization

of the Directors on different aspects.

Policy on Directors'' appointment and remuneration

Your Company''s Policy on Directors'' appointment

and remuneration and other matters (Remuneration Policy) pursuant to in Section 178(3) of the Act is

available on the website of the Company at

https://www.adanigreenenergy.com/Investors/

Corporate-Governance

The Remuneration Policy for selection of Directors

and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the

best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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 FY 2022-23 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities;

d. they have prepared the annual financial statements on a going concern basis;

e. they have laid down internal financial controls to

be followed by the Company and such internal financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial control

and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Integrated Annual Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this

report.

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company

at:

https://www.adanigreenenergy.com/Investors/

Corporate-Governance.

The Annual Report on CSR activities is annexed and

forms part of this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose

and in the manner approved by the Board.

Corproate Governance Report

Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of your Company at:

https://www.adanigreenenergy.com/investors/

corporate-governance

Business Responsibility & Sustainability Report

The Company has provided the Integrated Report, which encompasses both financial and non-financial information to enable the stakeholders to take well

informed decisions and have a better understanding of the Company''s long-term perspective.

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report in the previous financial year and continues to provide so for the year ended March 31, 2023, forms part of this Integrated Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made

available on the website of your Company and can be assessed using the link:

https://www.adanigreenenergy.com/7media/Project/

GreenEnergy/Investor-Downloads/Annual-Return/FY-

23.pdf

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive

in nature.

All transactions with related parties entered into during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be assessed using the link:

https://www.adanigreenenergy,com/investors/

corporate-governance

General Disclosures

Neither the Chairman nor the Managing Director & CEO of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. Change in the nature of business of your Company.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the Banks or Financial Institutions.

8. Revision of financial statements and Directors''

Report of your Company

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory

Auditors of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your

Company held on July 27, 2022.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this Integrated Annual Report. The Auditors'' modified opinion has been appropriately dealt with in Note No. 50 (Consolidated Financial Statements) and Note no. 52 (Standalone Financial Statements) and doesn''t require any further comments under section 134 of the Act.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of

India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

Particulars of Employees

Your Company had 2,912 employees (on consolidated

basis) as of March 31, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external

members with relevant experience. The ICs, presided by a senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

Vigil Mechanism

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. To encourage such members to report any concerns and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system and has provided toll-free helpline numbers across the locations where it is having presence.

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on

the website of the Company at:

https://www.adanigreenenergy.com/Investors/

Corporate-Governance.

During the year under review, your Company had not

received any complaint under the whistle blower policy.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,

as amended is provided as Annexure-D of this report.

Acknowledgement

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company,

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent

contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

Date: May 01, 2023 (DIN: 00006273)

---

Mar 31, 2021

Dear Shareholders,

Your Directors are pleased to present the 6^th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2021.

Financial Performance:

The audited financial statements of the Company as on March 31, 2021 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”)and provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below: (H in Crores)
Particulars	Consolidated		Standalone
	2020-21	2019-20	2020-21	2019-20
Revenue from operations	3,124	2,549	2,473	1,247
Other Income	475	80	533	333
Total Income	3,599	2,629	3,006	1,580
Purchase of Stock in Trade	528	462	4,409	1,370
Changes in inventories	96	19	(2,014)	(165)
Employee Benefit Expenses	38	107	16	29
Depreciation and Amortisation Expenses	486	394	4	3
Finance Cost	1,953	995	257	214
Other Expenses	227	511	33	54
Total Expenditure	3,328	2,488	2,705	1,505
Profit / (Loss) before exceptional items and tax	271	141	301	75
Exceptional items	84	191	122	-
Profit / (Loss) before tax	187	(50)	423	75
Tax Expense	11	11	59	(59)
Profit / (Loss) before share in Joint Venture and tax	176	(61)	364	134
Share of Profit / (Loss) from Joint Venture (net of tax)	6	(7)	-	-
Net Profit / (Loss) for the year	182	(68)	364	134
Other Comprehensive income / (loss) (net of tax)	(18)	50	1	(1)
Total Comprehensive Income / (loss) for the year	164	(18)	365	133
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H 2,710 Crores compared to H 1,530 Crores in the

previous year,

Net profit for the financial year 2020-21 is H 182 Crores

Performance Highlights:

Consolidated Financial Performance of the Company: Your Company has recorded total income to the tune of H3,599 Crores during the financial year 202021 compared to H2,629 Crores in the corresponding previous financial year.

financial position of the Group is not significant. The

management does not see any risks in the Group''s ability to continue as a going concern and meeting its liabilities as and when they fall due.

Share Capital:

During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential rights during the year.

Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances

and keeping in view the tremendous growth opportunities that your company is currently engaged

with, has decided that it would be prudent not to recommend any Dividend for the year under review.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there

under.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Act, with respect to a loan,guarantee or security is not applicable to

the Company as the Company is engaged in providing infrastructural facilities which is exempted under

Section 186 of the Act. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company has 116 (direct and indirect) subsidiaries, associates and 1 Joint Venture as on March 31, 2021.

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture,

Associate Companies and LLPs:

as compared to Loss of H 68 Crores in the previous

financial year,

Earnings per share stood at H 0.68 on face value of

H 10/- each.

Operational Highlights:

Your Company is a part of India based Adani Group and has one of the largest global renewable portfolio of 19,340 MW of operational projects, underconstruction projects and projects where AGEL has emerged as L1 bidder. The company develops, builds, owns, operates and maintains utility-scale grid-connected solar and wind farm projects. Key customers of your Company AGEL include the National Thermal Power Corporation (NTPC), Solar Energy Corporation of India (SECI) and various state discoms. Earlier this year, Mercom Capital, the US-based think tank, ranked your Company as the #1 global solar power generation asset owner.

Standalone Financial Performance:

Your Company has recorded total income to the tune of H3,006 Crores during the financial year 202021 compared to H1,580 Crores in the corresponding

previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H562 Crores as compared to H292 Crores in the previous year.

Net profit for the financial year 2020-21 is H364 Crores as compared to profit of H134 Crores in the previous

financial year.

Earnings per share stood at H1.93 on face value of

H10/- each.

Organisational Initiatives in response to COVID-19 situation

Due to outbreak of COVID-19 globally and in India,

the Group management had made initial assessment of impact on business and financial risk on account of COVID-19, Considering that the Group is in the

business of Generation of power which is considered to be essential service, the management believes that the impact of this outbreak on the business and

25. Adani Solar Energy AP Two Limited(Wholly-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

26. Adani Solar Energy AP Three Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

27. Adani Solar Energy AP Four Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

28. Adani Solar Energy AP Five Limited(WhoMy-owned Subsidiary of Adani Renewable Energy Holding Twelve Limited, which is a Wholly-owned Subsidiary of the Company)

29. Dinkar Technologies Private Limited (Wholly-

owned Subsidiary of the Company)

30. Surajkiran Solar Technologies Private Limited

(Wholly-owned Subsidiary of the Company)

31. Surajkiran Renewable Resources Private Limited

(Wholly-owned Subsidiary of the Company)

32. Spinel Energy & Infrastructure Limited (Wholly-

owned Subsidiary of the Company)

During the year under review, your Company has entered into a Joint Venture Agreement dated April 03, 2020 with Total Solar Singapore Pte Ltd ("Total”), to record the terms and conditions for (i) regulating

the operation and management of the JV Company; (ii) governing the relationship between the Company and Total; (iii) certain rights and obligations of the Company and Total in relation to the JV Company. The JV Company owns 2,353 MW operational Solar Power Project. The Company and Total, both, own 50% shareholding of the JV Company. Adani Green Energy Twenty Three Limited ("AGE23L”), which was Wholly-owned Subsidiary of your Company was made Joint Venture Company. Thus, your Company''s shareholding in AGE23L was reduced to 50%.

During the year under review, following Companies were acquired by / transferred to AGE23L:

1. Adani Green Energy (Tamilnadu) Limited

("AGETNL”) (Wholly-owned Subsidiary of AGE23L)

2. Kamuthi Renewable Energy Limited (Wholly-owned Subsidiary of AGETNL)

3. Ramnad Renewable Energy Limited (Wholly-owned Subsidiary of AGETNL)

4. Kamuthi Solar Power Limited (Wholly-owned

Subsidiary of AGETNL)

5. Ramnad Solar Power Limited (Wholly-owned

Subsidiary of AGETNL)

6. Adani Green Energy (UP) Limited (Wholly-owned Subsidiary of AGE23L)

7. Adani Renewable Energy (RJ) Limited (Wholly-owned Subsidiary of AGE23L)

8. Kodangal Solar Parks Private Limited (Wholly-

owned Subsidiary of AGE23L)

9. Parampujya Solar Energy Private Limited ("PSEPL”) (Wholly-owned Subsidiary of AGE23L)

10. Wardha Solar (Maharashtra) Private Limited (Wholly-owned Subsidiary of PSEPL)

11. Prayatna Developers Private Limited (Wholly-owned Subsidiary of AGE23L)

12. Adani Renewable Energy Holding Ten Limited

("AREH10L”) (Wholly-owned Subsidiary of AGE23L)

13. KN Indi Vijayapura Solar Energy Private Limited

(Wholly-owned Subsidiary of AREH10L)

14. KN Muddebihal Solar Energy Private Limited

(Wholly-owned Subsidiary of AREH10L)

15. KN Sindagi Solar Energy Private Limited (Wholly-

owned Subsidiary of AREH10L)

16. Essel Gulbarga Solar Power Private Limited

(Wholly-owned Subsidiary of AREH10L)

17. Essel Bagalkot Solar Energy Private Limited

(Wholly-owned Subsidiary of AREH10L)

18. Essel Urja Private Limited (Wholly-owned

Subsidiary of AREH10L)

19. PN Clean Energy Limited (Wholly-owned

Subsidiary of AREH10L)

20. PN Renewable Energy Limited (Wholly-owned Subsidiary of AREH10L)

21. TN Urja Private Limited (Wholly-owned Subsidiary of AREH10L)

22. KN Bijapura Solar Energy Private Limited (Wholly-

owned Subsidiary of AREH10L)

Further, the Company has also agreed to acquire 150

MW power projects from INOX, which are subject to compliance of several conditions as per respective PPAs and share purchase agreements.

Cessation of Subsidiary Companies:

1. Sigurd Solar LLC (Wholly-owned Subsidiary of Adani Solar USA Inc., in which Company owned 51%)

There has been no material change in the nature of the business of the subsidiaries,

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, the

Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements,including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanigreenenergy. com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel: Director retiring by rotation

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN:00006322) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.

During the year under review Dr. Raaj Kumar Sah, Independent Director and Mr. Jayant Parimal, Chief Executive Officer of the Company, had resigned with effect from January 05, 2021 and July 10, 2020, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during their tenure.

Mr. Reminder Singh Gujral (DIN: 07175393) and Mr. Dinesh Kanabar (DIN: 00003252) were appointed as Additional Directors (Non-Executive &Independent

Director) of the Company, with effect from July 10, 2020 and January 05, 2021, respectively. As Additional Directors, they will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing their appointment as Director of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Raminder Singh Gujral and Mr. Dinesh Kanabar are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director (Non-Executive& Nominee) of the Company, with effect from February 03, 2021. As an Additional Director, he will hold office upto ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company.

Mr. Vneet S. Jaain, Managing Director & Chief Executive Officer (DIN: 00053906) of the Company

was appointed as an Additional Director and Managing Director& Chief Executive Officer of the Company for

a period of five years w.e.f July 10, 2020 subject to the approval of shareholders of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Poornima Advani was appointed as Independent Director at the Annual General Meeting of the Company held on June 25, 2020. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

Mr. Kaushal Shah was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 03, 2021.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

The Board recommends the appointment / reappointment of above Directors for your approval.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36

the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors and their Meeting: The Independent Directors met on March 30, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company,taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for

evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as composition of the Board & committees,experience & competencies, performance of specific duties& obligations, contribution at the meetings and otherwise,independent judgment, governance issues etc.

Policies

The updated policies adopted by the Company as per statutory and governance requirements are

uploaded on website of the Company at https:// www.adanigreenenergy.com/investors/corporate-governance.

Policy on Directors'' Appointment and Remuneration:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the

Company at http://www.adanigreenenergy.com/ investor/investordownload

of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is provided in the Notice of the Annual General Meeting.

Currently, the promoter group of the Company is holding 56.29% equity stake of the Company which is within the statutory limits as prescribed by Securities and Exchange Board of India. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 2 (Two) Executive Directors including 1 (One) professional Managing Director and CEO, 4 (Four) independent directors and 1 (One) Nominee Director. The Company is also in the process of appointing one more Independent Director on the Board. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders,

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability,

state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion& Analysis, which forms part of this report.

Risk Management:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness, The audit committee has additional oversight in the area of financial risks and controls,

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are

given in the Corporate Governance Report which forms part of this report,

Sustainability and Corporate Social Responsibility Committee:

The Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a CSR Policy. The brief details of Committee are provided in the Corporate Governance Report, The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www,adanigreenenergy, com/Investor-relation/ investor-download,

This is the second year that the Company has combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of Company''s

purpose, performance and prospects,

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance

compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated,

In compliance with Corporate Governance

requirements as per the SEBI Listing Regulations,

your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the

Company, who have affirmed the compliance thereto,

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31,2021 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of

this Annual Report,

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder,

your Company has constituted Internal Complaints Committee which is responsible for redressal of

complaints related to sexual harassment, During the year under review, there were no complaints pertaining to sexual harassment,

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company''s website on at

https://www,adanigreenenergy,com/-/media/Project/

GreenEnergy/Investor-Downloads/Annual-Return/

Form-MGT-7-FY-21,pdf

Related Party Transactions:

All the related party transactions entered into during

the financial year were on an arm''s length basis and were in the ordinary course of business, Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013, Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable,

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations,

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors'' Report: Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725), were appointed as statutory auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting (AGM) of the Company to be held in the calendar year 2021 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2023.

M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725), one of the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Board of Directors of the Company at their meeting held on May 05, 2021, on the recommendation

of the Audit Committee, have recommended the re-appointment of M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W-100725) as one of the joint statutory auditors of the Company to the members at the 6thAnnual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing re-appointment of M/s. Dharmesh Parikh & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6thAnnual General Meeting till the conclusion of 11^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6thAnnual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Further, M/s. B S R & Co. LLP, Chartered Accountants

(Firm Registration No.: 101248W/W-100022) have tendered their resignation vide their letter dated

May 10, 2021 informing their inability to continue as the Statutory Auditors of the Company. The Audit

Committee and Board at their respective meetings placed on record their appreciation to M/s. B S R & Co. LLP for their contribution to the Company with their

audit processes and standards of auditing.

The Board of Directors of the Company at their meeting held on May 13, 2021, on the recommendation

of the Audit Committee, have recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountant (Firm Registration No. 324982E/ E300003) as joint statutory auditors of the Company

to the members at the 6^th Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. S R B C & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 6^th Annual General Meeting till the conclusion of 11^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 6^th Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2020-21 is annexed, which forms part of this report as Annexure-A.

The Secretarial Auditors have provided for following observation in their report:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned

above except the delay in appointment of the Chief Financial Officer. The Company has appointed Chief Financial Officer w.e.f. February 03, 2021.

in

as

In compliance with the provisions of Section 204 of

the Companies Act, 2013, the Company has already appointed Mr, Kaushal Shah as Chief Financial Officer of the Company w.e.f, February 03, 2021, In this connection, we would like to mention that the Company is a part of India-based Adani Group and has one of the largest global renewable portfolio with 19,340 MW of operating, under-construction, awarded and locked-in growth projects catering to investment-grade counterparties. Mercom Capital, the US-based think tank has ranked the Adani Group as the #1 global solar power generation asset owner, Looking to the complexities involved in the business operations of the Company and its continuous plans for tapping international markets for fund raising etc,, the Company extensively searched for suitable candidates having requisite qualification & experience for the post of its Chief Financial Officer, The Company had interviewed several candidates for over 12 months but couldn''t found the suitable candidate, Ultimately Mr, Kaushal Shah, who was having requisite qualification & experience from within the Group, was identified for the said post and the Board, on recommendation of Nomination & Remuneration Committee, approved his appointment w,e,f, February 03, 2021, In view of above, it is submitted that the Company has adequately complied with the provisions of Section 204 of the Companies Act, 2013,

Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of

India, have been complied with,

Reporting of frauds by auditors:

During the year under review, neither the statutory

auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed

against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report,

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-B,

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request, In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company, If any member is interested in obtaining a copy their of, such Member may write to the Company Secretary in this regard,

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014,

as amended from time to time is annexed to this Report as Annexure -C,

Acknowledgement:

Your Directors are highly grateful for all the guidance,

support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks, Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company,

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel,

For and on behalf of the Board of Directors
	Gautam S. Adani
Place: Ahmedabad	Chairman
Date: May 13, 2021	(DIN: 00006273)

---

Mar 31, 2019

Directors'' Report

Dear Shareholders,

The Directors are pleased to present the 4^th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2019.

Financial Performance:

The audited financial statements of the Company as on March 31, 2019 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs, in Lakhs)

Particulars	Consolidated		Standalone
	2018-19	2017-181	2018-19	2017-181
Revenue from operations	2,05,798.31	1,48,028.22	31,812.67	1,71,875.87
Other Income	7,301.49	3,899.36	30,264.66	6,659.51
Total Income	2,13,099.80	1,51,927.58	62,077.33	1,78,535.38
Cost of Materials consumed	13,013.59	9,054.10	-	8,143.28
Purchase of Stock in Trade	-	42,386.38	29,769.89	1,58,702.27
Employee Benefit Expenses	5,964.95	4,365.38	2,567.26	1,659.41
Depreciation and Amortization Expenses	1,06,195.97	54,298.71	834.07	930.04
Finance Cost	1,12,117.56	55,182.26	28,823.71	13,097.69
Other Expenses	15,837.76	8,871.72	3,036.57	1,228.47
Total Expenditure	2,71,565.33	1,72,945.47	65,993.52	1,83,748.10
Profit / (Loss) before share of Profit / (Loss) from Joint Venture and tax	(58,465.53)	(21,017.89)	(3,916.19)	(5,212.72)
Share of Profit / (Loss) from Joint Venture (net of tax)	(356.37)	(3.38)	-	-
Profit / (Loss) before tax	(58,821.90)	(21,021.27)	(3,916.19)	(5,212.72)
Tax (credit) / Expense	(11,316.31)	(7,269.69)	(417.81)	(591.21)
Net Profit / (Loss) for the year	(47,505.59)	(13,751.58)	(3,498.38)	(4,621.51)
Other Comprehensive income (net of tax)	(2,744.00)	(31.71)	(10.66)	(6.68)
Total Comprehensive Income for the year / period	(50,249.59)	(13,783.29)	(3,509.04)	(4,628.19)

1. Pursuant to the Scheme of Arrangement among Adani Enterprises Limited (AEL") and Adani Green Energy Limited (the "Company") and their respective shareholders and creditors, as sanctioned by the Hon''ble National Company Law Tribunal, bench, at Ahmadabad vide its order dated February 16, 2018, coming into effect from Appointed Date i.e. April 01, 2018, the Renewable Power Undertaking of AEL and investments of AEL in Prayatna Developers Private Limited were transferred and vested on to the Company w.e.f. Appointed Date. Since the transaction qualifies as common control business combinations under Ind AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination have occurred with effect from April 01, 2017.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Performance Highlights: Consolidated Financial Performance of the Company:

Your Company has recorded total income to the tune of Rs,2,05,798.31 Lakhs during the financial year 2018-19 compared to Rs,1,48,028.22 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,1,59,491.63 Lakhs compared to Rs,88,463.08 Lakhs in the previous year.

Net Loss for the financial year 2018-19 is Rs,47,505.59 Lakhs as compared to Loss of Rs,13,751.58 Lakhs in the previous financial year.

Earnings per share stood at Rs,(3.57) on face value of Rs,10 each.

Operational Highlights:

Your Company is the only large listed pure play Renewable Power producer in India with a current Indian project portfolio of 4,560 MWac, on consolidated basis, with operational portfolio of 2,020 MWac and balance 2,540 MWac under construction. The projects of your Company are set up at 57 locations spread across 11 states in India. The plants'' average availability for the current year was 99.00% as compared to 98.83% in the previous year. The average PLF for Solar during the year was 22.41% as compared to 20.21% in the previous year and for Wind during the year was 25.89% as compared to 22.35% in the previous year. Your Company has operational zed Remote Operation Nerve Centre ("RONC") at Ahmedabad and connected to all the plants.

Standalone Financial Performance:

Your Company has recorded total income to the tune of Rs,31,812.67 Lakhs during the financial year 2018-19 compared to Rs,1,71,875.87 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs,25,741.59 Lakhs as compared to Rs,8,815.01 Lakhs in the previous year.

Net loss for the financial year 2018-19 is Rs,3,498.38 Lakhs as compared to Rs,4,621.511 Lakhs in the previous financial year.

Earnings per share stood at Rs,(0.32) on face value of Rs,10/- each.

Share Capital:

Upon the Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their respective shareholders and creditors, coming into effect from April 01, 2018, the Company had issued 761 Equity Shares of Rs,10/each to shareholders of Adani Enterprises Limited against every 1,000 Equity Shares held by them. Accordingly, 64,96,89,000 Equity Shares held by Adani Enterprises Limited in the Company alongwith its nominees were cancelled and 83,69,55,473 Equity Shares were issued by the Company on April 08, 2018.

Post allotment and as on March 31, 2019, the paid-up share capital of the Company is Rs,1564,01,42,800/- comprising of 156,40,14,280 Equity Shares of Rs,10/- each.

Listing of the Equity Shares:

The Equity Shares of your Company got listed on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai on June 18, 2018.

Dividend:

In view of growth paradigm and accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there under.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act.

The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Venturesand Associate Companies:

Your Company had 39 (direct and indirect) subsidiaries and 1 Joint Venture as on March 31, 2019.

During the year under review, the following changes have taken place in Subsidiaries, Joint Venture, Associate

Companies and LLPs:

Formation / Acquisition of Subsidiary / Associate / Joint Venture Companies:

1. Kodangal Solar Parks Private Limited (balance 51% of Equity Shares were acquired by the Company on January 11, 2019. Accordingly, KSPPL became Wholly-owned Subsidiary of the Company);

2. Adani Renewable Energy (MH) Limited;

3. Adani Renewable Energy (TN) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);

4. Adani Renewable Energy (KA) Limited;

5. Adani Renewable Energy (GJ) Limited (Wholly-owned Subsidiary of Adani Green Energy (MP) Limited, which is a Wholly-owned Subsidiary of the Company);

6. Adani Renewable Energy (RJ) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

7. Prayatna Developers Private Limited (acquired by virtue of Scheme of Arrangement among Adani Enterprises Limited and Adani Green Energy Limited and their

respective shareholders and creditors);

8. Adani Renewable Energy Park Limited;

9. Adani Renewable Energy Park Rajasthan Limited (Joint Venture of Adani Renewable Energy Park Limited with Government of Rajasthan)

10. Adani Renewable Energy Park (Gujarat) Limited;

11. Adani Wind Energy (GJ) Limited;

12. Adani Saur Urja (KA) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

13. Adani Wind Energy (TN) Limited (Wholly-owned Subsidiary of Mahoba Solar (UP) Private Limited, which is a Wholly-owned Subsidiary of the Company);

14. Adani Green Energy One Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

15. Adani Green Energy Two Limited;

16. Adani Green Energy Three Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

17. Adani Green Energy Four Limited;

18. Adani Green Energy Five Limited (Wholly-owned Subsidiary of Adani Renewable Energy Park (Gujarat) Limited, which is a Wholly-owned Subsidiary of the Company);

19. Adani Green Energy Pte Limited;

20. Adani Phuoc Minh Wind Power Company Limited;

21. Adani Phuoc Minh Solar Power Company Limited;

22. Adani Solar USA Inc.;

23. Adani Green Energy (Australia) Pte Limited

(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company);

24. Adani Green Energy (US) Pte Limited (Wholly-owned

Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company); and

25. Adani Green Energy (Vietnam) Pte Limited

(Wholly-owned Subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned Subsidiary of the Company)

Cessation of Subsidiary Companies: None

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under and Regulation 33 of the Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days /i n during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanigreenenergy.com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel: Director retiring by rotation

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.

During the year under review

Mr. Jayant Parimal, Managing Director and Mr. Jay Shah, Independent Director of the Company, had resigned from the Board of Directors with effect from May 07, 2018 and May 24, 2018, respectively. The Board places on record its sincere appreciation for the valuable services and guidance rendered by them during the tenure of their Directorship.

The Board appointed Mr. Jayant Parimal as Chief Executive Officer and Key Managerial Personnel of the Company with effect from May 07, 2018.

Mr. Sagar Adani, Executive Director (DIN: 07626229) of the Company was appointed as an Additional Director and Executive Director of the Company for a period of five years w.e.f October 31, 2018 subject to the approval of shareholders of the Company,

Mr. Sandeep Singhi (DIN: 01211070) was appointed as an Additional Director (Non-Executive & Independent Director) of the Company, with effect from October 29, 2018. As an Additional Director, he holds office up to ensuing Annual

General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company,

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Sandeep Singhi is being appointed as an Independent Director to hold office as per his tenure of appointment as mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr. Raaj Kumar Sah and Mrs. Sushama Oza were appointed as Independent Directors at the Annual General

Meeting of the Company held on August 07, 2018. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

The Board recommends the appointment / re-appointment of above Directors for your approval.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notice of the Annual

General Meeting.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors,

to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors and their Meeting:

The Independent Directors met on February 07, 2019, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards'' functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

Policy on Directors'' Appointment and Remuneration:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http:// www.adanigreenenergy.com/investor/investordownload

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate

Governance Report which forms part of this report.

Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of (CSR) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www.adanigreenenergy.com/Investor-relation/ investor-download.

Corporate Governance and Management Discussion and Analysis Report:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2019 as stipulated under Regulation 34 of Listing Regulations is annexed which forms part of this Annual Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this report as Annexure - A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Significant Safety Initiatives and Updates:

- Your Company has achieved 5.74 million Safe Man Hours in the financial year 2018-''19;

- Your Company has imparted safety induction to 5,213 new employees and workers at various locations;

- Your Company has imparted various EHSF (Environment, Health, Safety and Fire) related training to more than 837 workers and employees;

- Your Company has received Silver Award in OHS category from Greentech Foundation;

- Your Company has conducted various safety campaigns and initiatives across various plant location during the financial year 2018-''19 like Nation Safety Week, Road Safety Campaign, World Environment day, Fire Service Week, etc.;

- Your Company has achieved Level - 0 across all O&M sites in Safety Management System (S.M.S.);

- Your Company has launched Project Sankalp for enhancing the knowledge of all employees on Electrical Safety;

- Your Company has in place online OHS - ERP solution - Adani Gensuite, through which anyone can report safety concerns (unsafe act / conditions, suggestions, good practices, initiative, feedback) using his / her mobile phones.

- Your Company has also implemented a Behaviour based safety tool called - Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.

Statutory Auditors & Auditors'' Report:

Pursuant to the provisions of Section 139 of the Act read with rules made there under, as amended from time to time, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No 112054W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2021 and M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were appointed as joint statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2023.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by

Statutory Auditors'' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2018-19 is annexed, which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

Reporting of Particulars of Frauds:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit committee and / or Board under Section 143(12) of the Act and the rules made there under.

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

Acknowledgement:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks.

Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

(DIN: 00006273)

Place: Boston

Date: May 15, 2019

---

Mar 31, 2018

Directors'' Report

Dear Shareholders,

The Directors are pleased to present the 3 ^rd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2018.

Financial Performance:

The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

(Rs, in Lakhs)

Particulars	Consolidated		Standalone
	2017-18 |	2016-17	2017-18	2016-17
Revenue from operations	86,808.82	50,164.83	9,843.71	990.99
Other Income	3,364.35	8,029.98	5,746.74	784.11
Total Income	90,173.17	58,194.81	15,590.45	1,775.10
Cost of Materials consumed	9,403.31	26.03	8,492.48	-
Employee Benefit Expenses	3,094.11	3,899.23	1,659.41	1,994.76
Depreciation and Amortisation Expenses	44,830.86	33,326.56	930.04	1,015.34
Finance Cost	39,692.98	33,413.79	6,905.96	2,683.39
Other Expenses	7,233.50	5,920.58	1,055.16	1,011.85
Total Expenditure	1,04,254.76	76,586.19	19,043.05	6,705.34
Profit / (Loss) before exceptional items and tax	(14,081.59)	(18,391.38)	(3,452.60)	(4,930.24)
Tax Expense (net)	(7,600.43)	(13,767.97)	(591.21)	-
Profit / (Loss) after tax and before share in joint venture	(6,481.16)	(4,623.41)	(2,861.39)	(4,930.24)
Share of (Loss) from Joint Venture	(3.38)	(43.87)	-	-
Net Profit / (Loss) for the year	(6,484.54)	(4,667.28)	(2,861.39)	(4,930.24)
Other Comprehensive income (net of tax)	(34.50)	19.80	(6.68)	4.46
Total Comprehensive Income for the year / period	(6,519.04)	(4,647.48)	(2,868.07)	(4,925.78)

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Performance Highlights:

Consolidated Financial Performance of the Company:

Your Company has recorded total income to the tune of Rs, 90,173.17 Lakhs during the financial year 2017-18 compared to Rs, 58,194.81 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 70,442.25 Lakhs compared to Rs, 48,348.97 Lakhs in the previous year.

Net loss for the financial year 2017-18 is Rs, 6,484.54 Lakhs as compared to Loss of Rs, 4,667.28 Lakhs in the previous financial year.

Earnings per share stood at Rs, (0.48) on face value of Rs, 10 each.

Operational Highlights:

Your Company is one of the large renewable companies in India with a current project portfolio of ~3.0 GW and operational capacity of the Company is ~2.0 GW. The portfolio is almost equally split capacity wise between central and state government schemes. Your Company is present across 11 Indian states, Gujarat, Punjab, Rajasthan, Maharashtra, Karnataka, Tamilnadu, Andhra Pradesh, Telangana, Chhattisgarh, Madhya Pradesh and Uttar Pradesh with a portfolio of 36 operational projects and 3 under construction projects.

Standalone Financial Performance:

Your Company has recorded total income to the tune of Rs, 15,590.45 Lakhs during the financial year 2017-18 compared to Rs, 1,775.10 Lakhs in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs, 4,383.40 Lakhs as compared to Rs, (1,231.51) Lakhs in the previous year.

Net loss for the financial year 2017-18 is Rs, 2,861.39 Lakhs as compared to Rs, 4,930.24 Lakhs in the previous financial year.

Earnings per share stood at Rs, (0.21) on face value of Rs, 10 each.

Dividend:

In view of accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.

Status of Scheme of Arrangement:

During the year under review, the Hon''ble National Company

Law Tribunal, bench at, Ahmadabad had, vide its order dated February 16, 2018 sanctioned the Scheme of Arrangement among Adani Enterprises Limited ("AEL") and Adani Green

Energy Limited ("AGEL") and their respective shareholders and creditors (the "Scheme").

The Scheme, with effect from April 01, 2018, inter alia, provides for transfer and vesting of Renewable Power Undertaking of AEL to AGEL.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there under.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Act, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company had 15 (direct and indirect) subsidiaries and 1 joint venture as on March 31, 2018.

During the year under review, the following changes have taken place:

- 49% of Equity Shares of Kodangal Solar Parks Private Limited

("KSPPL'') were acquired by the Company on March 22, 2018. Accordingly, KSPPL became an joint venture of the Company.

- 50,000 Equity Shares of Zemira Renewable Energy Limited

("Zemira") (erstwhile known as Adani Wind Energy (AP) Limited) constituting 100% of paid-up share capital, were disposed off by the Company on December 20, 2017. Accordingly, Zemira ceased to be subsidiary of the Company.

Apart from this, 100% investment of AEL into Equity Shares of Prayatna Developers Private Limited ("PDPL") were transferred to the Company pursuant to the Scheme w.e.f. the appointed date i.e. April 01, 2018. Accordingly, PDPL became Wholly-owned subsidiary of the Company w.e.f. April 01, 2018,

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made there under, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, shall be made available on website, www.adanirenewables.com.

Directors and Key Managerial Personnel:

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, Mr. Ashok Jagetiya had resigned as Chief Financial Officer of the Company with effect from August 04, 2017.

The Board appointed Mr. Ashish Garg as Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 04, 2017.

Mr. Jayant Parimal had resigned as Managing Director of the Company with effect from May 07, 2018.

The Board appointed Mr. Jayant Parimal as Chief Executive Officer and Key Managerial Personnel of the Company with effect from May 07, 2018.

The Board appointed Mr. Raaj Kumar Sah as an Additional

Director of the Company with effect from May 01, 2018 to hold office upto ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. Raaj Kumar Sah as Director of the Company.

During the year, Mrs. Nayana Gadhavi and Mr. Vneet S Jaain had resigned from Directorship of the Company with effect from November 09, 2017 and December 07, 2017, respectively. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mrs. Nayana Gadhavi and Mr. Vneet S Jaain during their tenure with the Company.

The Board recommends the appointment / re-appointment of above Directors for your approval.

Brief details of Directors proposed to be appointed / re-appointed are provided in the Notice of Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The details of attendance of Directors at the Board Meetings and at the last Annual General Meeting are as under:

Name of Director	Number of Board Meetings held and attended during FY 2017-18 Attended last AGM Held during the Attended tenure		Attended last AGM
Mr. Gautam S. Adani	5	3	No
Mr. Rajesh S. Adani	5	3	No
Mr. Vneet S. Jaain1	4	3	Yes
Mr. Jayant Parimal	5	5	Yes
Mrs. Nayana Gadhavi2	4	3	No
Mr. Jay Shah	5	5	Yes
Mr. Raaj Kumar Sah3	N.A.	N.A.	N.A.

¹ Resigned as Director of the Company w.e.f. December 07, 2017.

². Resigned as Director of the Company w.e.f. November 09, 2017.

³. Appointed as an Additional Director of the Company w.e.f. May 01, 2018.

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The Company has held at least one Board meeting in every quarter and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings. Leave of absence was granted to the concerned directors who could not attend the respective board meeting on request. The dates on which the Board meetings were held during FY 2017-18 are as follows:

May 22, 2017, August 04, 2017, October 07, 2017, November 09, 2017 and January 13, 2018.

The Companies Act, 2013 read with the relevant rules made thereunder facilitates the participation of a Director in Board / Committee meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the meeting through video conferencing was made available for the Directors except in respect of such meetings / items which are not permitted to be transacted through video conferencing.

Independent Directors'' Meeting:

The Independent Directors met on May 22, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on Directors'' appointment and remuneration:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adanirenewables.com/investor/ investor downloads.

Internal Financial control system and their adequacy:

The Company has put in place strong internal control systems and best in class processes commensurate with its size and scale of operations.

There is a well-established multidisciplinary Management Audit

& Assurance Services (MA&AS) that consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operations and key processes risks.

Some Key Features of the Company''s internal controls system are:

- Adequate documentation of Policies & Guidelines.

- Preparation & monitoring of Annual Budgets through monthly review for all operating service functions.

- MA&AS department prepares Risk Based Internal Audit scope with the frequency of audit being decided by risk ratings of areas / functions. Risk based scope is discussed amongst MA& AS team, functional heads / process owners / CEO & CFO. The audit plan is formally reviewed and approved by Audit Committee of the Board.

- The entire internal audit processes are web enabled and managed on-line by Audit Management System.

- The Company has a strong compliance management system which runs on an online monitoring system.

- The Company has a well-defined delegation of power with authority limits for approving revenue & capex expenditure which is reviewed and suitably amended on an annual basis.

- The Company uses ERP system (SAP) to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

- Apart from having all policies, procedures and internal audit mechanism in place, Company periodically engages outside experts to carry out an independent review of the effectiveness of various business processes and invites suggestions for process improvement.

- Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company''s risk management policies & systems.

Risk Management:

The Company is exposed to business risks which may be internal as well as external. The Company has a comprehensive risk management system in place, which is tailored to the specific requirements of its business taking into account various factors such as size and nature of inherent risks and the regulatory environment of the Company. The risk management system enables it to recognize and analyze risks early and to take the appropriate action. The senior management of the Company regularly reviews the risk management processes of the Company for effective risk management. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Committees of Board:

The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all the Committees are placed before the Board for review.

A) Audit Committee

The Audit Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee''s purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.

Terms of reference:

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated Section 177 of the Companies Act, 2013. The brief terms of reference of Audit Committee are as under:

1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditor''s report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Any other responsibility as may be assigned by the board from time to time

Meetings, Attendance & Composition of the Audit Committee

During the year under review, Audit Committee met four times on May 22, 2017, August 04, 2017, November 09, 2017 and January 13, 2018. The intervening gap between two meetings did not exceed 120 days.

The Composition of the Audit Committee and details of attendance of the members at the meetings held during the year are given below:

Name of Director	Designation	Category	Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure
Mr. Jayant Parimal	Chairman	Executive Director	4	4
Mrs. Nayana Gadhavi1	Member	Non-Executive & Independent Director	3	2
Mr. Jay Shah	Member	Non-Executive & Independent Director	4	4

1. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Audit Committee with effect from the said date.

All the members of Audit committee have accounting and financial management knowledge and expertise/ exposure. The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on August 02, 2017 to answer shareholder''s queries.

B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted on August 20, 2016 and subsequently reconstituted from time to time to comply with statutory requirement.

Terms of reference:

The powers, role and terms of reference of the Nomination & Remuneration Committee covers the areas as contemplated Section 178 of the Companies Act, 2013. The brief terms of reference of Nomination & Remuneration Committee are as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

2. Formulation of criteria for evaluation of Independent

Directors and the Board.

3. Devising a policy on Board diversity.

4. 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 their appointment and removal.

5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/ Executive Director(s) based on their performance and defined assessment criteria.

6. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

Meetings, Attendance & Composition of the Nomination & Remuneration Committee

During the year under review, Nomination & Remuneration Committee met one time on May 22, 2017.

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the meetings held during the year are given below:

Name of Director	Designation	Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure
Mr. Vneet S Jaain1	Chairman	Non-Executive Director	1	1
Mrs. Nayana Gadhavi2	Member	Non-Executive &	1	1
		Independent Director
Mr. Jay Shah	Member	Non-Executive &	1	1
		Independent Director

1. Resigned as Director of the Company w.e.f. December 07, 2017. Accordingly, he also ceased as member of the Nomination & Remuneration Committee with effect from the said date.

2. Resigned as Director of the Company w.e.f. November 09, 2017. Accordingly, she also ceased as member of the Nomination & Remuneration Committee with effect from the said date.

The quorum of the Committee is of two members.

The Board of Directors review the Minutes of the Nomination & Remuneration Committee Meetings at subsequent Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

Remuneration Policy

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavours to attract, retain, develop and motivate the high-calibre executives and to incentivize them to develop and implement the Group''s strategy, thereby enhancing the business value and maintain a high performance workforce. The policy ensures that the level and composition of remuneration of the Directors is optimum.

The Executive and Promoter Directors are not being paid sitting fees for attending meetings of the Board of Directors and its committees. Other than sitting fees paid to the Non-Executive Directors, there were no pecuniary relationships or transactions by the Company with any of the Non-Executive and Independent Directors of the Company. The Company has not granted stock options to Non-Executive and Independent Directors.

The details of sitting fees paid to Non-Executive Directors for the Financial Year 2017-18 are forming part of in

Annexure - A to this report.

ii) Remuneration to Executive Directors

The remuneration of the Executive Director is recommended by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Company''s performance vis-a-vis the industry, responsibilities shouldered, performance / track record, macroeconomic review on remuneration packages of heads of other organizations and is decided by the Board of Directors.

The Company has not paid any remuneration to the Executive Director during the F.Y. 2017-18.

Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility ("CSR") Committee as required under Section 135 of the Companies Act, 2013 and rules framed there under and has framed a CSR Policy. The Annual Report on CSR activities is annexed to this report as Annexure - D.

Terms of reference of the Committee, interalia, includes the following:

1. To formulate and recommend to the Board, a Corporate

Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and rules made there under;

2. To recommend the amount of expenditure to be incurred on the CSR activities;

3. To monitor the implementation of framework of CSR policy;

4. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

The policy is available on the website of the Company at

http://www.adanirenewables.com/investor/

investor downloads.

Composition, Meetings and Attendance of CSR Committee

During the year under review, one CSR Committee meeting was held on January 13, 2018.

The details of the CSR Committee meetings attended by its members during F.Y. 2017-18 are given below:

Name of Director	Designation	Category Number of Meetings held and attended during FY 2017-18 Held during the Attended tenure
Mr. Jayant Parimal1	Chairman	Executive Director	1	1
Mr. Rajesh S. Adani	Member	Non-Executive Director	1	1
Mr. Jay Shah	Member	Non-Executive &	1	1
		Independent Director

1. Ceased to be the Director w.e.f. May 07, 2018. Accordingly, he also ceased as member of CSR Committee with effect from the said date.

The quorum of the Committee is of two members.

The Board of Directors review the Minutes of the CSR Committee Meetings at subsequent Board Meetings.

The Company Secretary acts as a Secretary to the Committee.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this report as Annexure-A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Auditors & Auditors'' Report:

Pursuant to the provisions of Section 139 of the Act read with rules made there under, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No 112054W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2021, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s. Dharmesh Parikh & Co., Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.

Your Directors recommend the ratification of M/s. Dharmesh Parikh & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 06th AGM of the Company to be held in the calendar year 2021.

Further, M/s. B S R & Co. LLP, Chartered Accountants (Firm

Registration No.: 101248W/W-100022), the joint statutory auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Board of Directors of the Company at their meeting held on May 07, 2018, on the recommendation of the Audit Committee, have recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) as joint statutory auditors of the Company to the members at the 3^rd Annual General Meeting of the Company for the term of 5 years. Accordingly, a resolution proposing appointment of M/s. B S R & Co. LLP, as joint statutory auditors of the Company for a term of five consecutive years i.e. from the conclusion of 3^rd Annual General Meeting till the conclusion of 8^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 3^rd Annual General Meeting of the Company. In this regard, the Company has received certificate to the effect that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed there under.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed

M/s. Chirag Shah & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Particulars of Employees:

The statement containing particulars of employees as required under Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C.

Acknowledgement:

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of all the states where our power projects are established, Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Jayant Parimal Rajesh S. Adani

Managing Director Director

(DIN: 00511377) (DIN: 00006322)

Place : Ahmedabad

Date : May 07, 2018