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Indian Renewable Energy Development Agency Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present the 37^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024 (FY 24).

1. SUMMARY OF PERFORMANCE:

Your Company has demonstrated exceptional performance and sustained growth during FY 24. The highlights of the performance of your Company for FY 24, with the comparative position of the previous year''s performance, are placed herewith:

in Crore)

Sl. No.	Particulars	FY 24	FY 23
1.	Loans Sanctioned	37,353.68	32,586.60
2.	Loans Disbursed	25,089.04	21,639.21
3.	Net Worth	8,559.43	5,935.17
4.	Revenue from Operations	4,963.94	3,481.97
5.	Other Income	1.36	1.07
6.	Finance Cost (including Net translation/transaction exchange loss)	3,147.57	2,112.46
7.	Profit Before Tax	1,685.24	1,139.25
8.	Less: Income Tax	413.03	253.17
9.	Deferred Tax	19.98	21.45
10.	Profit After Tax	1,252.23	864.63
11.	Other Comprehensive Income	(156.80)	(38.74)
12.	Total Comprehensive Income for the period (Comprising Profit/(Loss) and Other Comprehensive Income for the period)	1,095.43	825.89
Appropriations:
13.	Transfer to Debenture Redemption Reserve (DRR)	(22.88)	46.29
14.	Transfer to Special Reserve	264.00	155.55
15.	Transfer to NBFC Reserve	251.00	173.00
16.	Transfer to General Reserve	700.00	487.50

FINANCIAL HIGHLIGHTS

Profitability

â¢ During FY 24, the Revenue from Operations of your Company increased to ''4,963.94 Crore, registering an alltime high growth of 42.56% over the previous year''s revenue of ''3,481.97 Crore.

â¢ Profit Before Tax (PBT) and Profit After Tax (PAT) increased to an all-time high of ''1,685.24 Crore (47.93% increase over last year) and ''1,252.23 Crore (44.83% increase over last year) respectively at the end of FY 24.

Loan disbursement and Loan book

â¢ Loan disbursed during FY 24 increased to ''25,089.04 Crore, registering an increase of 15.94% over the previous year''s disbursed amount of ''21,639.21 Crore, which is the highest ever annual disbursement in your Company''s history.

â¢ The loan book of your Company has grown from ''47,075.52 Crore as on 31^st March 2023 to ''59,698.11 Crore as on 31^stMarch 2024 registering a growth of 26.81%.

Net worth, CRAR and other financial highlights

â¢ Net Worth of your Company increased to ''8,559.43 Crore at the end of FY 24, registering an increase of 44.22% over the previous year''s Net Worth of ''5,935.17Crore.

â¢ Your Company''s Capital to Risk-Weighted Assets Ratio (CRAR) stood at 20.11% as of 31^st March 2024 which is above the floor of 15% prescribed for NBFCs as per the RBI Master Direction.

â¢ Net Non-Performing Assets (NPAs) have been reduced to 0.99% in FY24 from 1.66% in FY23, a significant reduction of 40.36% (in percentage terms) on a year-on-year basis.

Key financial ratios of the Company for FY 24 vis-a-vis FY 23 are given below:

Particulars	FY 24	FY 23
Return on Net Worth (%)	16.40	14.55
Book Value per Share ('')	31.85	25.98
Earnings per Share ('')	5.16	3.78
Debt Equity ratio (Times)	5.80	6.77

â¢ Return on Net Worth, Book value per share, and Earnings per Share has been increasing year on year.

â¢ Debt to Equity ratio has decreased to 5.80 times even as the Loan Book has increased due to equity infusion via Initial Public Offering.

OTHER HIGHLIGHTS

During FY 24, your Company entered into MoUs with the following:

â¢ IIT, Bhubaneswar: To support collaborative efforts in innovation and research initiatives, technology transfer, and nurturing the start-up ecosystem.

IREDA and IIFCL signed an MoU on 4^th September 2023 to co-finance Renewable Energy projects.

â¢ Domestic Financial Institutions: IIFCL, Union Bank of India, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank and Punjab National Bank for co-lending and co-origination for Renewable Energy projects.

â¢ AIIMS, New Delhi: For providing Consultancy Services for Renewable Energy Development.

2. BUSINESS OPERATIONS

â¢ Sanctions and Disbursements

During FY 24, your Company sanctioned loans to the tune of ''37,353.68 Crore, thereby registering an increase of 14.63% over the previous year''s sanctioned amount of ''32,586.60 Crore. Loans disbursed during FY 24 were ''25,089.04 Crore, showing an increase of 15.94% over the previous year''s disbursed amount of ''21,639.21 Crore. Sector-wise details of sanctions and disbursements during FY 24 are as under:

Sectors	Sanctions	%	Disbursements (Including previous year sanctions)	%
Solar Power	6,065.30	16.24	5,879.35	23.43
Wind Power	2,096.83	5.61	3,020.59	12.04
Hydro Power	1,419.89	3.80	2,660.78	10.61
Manufacturing	6,754.48	18.08	2,404.49	9.58
Hybrid Wind & Solar	1,634.02	4.37	140.00	0.56
Ethanol	3,901.60	10.45	2,017.86	8.04
Electrical Vehicle	1,062.44	2.84	593.39	2.37
Short Term Loan	1,884.50	5.05	918.73	3.66
Biomass	412.24	1.10	112.64	0.45
Biomass Power & Cogeneration	103.00	0.28	98.41	0.39
Waste to Energy	102.70	0.27	85.63	0.34
State Utilities-Genco	1,000.00	2.68	1,000.00	3.99
State Utilities-Discoms and others	6,200.00	16.60	5,200.00	20.72
Miscellaneous (Transmission)/ Emerging Technology)	4,716.68	12.63	957.17	3.82
Total	37,353.68	100.00	25,089.04	100.00

Cumulative sanctions and disbursements as on March 31, 2024, stood at '' 1,90,462.53 Crore and ''1,25,916.67 Crore respectively. The details of cumulative state-wise and sector-wise sanctions and disbursements are provided in Annexures I to IV.

â¢ Generation Capacity Sanctioned:

During FY 24, your Company has extended fi nan c i al a ss i sta nce to support Renewable Energy (RE) power generation capacity, manufacturing of equipment and other RE initiatives, as per the following details:

A. Power generation: Capacity sanctioned:

Sectors	Sanctioned Capacity (MW)
Solar Power	1,285.69
Wind Power	648.05
Hydro Power	279.85
Biomass Power & Cogeneration	24.00
Solar and Wind Hybrid	288.60
Total Power Generation Capacity	2,526.19

B. Other sectors: Capacity sanctioned:

Sectors	Sanctioned Capacity
Solar Manufacturing	14,284.00 MWp
Biofuel Ethanol	3,895 KLPD
Biomass (CBG)	55.10 TPD
Waste to Energy (Biogas from waste)	9.40 TPD
Green Ammonia	900 MTPD

â¢ Loan Book Outstanding

The loan book of your Company has grown from ''47,075.52 Crore as on 31^st March 2023 to ''59,698.11 Crore as on 31^st March 2024 registering a growth of 26.81%. The outstanding loan book as of the end of FY 24 categorized as public & private is given below:

f in Crore)

Particulars	Loan Amount	%
Public	14,939.97	25
Private	44,758.14	75
Total	59,698.11	100

During FY 24, your Company has forayed into financing of Green Hydrogen, Green Ammonia,

PM KUSUM, Charging Infrastructure and Battery _____Swappingprojects.____

3 RESOURCE MOBILIZATION

Your Company has maintained a diversified borrowing mix to optimize the cost of funds. The total borrowings of your Company stood at ''49,686.86 Crore as of FY 24, as against ''40,165.28 Crore at the end of FY 23. During FY 24, your Company has raised long-term funds amounting to ''16,401.18 Crore across different sources as given below:

Source of Funding	Amount
Term loans from Banks & FIs	8,775.00
Unsecured Taxable Bonds	7,356.74
Foreign Currency borrowing (International Resources)	269.44
Total	16,401.18

Further, for maintaining adequate liquidity, your Company had access to the sanctioned credit lines to the tune of ''4,830 Crore as on March 31, 2024 from various scheduled commercial banks for short-term funding without any commitment charges.

â¢ Green Bonds

Your Company had raised Domestic Taxable Green Bonds of ''700 Crore and ''865 Crore during FY 17 and FY 19 respectively which are listed on both NSE and BSE. The proceeds of the loan were utilized towards financing the Solar and Wind sector, including refinancing of eligible projects as defined in the Green Bond Framework of your Company. This has also contributed towards a positive environmental impact and strengthening of India''s energy security by reducing fossil fuel dependency. KPMG, India had provided its post-verification Independent Assurance Report for ''865 Crore worth of Green Bonds issued during FY 19 and M/s Emergent Ventures India

Pvt. Ltd. had provided its post-verification Independent Assurance Report for ''700 Crore worth of Green Bonds issued during FY 17.

These Assurance Reports are based on the Green Bond Framework of your Company which has been certified by the Climate Bonds Standard Board of Climate Bond Initiative (CBI) as on October 5, 2016. Your Company is compliant with the requirements of its Green Bonds Framework in line with the CBI, to ensure that the amount raised through Green Bonds remains invested in the eligible projects. These Green Bonds issued by your Company conform to the continuous disclosure requirements of the applicable SEBI guidelines as amended from time to time. The detailed report on utilization of the proceeds of Green Bonds is available on the website and can be accessed at https://www.ireda.in/compliance-of-bonds.

4. CREDIT RATING

The domestic debt instruments of your Company are rated "AAAâ "Stableâ by ICRA Ltd, India Ratings & Research Private Limited, and Brickwork Ratings India Private Limited and "AA â "Positiveâ by CareEdge Ratings. Further, term loans & short term loan from banks & financial institutions have been assigned "AAAâ "Stableâ rating by Acuite Ratings & Research Ltd, India Ratings & Research Private Limited and Brickwork Ratings India Private Limited.

GoI Fully Serviced Bonds are rated "AAA "Stableâ from India Ratings & Research Private Limited, ICRA Limited and CareEdge Ratings.

5. FINANCING SCHEMES & INITIATIVES

Your Company reviews its policies/procedures from time-to-time, to suitably align with market requirements, corporate objectives, and applicable statutory requirements. Your Company provides a comprehensive range of financial products and related services from project conceptualization to the post-commissioning stage for RE projects and equipment manufacturers. During FY 24, your Company has introduced various new schemes and modified existing schemes/policies not only to sustain the growth of your Company''s market share in Renewable Energy financing but also to extend support for sectoral requirements, which includes providing financial assistance related to power generation/ transmission, manufacturing/ Energy efficiency/ re-financing of commissioned projects/ production of generation of ethanol, sale of asset through Swiss challenge auction method, etc. Further, your Company has also ventured into the retail business to support projects in rooftop solar, PM-KUSUM and other B2C segments. To this effect, a dedicated retail division has been established within the Company. Under PM-KUSUM, your Company has sanctioned ''201.01 Crore and disbursed ''84 Crore during FY 24.

Further, your Company has been appointed as the Implementing Agency for the following schemes and programs of MNRE:

â¢ MNRE CPSU Scheme - Phase-II

â¢ National Bioenergy Program

â¢ National Programme on High-Efficiency Solar PV Modules under PLI scheme, Tranche-I

â¢ Generation Based Incentive (GBI) Scheme

6. RECOVERY, REVIEW MONITORING & STRESSED ASSETS MANAGEMENT

Your Company has a dedicated Recovery & Review Monitoring department for regular monitoring of projects and review with concerned departments to ascertain timely actions as per requirement to maintain asset quality and reduce NPAs. It has a comprehensive project/loan review and monitoring mechanism that captures aspects relating to project monitoring and tracking of project/loan applications during appraisal, sanction, documentation, disbursement, commissioning, and operation stages. It continuously monitors delays and defaults of borrowers and their recoverability.

Periodic review and monitoring of the entire loan portfolio including NPA accounts are being conducted regularly. This enables identification of early warning signals like delayed repayments, underlying causes and timely initiation of resolution/recovery actions, wherever required.

On occurrence of default in the borrower''s account, your Company initiates necessary steps which may involve action(s) including, but not limited to, follow-up with the borrower for regularization of account(s) through letters/e-mails, convening meetings, Special Mention Account (SMA) reporting to RBI, credit information reporting to Central Repository of Information on Large Credits (CRILC), CIBIL etc., Regular monitoring of Trust and Retention Account (TRA), Restructuring/reschedulement of loan accounts wherever feasible and sustainable to recover dues, suitable resolution plans such as change of management, invocation of securities and other recovery mechanisms like referring the case for suitable legal actions, as per requirement. Your Company is continuously focusing on resolving the stressed assets and as a result of its dedicated approach, the Gross Non-Performing assets & Net Non-Performing Assets (NNPAs) have been reduced, as summarized in the table below: ('' j_n Crore)

Particular	FY 24		FY 23
Particular	Amount	%	Amount	%
Gross NPA	1,410.85	2.36	1,513.35	3.21
Net NPA	581.21	0.99	768.02	1.66

With a focused approach, the reduction of ''102.50 Crore in Gross NPA has been realized through a net reduction of Three (03) NPA accounts from the NPA list during FY 24, thereby reducing the total number of NPA loan accounts to 61. Further, ''212.70 Crore has been recovered from NPA loans which include ''90.68 Crore towards Principal and ''122.02 Crore towards Interest Income.

As a result of the holistic approach to resolving stressed assets and reducing NPAs, both Gross NPA and Net NPA percentages for the current year are at the lowest level in the last 10 financial years. Moreover, recovery of ''58.39 Crore from written off/loss assets during FY 24 has also increased compared to last year. Further, your Company carries out a credit risk assessment of the loan book based on the Expected Credit Loss (ECL) methodology. Basis the same, provisioning is done for loan assets depending on the stage and expected loss.

in Crore)

	FY 24			FY 23
	Stage 1 & 2	Stage 3	Total	Stage 1 & 2	Stage 3	Total
Public / Government	14,939.97	-	14,939.97	13,143.75	-	13,143.75
Private	43,347.29	1,410.85	44,758.14	32,418.42	1,513.35	33,931.77
Total Outstanding loan (A)	58,287.26	1,410.85	59,698.11	45,562.17	1,513.35	47,075.52
Total provisioning (B)	846.29	829.64	1675.93	1,007.15	745.33	1,752.48
Net Assets	57,440.97	581.21	58,022.18	44,555.02	768.02	45,323.04
Provisions (%) (B/A)	1.45%	58.80%		2.21%	49.25%

The Authorized Share Capital of your Company is ''6,000 Crore divided into 600,00,00,000 Equity Shares of ''10/- each. The paid-up equity share capital of your Company as on March 31, 2024, is ''2,687.76 Crore, comprising 268,77,64,706 equity shares of the face value of ''10/- each. During FY 24, the paid-up share capital of your Company has been increased from ''2,284.60 Crore to ''2,687.76 Crore due to the launch of Initial Public Offering (IPO).

The Cabinet Committee on Economic Affairs (CCEA) in its meeting dated 17.03.2023 approved the listing of shares of your Company on stock exchanges through an IPO by the part sale of the Government''s stake in your Company and to raise fresh equity share capital. In accordance with the approval, your

Company has launched its IPO aggregating to ''2,150.22 Crore. The IPO was oversubscribed by a staggering 38.59 times, driven by substantial demand across all categories of investors. Through the process of IPO, your Company garnered ~ ''1290.13 Crore by way of issuance of 40,31,64,706 fresh equity shares and the Government of India raised ~ ''860.08 Crore by way of sale of 26,87,76,471 equity shares through Offer for Sale (OFS) at an Offer price of ''32/- per equity share. The equity shares of your Company were listed on BSE Limited and National Stock Exchange of India Limited on November 29, 2023. Post IPO, the Government of India holds 75% of shareholding in your Company.

An amount of ''858.36 Crore (net of Securities Transaction Tax of ''1.72 Crore) was remitted to the Government of India , being selling shareholder, for the OFS. Under the SEBI LODR Regulations & SEBI (ICDR) Regulations, 2018, the net proceeds of IPO have been fully utilized during FY 24, in line with the objects of the offer. There is no deviation in the use of IPO proceeds. Details of the net proceeds are mentioned in the Note 25 of the Financial Statement.

The details of the dematerialization of shares, Demat Suspense Account / Unclaimed Suspense Account are provided in the Corporate Governance Report as annexed to this report.

8. DIVIDEND

As per the Department of Investment and Public Asset Management (DIPAM) O.M. dated 27.05.2017 on Capital Restructuring, detailing the guidelines for payment of Dividends, your Company is required to pay a minimum annual dividend of 30% of Profit After Tax (PAT) or 5% of Net worth, whichever is higher. However, for FY 24, keeping the need for further capital augmentation for growth in the sector, your Company was exempted by DIPAM from the payment of dividend.

9. SUBSIDIARY

During FY 24, your Company received necessary approvals from NITI Aayog, DIPAM, and Reserve Bank of India for setting up a wholly owned subsidiary company at International Financial Service Centre (IFSC), GIFT City, Gujarat. Post the end of FY 24, your Company has incorporated a wholly owned subsidiary company i.e. M/s IREDA Global Green Energy Finance IFSC Limited at IFSC, GIFT City, Gujarat on May 7, 2024. The subsidiary company will act as an offshore platform for securing competitive funding and tapping new business opportunities to drive growth in the RE sector.

10.ISO CERTIFICATION

Your Company is an ISO 9001:2015 & ISO 27001:2013 certified organization. The ISO 9001:2015 Certificate has been awarded

by Bureau of Indian Standards (BIS) for Quality Management System (QMS). With better process management your Company maintains quality, consistency and customer satisfaction in its business operations.

ISO 27001:2013 Certificate has been awarded by International Certification Services (ICS) for Information Security Management System. The compliance of various security measures as required under the above standards has ensured a robust secured network for data processing and information flow.

11. RISK MANAGEMENT POLICY OVERVIEW

Your Company has established a comprehensive policy framework to effectively manage credit risk, market risk, liquidity risk, and operational risk. The Risk Management Policy has been developed under the guidance of the Risk Management Committee (RMC) and approved by the Board of Directors.

The Board has the overall responsibility of risk management which takes care of managing overall risk in the organization. In accordance with the RBI guidelines to enable NBFCs to adopt best practices and greater transparency in their operations, the Board of Directors of your Company has constituted a Risk Management Committee to review management in relation to various risks, namely market risk, credit risk and operational risk including Asset Liability Management. There is adequate representation of independent directors in the committee. The Risk Management Committee, headed by an Independent Director, ensures independent risk oversight and a focused risk management process. The Prudent Risk Management policies are ratified by the Board of Directors to ensure compliance with RBI guidelines and SEBI (LODR) Regulations, 2015, which form the governing framework within which business activities are undertaken.

The key risks that your Company is exposed to in the course of business are Credit Risk, Market Risk, Liquidity Risk and Operational Risk. These risks not only have a bearing on your Company''s financial strength and operations, but also its reputation. Your Company''s risk management framework is based on clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring.

Credit Risk Management

Your Company''s core business is lending, which exposes it to various types of credit risk especially failure in repayments and increase in non-performing loans. Your Company is adhering to RBI mandated prudential norms on provisioning of stressed assets and has adopted adequate provisioning thereby

Preserving the shareholder value. During the year, significant efforts have been made to resolve the stressed assets portfolio, leading to a reduction in the quantum of stressed assets.

In the last few years, your Company has strengthened its credit risk management framework by introducing sector specific credit risk grading framework to ensure continuous assessment and measurement of credit risk parameters.

Operational Risk Management

Operational risks arise from the potential for loss due to significant deficiencies in system reliability or integrity. It is defined as the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events. Your Company has in place an Operational Risk Management Committee, which is a functional-level committee to identify, review and manage operational risks. Your Company''s operational control framework covers the system of internal controls and procedures to monitor transactions. Functional heads frequently assess and plan for various emerging operational risks.

By implementing robust risk management procedures, your Company strives to minimize operational disruptions and enhance customer satisfaction.

Liquidity Risk Management

Liquidity Risk is the risk that a Company may not be able to raise funds, meet its financial obligation due to an asset liability mismatch, interest rate fluctuation or lack of sufficient cash. The Comprehensive Asset Liability Management Framework also outlines the framework for liquidity risk management. The management closely monitors the forecast of the liquidity position and the availability of cash and cash equivalents based on expected cash flows, including interest income and expense. The Asset Liability Committee (ALCO) provides guidance for management of liquidity & the management of interest rate risk within the broad parameters laid down by the Board of Directors.

The Asset Liability Management Policy aims to align market risk management with overall strategic objectives, articulate current interest rate view and determine pricing, mix and maturity profile of assets and liabilities. The Asset Liability Management Policy involves preparation and analysis of liquidity gap as well as interest rate risk reports thereby ensuring preventive and corrective measures.

Market Risk

Market risk is defined as the risk of loss arising from movements in market prices or rates away from the rates or prices set out in a transaction or agreement. Market Risk Management of a financial institution involves the management of interest rate

risk, foreign exchange risk, commodity price risk and equity price risk. Interest rate risk is the potential loss arising from fluctuations in market interest rates.

Your Company periodically reviews interest rates based on market conditions, borrowing costs, yield, spread, and competitor rates. To mitigate the interest rate risk, your Company periodically reviews its lending rates and the weighted average cost of borrowing, and the incremental cost of borrowing based on prevailing market rates.

Foreign Currency Risk

The Foreign Exchange and Derivatives Risk Management Policy covers the management of foreign exchange risk related to existing and future foreign currency loans or any other foreign exchange risks derived from borrowing. The objective of the policy is to serve as a guideline for transactions to be undertaken for hedging foreign exchange-related risks.

Foreign currency Exchange rate movements may adversely impact the value of foreign currency borrowing outstanding of ''9,298.67 Crore, which accounts for 18.71% of the total borrowing of your Company of ''49,686.86 Crore, as on 31^stMarch 2024. The overall foreign currency borrowing has reduced from '' 10,132.93 Crore (25.23% of the total borrowings) as on 31^st March 2023 to ''9,298.67 Crore (18.71% of the total borrowings) as on 31^st March 2024. The total foreign currency borrowing outstanding of ''9,298.67 Crore comprises of USD 559.48 million (equivalent to ''4,664.57 Crore), JPY 54,848.75 million (equivalent to ''3021.62 Crore) and EUR 178.73 million (equivalent to ''1612.48 Crore) as on 31^st March 2024.

Your Company can undertake derivative products (generic and/or structured instruments) as per the RBI guidelines to lower/mitigate the risks as per the Board approved Foreign Exchange and Derivatives Risk Management Policy.

As on March 31, 2024, out of the total foreign currency borrowing, 77.82% is hedged i.e. ''7,236.37 Crore, comprising of USD 534.66 million (equivalent to ''4457.69 Crore), JPY 28,245.94 million (equivalent to ''1,556.07 Crore) and EUR 135.52 million (equivalent to ''1,222.61 Crore). Your Company had an open foreign currency exposure of ''2,062.30 Crore (including part hedged foreign currency loans of EUR 30.38 million (equivalent to ''274.12 Crore) and JPY 2,371.50 million (equivalent to ''130.65 Crore) which is 22.18% of the total foreign currency borrowing outstanding. The open foreign currency exposure as on March 31, 2024, is within the prudential limit prescribed under the Board approved Foreign Exchange and Derivatives Risk Management Policy.

Your Company as per its overall strategy uses derivative products to hedge its risks associated with foreign currency

Borrowings. Your Company does not use derivative contracts for speculative purposes.

Asset Liability Management

Your Company has put in place a Comprehensive Board approved Asset Liability Management (ALM) Policy formulated in line with the RBI guidelines. The objectives of ALM policy are to align management of various risks with overall strategic objectives while ensuring maintenance of sufficient liquidity, to with stand a range of stress events.

Your Company has an Asset Liability Management Committee (ALCO) with the CMD, Whole-time Directors and Senior Officials as its members, which meets regularly for review of liquidity and Interest rate risks. Liquidity risk is assessed and monitored by analyzing cash inflows and outflows which are spread over time buckets. Adequate credit facilities and liquid assets are ensured to mitigate liquidity risk. Further, interest rate risk is monitored through traditional gap analysis technique.

Your Company has a well laid out reporting system of ALM, pursuant to which requisite remedial measures are taken. By adhering to the ALM policy, your Company ensures prudent management of its assets and liabilities.

Information and Cyber Security Risk Management

Your Company has in place an IT Strategy Committee, in compliance with the RBI Master Direction -Information Technology Framework for the NBFC sector. The Committee reviews the IT strategies in sync with the corporate strategy & Board policy, and monitors the IT risks, controls, cyber security arrangements and other matters related to IT Governance ensuring an effective and robust system in place.

In line with the RBI Master Direction for NBFCs on the Information Technology Framework, your Company has implemented its IT policy and other policies on Change Management, Information Security, Business Continuity Management and Cyber Security.

12.SOLAR POWER PROJECT

Your Company has a solar power project of 50 MW at Kasargod, Kerala. Generation income from the project has been accounted at ''3.83 per unit, in line with the order of Kerala State Electricity Regulatory Commission (KSERC). The plant is running at full capacity i.e. 50 MW and electricity generated is supplied to Kerala State Electricity Board, as per the Power Purchase Agreement.

In addition to supporting the Country''s decarbonization goals, your Company strives towards achieving carbon neutrality in its operations. This Solar plant produces renewable energy which resulted in reduction of -72,577 Tonnes of CO₂ for FY24 .

13.INFORMATION TECHNOLOGY INITIATIVES

To facilitate the transition to a paperless environment and increase operational efficiency in internal decision making, your Company had already adopted an E-Office system. In FY 24, your Company has migrated the E-Office onto a Cloud Environment to enhance data security and disaster recovery capabilities, ensuring the integrity and availability of critical documents and information stored in E-Office. Overall, the migration of E-Office to the cloud has empowered your Company with a modern, scalable, and secure digital workspace that supports seamless collaboration and boosts productivity which resulted in efficient and timely processing of business operations.

Your Company has been continuously reviewing and monitoring security posture of the IT Infrastructure and significant steps have been taken to enhance its IT Infrastructure Security. This includes implementation of security controls, regular conduct of IT Security and Information System Audits, and addressing of observations timely to ensure the effectiveness and robustness of our security measures. Furthermore, to foster cyber security awareness among employees, senior management and the Board, your Company organized training sessions during FY 24. These sessions aimed to educate and raise awareness about cyber security practices and threats.

To enhance transparency and minimize human involvement, your Company has been actively automating its business procedures. As part of this effort, your Company has already transitioned its ERP solution to the latest version on the cloud. This migration has resulted in strengthened automation and integration of business processes as well as incorporation of new enhancements and features. This transition has also revolutionized the lending process, eliminated the need for paper, and promoted transparency, accountability, and efficient monitoring with enhanced productivity through digital platforms. Your Company has also implemented customer portal during FY24 which allows for two-way interactive platform between the customers/applicants and your Company, resulting in enhanced customer experience and operational efficiency. Real-time information sharing and online document repository will streamline processes and reduce turnaround time, benefiting your Company and the customers.

14. CUSTOMER RELATIONS

Your Company has a dedicated Business Development Group to build brand awareness, tap into emerging business areas and enlarge its customer base. In order to maintain itself as a premier Financial Institution for the RE sector, your Company regularly interacts with its borrowers & other stakeholders and obtains their feedback. This feedback is used to review not only its policies but also the existing processes and ensure ease of doing business. During FY 24, your Company convened 3 (Three) such ''Borrowers Meets'', which were attended by the majority of our existing borrowers and potential borrowers.

Your Company has created a digital interface for its stakeholders enabling virtual interaction for lending and various other services, without need for physical meetings. An online customer portal is available on the website of your Company, whereby the borrowers can obtain real-time information on their application status and other relevant details. .

For continual brand building, traditional media presence and social media platforms are being effectively used by your Company for information dissemination on various important events.

15. WORLDWIDE EXHIBITIONS AND CONFERENCES

During FY 24, your Company actively participated in prominent international exhibitions and conferences, highlighting its financial products and accomplishments on a global stage. Notable events included COP-28 in Dubai, UAE; Future Energy Asia 2023 in Bangkok, Thailand; Inter Solar 2023 in Munich, Germany; GWEC''s Offshore and Green Hydrogen Summit in Melbourne, Australia; and A to Zero ASEAN Summit 2023 in Kuala Lumpur, Malaysia. Your Company also participated in domestically hosted international exhibitions such as the International Green Hydrogen Conference in New Delhi''s Vigyan Bhawan, India Energy Week 2024 in Goa, Vibrant Gujarat in Gandhinagar, and UP International Trade Show 2023 in Noida, Uttar Pradesh. Your Company was also honored to take part in the 75^th Republic Day celebration on 26^th January 2024 in Abu Dhabi, organized by the Indian Embassy, where it showcased its contributions to renewable energy development through discussions and screening of its corporate film.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Conservation of Energy and Technology Absorption

Your Company owns a 50 MW Solar power project in line with the purpose to support energy transition in India. Through financing of innovative projects such as micro grids, fleets of EVs

etc. Your Company is contributing towards broader impact on industry energy conservation & technology absorption.

As such, there are no significant particulars relating to the conservation of energy and technology absorption.

Foreign Exchange Earnings and Outgo

During FY 24, there were foreign exchange earnings of ''4.62 Crore on account of interest on foreign currency deposits, as against foreign exchange outgo of ''278.60 Crore on account of i nterest and commitment expenses.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is strongly committed to being a socially responsible agency that actively contributes to the society and nation to improve the quality of life. Your Company''s Corporate Social Responsibility (CSR) initiatives are deeply rooted in the principle of making a positive impact and aligning with the goals set by the Government of India and the Sustainable Development objectives. Through its CSR initiatives, your Company aims to address community development and empower individuals through basic education on topics such as environmental sustainability, healthcare, nutrition, and conservation of natural resources. Additionally, your Company focusses on macro issues such as environmental protection,

promotion of green and energy-efficient technologies, and the development of underprivileged regions, as per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

Your Company has in place a Board Level CSR Committee. Your Company''s CSR Policy is available at https://www.ireda.in/csr-policy-of-ireda.

Your Company has aligned itself with the guidelines issued by the Department of Public Enterprises (DPE) regarding the common annual theme of "Health & Nutrition" for CPSEs in FY 24. Out of the total 16 CSR projects sanctioned during FY 24, your Company has undertaken 9 projects that specifically focus on the theme of "Health & Nutrition". Your Company has sanctioned 5 projects in the aspirational districts declared by the Government of India, out of which 3 projects are sanctioned in the aspirational districts of Balrampur and Chandauli, which have been allocated to your Company by the NITI Aayog.

Your Company has sanctioned financial assistance under CSR fund of IREDA for supply and installation of the following in aspirational districts declared by the Government of India:

1) Sanction of financial assistance for supply & installation of Solar Streetlights in villages of the GPs & supply of Solar Power

Systems, furniture & other educational materials in schools of both Gram Panchayats of Aspirational District of Kalahandi, Odisha.

2) Installation of 1000 Nos. Solar Street Lighting systems in Aspirational district Siddharthnagar, Uttar Pradesh.

3) Supplying Medical Equipment in Govt. Hospitals, Desk Bench in Govt. Schools, Beds, Tables and Chairs in Govt. Girls Hostel in Balrampur Aspirational District, Uttar Pradesh.

4) Supply and installation of Solar PV Systems in Govt. Schools / Hostels and Govt Health Centers in Balrampur Aspirational District, Uttar Pradesh.

5) Procurement and installation of the following equipment in Aspirational District- Chandauli, Uttar Pradesh:

o 83 units of 5 kW Solar PV systems (off-grid) and 90 units of 50 LPH RO water vending Machines to be installed in Government Health Centers/ Hospitals;

o 1 unit of 3 kW Solar PV systems (off-grid) along with a 50 LPH RO water vending Machine to be installed in Jawahar Navodaya Vidyalaya, Bairath.

During FY 24, your Company sanctioned ?16.65 Crore (including administrative costs) for 16 projects under the CSR funds and disbursed ?10.29 Crore (including an amount of ?3.65 Crore and ?1.12 Crore from the unspent accounts for CSR projects prior to FY 20 and FY 23 respectively and ?5.52 Crore from the CSR fund for FY 24), based on project''s progress. Details of our CSR activities and the corresponding expenditure for each activity are provided in Annexure-V of this report.

During FY 24, your Company has launched a Corporate Social Responsibility (CSR) portal for enhancing the transparency in its CSR initiatives. This newly launched CSR portal will facilitate the transparency in receipt and disposal of CSR requests from various organizations and institutions. This portal can be easily accessed at https://onlinela.ireda.in/OnlineCSR/Home/ https://onlinela.ireda.in/OnlineCSR/Home/Reaister.

As a socially responsible corporate, your Company is committed to expanding its CSR impact over the coming years and aims to play a larger role in the development of the Nation.

18. HUMAN RESOURCE DEVELOPMENT

Your Company, with its unwavering commitment to excellence, acknowledges the pivotal role of Human Resources (HR) in propelling organizational growth. The HR function at your Company operates with a clear purpose to foster employee engagement, cultivate an environment conducive to individual flourishing, and empowers employees to excel in their respective roles.

The total employee strength of your Company was 173 for the FY ended March 2024 as against 160 for the FY ended March 2023, excluding Board Level Executives. The strength of female employees is a crucial aspect of workforce diversity and gender equality and number of female staff as on 31.03.2024 was 46 i.e. 26.6% of total employee strength. The attrition rate of your Company was 3.6 %, excluding superannuation cases. The average age of the employees as of 31.03.2024 is ~42.9 Years. Your Company is expanding, and 25 new personnel have joined the workforce during FY 24. The new hires range from Executive-Trainees to General Manager Level across various functions.

Your company has taken following HR initiatives in line with the overa ll vision of the Com pa ny:

> Strategic Alignment: HR strategies are intricately woven into the fabric of your Company''s corporate strategies. This alignment ensures that HR initiatives directly contribute to overall business goals. Be it''s talent acquisition, competency building, retention, or succession planning, every HR decision is guided by the overall goal of the organisation.

> Nurturing Excellence: Your Company recognizes that excellence is the cornerstone of sustainable success. HR policies and practices are designed to support employees in delivering their best work.

Revenue from Operations (per employee) (? in Crore) 40.00 28.69 an nn
21.76 ___ -] c cc 18.33 in nn 1 a -in ID.03
4V.VU 14. / mnn	u	Â¦
n nn
2019-20 2020-21 2021-22 2022-23 2023-24

Profit After Tax (per employee) in Last 05 Fys (? in Crore) ⁸ ^^*7.24 2 1.33 0 2019-20 2020-21 2021-22 2022-23 2023-24

0 Elevated Engagement Levels:

â¢ By implementing targeted initiatives, your Company aims to enhance employee engagement. This involves creating a workplace where employees feel connected, motivated, and aligned with your Company''s mission.

â¢ Training, mentorship, and performance management systems

are leveraged to nurture talent and drive continuous improvement. Regular feedback mechanisms and opportunities for training & skill development contribute to a positive employee experience.

â¢ Employee Engagement Initiatives undertaken in FY 24 are :

? International Yoga Day celebration on 21^st June 2023.

? National Sports Day celebration on 29^th August 2023.

? Ek Taarikh, Ek Ghanta, Ek Saath'' Cleanliness Drive organised on 1^st October 2023 as part of ''Swachhata Hi Sewa'' Campaign 3.0.

? New Year celebration on 1^st January 2024.

? Employee Wellness and Sports Meet on 17^th / 18^th February 2024.

? International Women''s Day celebration on 8^thMarch 2024.

? Foundation Day Celebration on 11^th March 2024.

â¢ To promote health and well-being of employees, your company has organised preventative health checkups in August 2023 and March 2024.

â¢ To enhance personality development as well as to enhance mindfulness & concentration at job, your Company organises guided meditation sessions on daily basis.

â¢ As part of employees'' holistic wellness and mental wellbeing, daily yoga sessions are also conducted .

â¢ Your Company also has a ''Fitness centre'' in its Business Centre equipped with latest fitness equipment and qualified trainers.

0 Communication:

â¢ To maintain transparent communication and keep all employees informed of business and organizational developments, the CMD periodically conducts open house interactions. These interactions aid in boosting employee morale and help in acknowledging employees'' contributions and efforts.

â¢ Feedback in the form of suggestions are sought from employees on an annual basis, and suitable action is taken for implementable suggestions.

â¢ Your Company also organised offsite Strategy meets to review existing policies/ processes as well as formulate future strategies for its growth.

0 Agile Workforce Development: Training & Development:

â¢ In an ever-evolving business landscape, agility is paramount for success. Understanding this, your Company focuses on building a future-ready workforce.

â¢ By fostering strong connections between employees, processes, and organizational values, your Company ensures adaptability and resilience.

â¢ To optimize the potential of its human capital, your Company has provided specialized training programs from various premium institutes/organizations in India and abroad, besides in-house training sessions for the employees.

The employees are kept updated with the latest developments in their relevant fields. Your Company also coordinated and monitored training programs sponsored by the Ministry of New and Renewable Energy (MNRE), Ministry of Social Justice & Empowerment, Department of Public Enterprises (DPE), AJNIFM, SCOPE, ICAI, IDRBT-RBI, etc. apart from behavioral training interventions conducted as a positive reinforcement. Customised virtual in-house programs were organized along with other need-based programs. The range of trainings imparted include orientation programme to new recruits as well as hands on, managerial, behavioral and leadership training for its

Employees. Besides, your Company organised a range of functional training programmes for its employees. A few such programs are listed below:

? A Dialogue on Policy, Technology, Skilling, and Finance for women in Renewable Energy (RE)

? Experiential Training: Understanding Self and others for Effectiveness.

? Cyber Hygiene and Security

? Ethics and Governance

? Infrastructure Financing

? Liquidity Risk Management

? Insolvency and Bankruptcy Code (IBC)- the way forward

? Stress Assets and CIBIL

? Session on "Employee Awareness: POSH Act"

? Preventive Vigilance and PIDPI Training

? Interactive workshop on procurement by CPSEs through GeM

? Identification of Posts for Persons with Disabilities

Further, intensive departmental trainings along with soft skill based trainings were also imparted to new joiners as part of New Joiners Induction Training Program. As a part of holistic wellness, your Company also facilitated its employees to participate in an Ayurveda & Naturopathy course organized by a reputed institutes.

During FY 24, various lecture series, focused development training programs and workshops were organized by your Company leading to the achievement of 2,081 training man-days.

In summary, your Company recognizes that its people are its greatest asset. By weaving together employee well-being, strategic alignment, and continuous learning, your Company is charting it course toward sustained success and growth.

0 Reservation and Employment

Your Company ensures compliance with the Directives and Guidelines issued by the Government of India from time to time pertaining to the welfare of SC/ ST/ OBC employees. The group-wise details of SC, ST and OBC employees out of the total strength as on March 31^st , 2024, are as under:

Group	Total Employees	SCs	STs	OBCs
A	150	14	07	26
B	07	03	-	-
C	16	03	01	03
D	-	-	-	-
Total	173	20	08	29

0 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company is committed to fostering a positive workplace environment, free from harassment of any nature and takes strong and stringent action in the event of reporting any such incidents. Your Company has in place an Internal Complaints Committee to examine the cases of sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During FY 24, no complaint has been received on this subject.

0 Grievance Redressal

Grievance Redressal Mechanism is in place for both the public and employees at your Company. Grievance Redressal Committee Meetings are held every quarter and grievances are addressed expeditiously through well-defined procedures. Your Company is amongst the few CPSEs to have a dedicated "Online Portal for Grievance Redressalâ for its employees.

Further, your Company has a notified Citizen''s Charter to ensure transparency which is available on the website of your Company.

0 Particulars of Employees

As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company is required to give a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules in the Annual Report of the Company. However, as per notification dated June 05, 2015 issued by the Ministry of Corporate Affairs, Government of India, government companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Your Company is a government company therefore, such particulars have not been included as part of the Directors'' Report.

19. AWARDS & RECOGNITION

During FY 24, your Company was conferred with the following prestigious awards from the Indian Chamber of Commerce on December 20, 2023:

1. "CMD of the Year" award under the Mini-Ratna category at the 13^th PSE Excellence Awards. For the second consecutive year, Shri Pradip Kumar Das, Chairman & Managing Director has been honored with distinguished title of " CMD of the yearâ, a testament to his outstanding leadership.

2. Runner-up Awards in four key categories: "Operational Performance Excellence", "Corporate Governance," "Corporate Social Responsibility & Sustainability," and "Inclusivity-Contribution of Women and Differently Abled In" under the Mini-Ratna category at the 13^th PSE Excellence Awards.

20. OFFICIAL LANGUAGE IMPLEMENTATION

Your Company is committed for implementing the guidelines and instructions issued by the Department of Official Language, Ministry of Home Affairs, Government of India and Nagar Rajabhasha Karyanvayan Samiti (NARAKAS). The targets set for typing and short-hand training have been achieved during FY 24. Progressive use of Hindi as the Official Language in the day-to-day official Work is encouraged in your Company.

Check Points based on The Official Language Annual Program was circulated in April 2023 for implementation. Bilingual version of IREDA''s intranet portal and IREDA website is available and Hindi words with English meaning is done daily through SMS notifications to promote the use of Rajbhasha in official

work. To facilitate using Hindi in e-office and daily typing work, Hindi typing fonts have been made compulsorily available in all computers. As a part of compliance with the implementation of Official Language Guidelines, regular Hindi workshops and Hindi meetings are organized from time to time. 4 (Four) Hindi workshops were successfully organized through virtual mode during FY 24.

Hindi Pakhwada was celebrated from 14^th September to 27^thSeptember, 2023 to promote the use of Rajbhasha Hindi in official work. During the Pakhwada , many competitions were successfully organized through virtual mode, where employees participated enthusiastically. For promotion of Rajbhasha Hindi a poetry recitation competition was also organized for the children of IREDA employees. Certificates were also awarded to all the winners in the closing ceremony of Hindi Pakhwada.

In order to increase the use of Official Language Hindi, E-magazine ''Akshay Kranti'' is published annually in IREDA.

21. VIGILANCE

Your Company ensures the implementation of all the instructions and guidelines issued by the Central Vigilance Commission (CVC) from time to time and conducts preventive and administrative vigilance checks to strengthen the systems and procedures of your Company. During FY 24, several new initiatives were taken by the Vigilance Department which included notification of guidelines to rationalize systems and procedures and eliminate gaps to ensure transparency.

Your Company has observed Vigilance Awareness Week from 30^th October 2023 to 6^th November 2023 with theme of "Say no to corruption; Commit to the Nationâ / "yoei^rn ^>T farter

ufcT TPtflfcT wherein Integrity Pledge was taken by every employee. On the eve of vigilance awareness week, employees have participated with full zeal and enthusiasm in various awareness program including lectures, seminars, presentations, debate competitions etc. As a part of the PIDPI awareness campaign, posters and banners were displayed at various locations. Gram Sabha was also organized on 22.09.2023 in Khusad Nagar Village, Rewari, Haryana for creating awareness about PIDPI among the public.

22 RIGHT TO INFORMATION (RTI)ACT,2005

Your Company has implemented the Right to Information Act 2005 in order to provide information to citizens, and to maintain accountability and transparency. Your Company has a designated Central Public Information Officer (CPIO) and First Appellate Authority (FAA) for the effective implementation of the RTI Act. The mandatory reports such as quarterly/annual reports are submitted periodically within the stipulated timelines on the website of the Central Information Commission). Further, all the relevant details along with suo-moto disclosures under Section 4(1)(b) of the Act, are also hosted on your Company''s website (www.ireda.in) for better understanding of the public at large.

During FY 24, a total of 122 applications were received under the RTI Act and all of them have been disposed within the stipulated timeline as per the RTI Act.

23. ENVIRONMENTAL AND SOCIAL MANAGEMENT SYSTEMS

Your Company is a key player in the renewable energy sector and a responsible financial institution that has adopted a comprehensive Environmental and Social Management System (ESMS) to identify and mitigate the impacts, if any, of the funded

Projects on the environment and society at large.

The Environmental & Social Safeguards Unit (ESSU) of your Company has the primary responsibility of safeguarding against impacts pertaining to Environmental and Social (E&S) aspects of various projects and their respective technologies, besides ensuring implementation of the ESMS. During FY 24, E&S Screening and Categorization of about 120 projects were carried out across all technologies funded by your Company. Regular interaction with international lenders is maintained to understand their E&S requirements. This has helped your Company to meet its E&S obligations and has helped the borrowers in managing E&S risks associated with their projects.

During FY 24, ESG grading of your Company was carried out by M/s CARE Edge Research and your Company was assigned Care Edge ESG Grade 3.

24. DIRECTORS

â¢ Board of Directors and Key Managerial Personnel (KMPs)

As on March 31, 2024, your Company''s Board comprised of 8 Directors which includes 2 Functional Directors, 2 Part-Time Government Nominee Directors and 4 Part-time Non-Official Independent Directors (IDs). During FY 24, the Ministry of New & Renewable Energy (MNRE) vide its order dated October 12, 2023, has appointed Dr. Bijay Kumar Mohanty as Director (Finance), IREDA for a period of 5 years from the date of assumption of his post or until further orders, whichever is earlier. Dr. Mohanty assumed the charge of Director (Finance), IREDA w.e.f. October 12, 2023. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on October 16, 2023, has appointed Dr. Mohanty as Director (Finance), additional director w.e.f. October 12, 2023 till the date of the general meeting. Subsequently, the Shareholders of your Company in its 21^st extra- ordinary general meeting held on November 3, 2023, has appointed Dr. Mohanty as Director (Finance) w.e.f. October 12, 2023, for a period of 5 years on the terms and conditions decided by the GoI. The Board of Directors on the recommendation of the Audit Committee has appointed Dr. Mohanty as Chief Financial Officer (CFO) of your Company in place of Dr. R.C. Sharma, GM (F&A) w.e.f. the conclusion of the Board Meeting held on October 16, 2023. The Board appreciated the valuable contribution made by Dr. R.C Sharma, GM (F& A).

MNRE vide office order dated March 27, 2024, has conveyed the order of Appointments Committee of the Cabinet dated March 15, 2024, regarding the entrustment of additional charge of the post of Director (Technical), IREDA to Dr. Bijay Kumar Mohanty, Director (Finance), IREDA for a period of 6 (six) months w.e.f. March 5, 2024, or till the appointment of regular incumbent, or

until further orders, whichever is the earliest. Earlier, the additional Charge for the post of Director (Finance) and Director (Technical) was with Shri Pradip Kumar Das, Chairman and Managing Director, IREDA. Smt. Ekta Madan is the Company Secretary and Compliance Officer of the Company.

As per the Companies Act, 2013 provisions, and with the approval of Board, the Chairman and Managing Director (CMD), CFO, and Company Secretary are your Company''s Key Managerial Personnel (KMPs). Being a Government Company, the role of CEO is being performed by the CMD and the role of CFO is performed by the Director (Finance) of your Company.

Post the superannuation of Shri Som Pal, GM(TS), Smt. Punnu Grover was appointed as Chief Compliance Officer of your Company and after that, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 15, 2024, has appointed Shri Piyush Kumar, DGM (Law) as Chief Compliance Officer of the Company in place of Smt. Punnu Grover w.e.f February 16, 2024.

Board and its Committees

Your Company has in place Audit Committee, CSR Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Risk Management Committee, and other Committee as per the operational needs. The composition and scope of the Committees are provided in the Report on Corporate Governance, which forms part of this report. 31 (Thirty-One) meetings of the Board of Directors were held during the year. The composition of the Audit Committee is also provided in the Corporate Governance Report of your Company. There is no instance where the recommendations of the Audit Committee were not accepted by the Board.

Director(s) retiring and seeking re-appointment at the ensuing AGM

In accordance with the provisions of the Companies Act, 2013 and Article 74 (7) (i) of the Articles of Association of your Company, Shri Padam Lal Negi, Director (Government Nominee) shall retire by rotation at the ensuing 37^th AGM of your Company and being eligible, offers himself for re-appointment.

Brief resume and other particulars of Shri Padam Lal Negi, Director (Government Nominee) are annexed to the Notice of AGM forming part of this Annual Report.

>5. DIRECTORS'' APPOINTMENT /REMUNERATION AND PERFORMANCE EVALUATION

As per Clause of sub-section (3) of Section 134 of the Companies Act, 2013, the requirement of disclosure of policy on the Director''s appointment and remuneration criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act has been exempted for government companies vide Ministry of Corporate Affairs notification dated June 5, 2015. As good governance and to comply with the SEBI Listing Regulations, your Company has put in place a policy on the Diversity of the Board, appointment/remuneration of directors and senior management personnel, and performance evaluation of Directors. The said policy is available on your Company''s website athttps://www.ireda.in/images/HTMLfiles/ Modified%20Policv%20on%20Diversitv%20of%20Board%202 0%2003%202024.pdf

The Board of your Company comprises well-qualified Directors, who brings the required skills, competence, and expertise in running your Company and make effective contributions to the Board and its Committees. Being a Government Company, the process for selection, appointment, and induction of Directors vests with the Hon''ble President of India acting through the MNRE and the Department of Public Enterprises (DPE). The appointing authority considers the integrity, expertise, and experience of the individual to be nominated/appointed as director including the Independent Director on the Board of your Company and also carry their evaluation.

The performance evaluation of CMD includes self-evaluation and final evaluation by the Administrative Ministry based on the MoU rating and personal attributes & functional competencies. The evaluation of the performance of functional directors includes self-evaluation by the respective functional directors and subsequent assessment by CMD (based on achievement of MoU targets and MoU rating, KPIs and personal attributes & functional competencies), with final evaluation by the administrative ministry. In compliance with the provisions of the Companies Act, 2013 (the Act) and the exemption granted to Government Companies, your Company has been exempted from disclosing in its Board Report, a statement indicating how formal evaluation of the performance of the Board, its committees and individual Directors has been made.

To comply with the SEBI (LODR) Regulations, 2015, the annual evaluation of the Board and the Independent Directors were conducted based on criteria laid down by the Board on the recommendation of the Nomination & Remuneration Committee. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter-se between board members, effective participation, compliance with code of conduct, trainings etc. Independent Directors in its separate meeting have also evaluated the

performance of Non-Independent Directors and the Board as a whole.

The Independent Directors are entitled to sitting fees for attending the Board and Committee meetings as approved by Board within the limits prescribed under the Act. The Government Nominee Directors are not paid any remuneration/sitting fee by your Company. Your Directors draw the attention of the members to note- 38(10) (Disclosure in respect of Indian Accounting Standard 24 "Related Parties Disclosures") of the financial statements which set out the amount paid during the year to the Independent Directors towards the sitting fee.

26. DECLARATIONS BY INDEPENDENT DIRECTORS

During FY 24, all the Independent Directors meet the requirements specified under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 for holding the position of ''Independent Director'' and necessary declaration from each Independent Director has been received. Further, none of the Independent Director are related to each other. All the Independent Directors got their name registered with the Independent Director''s Databank maintained by the Indian Institute of Corporate Affairs.

Pursuant to Schedule V Para C Clause (10)(i) of SEBI (LODR) Regulations, 2015, M/s P.C. Jain & Co., Company Secretaries, have issued Certificate of Non- Disqualification of Directors to the Board of Directors during FY 24, and the same is attached in the Annual Report.

27. STATUTORY DISCLOSURES

a) There was no major change in the nature of Business of your Company during FY 24.

b) Amount transferred to the Reserves have been mentioned under the head "Summary of performance.â

c) Your Company has not accepted any public deposits during FY 24 and will not accept any public deposits during FY 25 also.

d) No significant and material orders were passed by the Regulators Courts or Tribunals impacting the going-concern status of your Company and its operations in the future.

e) Section-186(11) of the Companies Act, 2013, loans made, guarantees given or securities provided by your Company, engaged in the business of financing Companies or of providing infrastructure facilities in the ordinary course of its business are not applicable to your Company, hence no disclosure is required to be made.

f) Your Company has not issued any stock options to the Directors or any employee however at the time of IPO, certain number of shares were reserved for, allocation and on allotment basis, for

Eligible Employees bidding in the Employees Reservation Portion.

g) Your Company has adequate internal financial controls with reference to the financial statements. For details, please refer to the ''Management Discussion and Analysis Report''.

h) The Guidelines for MSMEs are being followed in your Company and Disclosure as required under Micro, Small and Medium Enterprises Development Act, 2006 are mentioned under NOTE- 18 of the financial statements.

i) During FY 24, your Company, in the capacity of financial creditor has filed 2 applications before the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against its borrowers, being corporate debtors and corporate guarantors. The details of the applications are as under:

Corporate Debtors	Debt Amount involved
M/s JHV Sugars Ltd	24.95
M/s Essel Infra projects Pvt Ltd	62.33
TOTAL	87.28

Both the applications above mentioned remain sub-judice before the Hon''ble NCLT.

j) There was no instance of One-Time Settlement with any Bank or Financial Institution during FY 24.

k) In accordance with Section 92(3) read with Section 134 (3) (a) of the Companies Act, 2013, Annual Return(s) of your Company is available on the website of your Company and can be accessed at https://www.ireda.in/annual-reports

l) Your Company affirms that a Vigil Mechanism/Whistle Blower Policy is in place and no person has been denied access to the Competent Authority.

m) The Ministry of Corporate Affairs (MCA) vide Notification dated June 5, 2015, has exempted Government Companies from the disclosure requirement of the provisions of Section 197 of the Companies Act, 2013. Hence, no disclosure is required to be made.

n) Requisite information has been submitted timely to the exchanges and is available on the website of your Company.

o) Your Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

p) In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, details of Debenture Trustees appointed by your Company for bonds/debentures issued from time to time, are mentioned in the Corporate Governance Report.

q) Your Company has not contributed any amount in cash or in kind to any political party.

r) During the last 3 years, your Company has not received any Presidential Directive.

28. RBI REGULATIONS

Your Company being Government owned entity, is categorized as NBFC-IFC Middle Layer and is subject to the guidelines/regulations prescribed by the Reserve Bank of India (RBI). Your Company has complied with all the requisite guidelines/regulations issued by the RBI time to time.

29. POLICY

To strengthen Corporate Governance, your Company has introduced/amended some of its Policy(ies) in order to carry out its duties in an ethical manner. These policies are available on the website of your Company. Some of these policies are:

Dividend Distribution Policy	https://www.ireda.in/images/HTMLfiles/
	Dividend%20Distribution%20Policy 2023.pdf

Policy on Vigil Mechanism/ Whistle Blower Policy	https://www.ireda.in/images/HTMLfiles/Policy%
	20on%20Vigil%20Mechanism1.pdf

Policy on Related Party Transactions	https://www.ireda.in/images/HTMLfiles/IREDA
	Policy%20on%20Materality%20of%20Related%
	20Party%20Transections(1).pdf

Archival Policy	https://www.ireda.in/images/HTMLfiles/Archival
Archival Policy	%20Policy.pdf
Preservation of Documents Policy	https://www.ireda.in/images/HTMLfiles/
	Preservation%20of%20Documents%20Policy.
	pdf
Internal Guidelines on Corporate Governance	https://www.ireda.in/images/HTMLfiles/
	Internal%20Guidelines%20on%20Corporate%
	20Governance 26 08 2023-new.pdf

Diversity, Equity & Inclusion (DE&I) Policy	https://www.ireda.in/images/HTMLfiles/
	Modified%20Policy%20on%20Diversity%
	20of%20Board%2020%2003%202024.pdf

Human Rights Policy	https://www.ireda.in/images/HTMLfiles/
	Diversity%20Equity%20%26%20Inclusion%20
	(DE%26I)%20Policy.pdf
Anti Bribery & AntiCorruption (ABAC) Policy	https://www.ireda.in/images/HTMLfiles/
	Anti%20Bribery%20and%20Anti%20
	Corruption%20(ABAC)%20Policy.pdf

Insider

Trading

Policy

https://www.ireda.in/images/HTMLfiles/

IREDA Code%20on%20Insider%20Trading

%20Policy.pdf

30. AUDITS & INSPECTION OF ACCOUNTS

Statutory Audit

M/s DSP & Associates, Chartered Accountants, New Delhi (Firm Registration No. 006791N) were appointed as the Statutory Auditors of your Company for the FY 24 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the financial statements of your Company for FY 24 and have given their Audit Report without any qualification, adverse comment, or disclaimer. The audit report forms part of the Annual Report.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the financial year under review.

Your Company has received ''Nil'' comments on the Financial Statements for FY 24 from the Comptroller and Auditor General of India (C&AG). The copy of the report of C&AG is annexed to the Annual report.

Internal Audit

Your Company has an independent internal audit function which continuously evaluates the internal control systemincluding compliances of policies, procedures, plans and regulatory & statutory requirements, as per the Audit Policy. To ensure that all checks and balances are in place and all internal control systems are in order, regular & exhaustive internal audits and reviews of the Internal Financial Controls are conducted by an experienced firm of Chartered Accountants in close coordination with your Company''s Internal Audit Division

Your Company had appointed M/s Ravi Rajan & Company, LLP, Chartered Accountants as Internal Auditor for the FY 24. The Audit Committee periodically reviews the significant findings of the audits, as prescribed by the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and applicable RBI Guidelines. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee. With the approval of the Board of Directors, your Company has implemented Risk Based Internal Audit (RBIA) Policy in compliance with the RBI guidelines issued on 16^th March 2022.

Secretarial Audit

M/s P.C. Jain & Co., Company Secretaries, were appointed by the Board of Directors to conduct the Secretarial Audit of your Company for FY 24, as required under Section 204 of the

Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 24 is attached herewith in Annexure-VI of this Report and the same is self-explanatory. The Secretarial Auditor have given their Audit Report without any qualification, adverse comment.

Cost Audit

Your Company has appointed M/s Chandra Wadhwa & Co. as the Cost Auditor for FY 24 in relation to the cost records of the 50 MW solar power project situated at Kasargod, in the State of Kerala. Your Company is maintaining Cost Accounting records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

31. CORPORATE GOVERNANCE

Your Company is committed to adopting and following the best practices in Corporate Governance and meets all the applicable requirements which are within its ambit, under the Companies Act, 2013, SEBI LODR Regulations, 2015, Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by the Department of Public Enterprises and Secretarial Standards issued by the Institute of Company Secretaries of India. Your Company is committed to ethical business decisions and conducting business with a firm commitment to value creation and the expectation of stakeholders.

Your Company considers it an inherent responsibility to disclose timely and accurate information regarding the operations & performance, leadership, and governance of your Company. Report on Corporate Governance is attached as Annexure-IX, and the certificate thereon, issued by the Practicing Company Secretaries pursuant to the DPE guidelines on Corporate Governance and Schedule V Para E of SEBI (LODR) Regulations, 2015 are attached as Annexure-VII and VIII of this report respectively.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is set out as a separate section under this Annual Report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report on the environmental, social and governance disclosure, is part of this Report and attached as Annexure X.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 24, the Company has not entered into any material contracts/ arrangements/transactions with related parties as defined in Section 188 of the Companies Act, 2013, hence no disclosure is required to be made in Form AOC-2. Your Directors'' draw the attention of the members to Note 38 (10) of ''Notes on Accounts'' of the Financial Statements which sets out Related Party disclosures.

35. MATERIAL CHANGES & COMMITMENTS (IF ANY) AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY AND THE DATE OF THIS REPORT

There are no material changes and commitments, affecting the financial position of your Company which has occurred between the end of FY 24 and the date of this report.

36. UPGRADATION TO SCHEDULE ''A'' AND GRANT OF NAVRTANA STATUS

During the FY 24, The Ministry of New and Renewable Energy, Government of India vide F.No. 340-12/2/2022-IREDA dated 29.09.2023 upgraded your Company from the ''Schedule B'' to the ''Schedule A'' category Central Public Sector Enterprises.

Further, post the end of FY 24, the Department of Public Enterprises (DPE) vide its O.M. no. F.No. PD-I-26/0002/2023-DPE dated 26.04.2024 has granted "Navratnaâ status to IREDA.

37. MoU WITH THE GOVERNMENT OF INDIA (GoI)

Your Company enters into a Memorandum of Understanding (MoU) with the Ministry of New and Renewable Energy (MNRE) every year wherein your Company is evaluated on various financial and non-financial parameters. Achievement of your Company as per the MoU parameters for FY 24 are as follows:

S. No	Parameters	Achievement as on 31.03.2024
1	Revenue from Operations (in '' Crore)	4,963.94
2	EBTDA as a percentage of Revenue	34.55%
3	Return on Net Worth	16.40%
4	Return on Capital Employed	8.33%
5	Asset Turnover Ratio	7.93%
6	Loan Disbursed to Total Funds Available	99.16%
7	Overdue loans to Total Loans	0.49%
8	NPA to Total Loans	0.99%

S. No	Parameters	Achievement as on 31.03.2024
9	Cost of raising funds through Bonds as compared to similarly rated CPSEs	-18 bps
10	Acceptance / Rejection of Invoices of Goods & Services through TReDS Portal	100%
11	Procurement from GeM as % of total procurement	104%
12	Earnings per Share (in '')	5.16

Your Company has achieved "Excellentâ rating as per MoU evaluation consistently over the last 3 financial years. For FY 24 also, your Company is expecting to achieve "Excellentâ rating subject to assessment by the Government of India.

38. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirm that:

a) in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the FY 24 and of the profit of the Company for the FY 24;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for FY 24, on a going-concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

39. ACKNOWLEDGEMENTS

Your Directors are extremely thankful and acknowledge the excellent support extended to your Company by the Government of India, Ministry of New & Renewable Energy, NITI Aayog, Ministry of Finance, Ministry of Corporate Affairs and other Ministries/Departments of the Government of India, Reserve Bank of India, Department of Public Enterprises, Department of Investment and Public Asset Management (DIPAM), Securities and Exchange Board of India, National Stock Exchange of India Ltd. & Bombay Stock Exchange Ltd. and other regulators. Your directors also place on record their appreciation for the support and cooperation of international financial institutions namely the Asian Development Bank (ADB), Agence Francaise de Development (AFD), European Investment Bank (EIB), Japan International Cooperation Agency (JICA), Kreditanstalt fur Wiederaufbau (KfW), and The World Bank.

Your directors are grateful to the Comptroller and Auditor General (C&AG) of India, Statutory Auditor, Secretarial Auditor, Cost Auditor and Internal Auditor for their valued support and guidance.

Your directors are truly thankful to the Book Running Lead

Managers (BRLMs), Legal Counsels, and DIPAM for making the IPO of your Company immensely successful. The Board also conveys its gratitude to the shareholders for the trust and confidence reposed in your Company and looks forward to their continued support to propel your Company to greater heights.

Your directors also wish to place on record their deep sense of appreciation for the committed services provided by all the employees working relentlessly in pursuit of excellence for the progress and prosperity of your Company.

Thank you and Jai Hind!

For and on behalf of the Board of Directors

Sd/-

Pradip Kumar Das Chairman & Managing Director (DIN:07448576)

Place: New Delhi Dated: 31.05.2024

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with the audited Statements of Accounts and the Auditor''s Report for the year ended 31st March, 2010.

RENEWABLE ENERGY SCENARIO

Grid-interactive renewable power generation capacity of 16,817 MW has been established upto 31st March 2010, which accounts for 10.46% of the total installed capacity in the country registering an increase of 16.22 % over the previous year. To further increase Renewable Energy share in the total power generation capacity, a number of steps are on the anvil. The Government has launched Jawaharlal Nehru National Solar Mission envisaging setting up of 1100 MW of grid solar power and 200 MW capacity of off-grid solar applications utilising both solar thermal and photovoltaic technologies in the first phase. It envisages an investor-friendly mechanism which reduces risk and provides an attractive as well as supportive tariff for solar power off-take with ultimate objective of making solar energy competitive with fossil-based energy options. The Government has also introduced a scheme for giving generation based incentive to wind power producers.

As a result of the above incentives, greater investment is expected to take place in solar and wind power projects. IREDA has been designated as a "Refinancing Agency" under Jawaharlal Nehru National Solar Mission and "Implementing Agency" under Generation Based Incentive (GBI) Scheme for Wind Energy launched by MNRE. These developments will certainly increase relevance of IREDA in financing RE projects for which it has chalked out resource mobilisation strategy.

Recent introduction of Renewable Energy Certificates would help to create a market mechanism for RE by allowing States that lack renewable energy sources to meet their Renewable Purchase Obligation. This would stimulate growth in the renewable energy space.

At a GDP growth rate of 7-9%, the demand for electricity is likely to double by 2017. The major fuel source for base load capacity addition is expected to be coal. However, availability of domestic coal is a challenge on account of various bottlenecks such as capacity expansion of coal mines in India, coal block allocation, environment and forest clearances etc. This is further compounded by issues like land acquisition for the power plant, water availability and ash disposal for domestic coal based plants.

Further addition of fossil fuel based generation capacity would put additional pressure on India to follow clean technologies resulting in further increase in importance of renewable energy to mitigate GHG emissions and also to provide much needed energy security for the country. Harnessing Renewable Energy sources to reduce dependence on fossil fuels is now recognised as a credible strategy for combating global warming and climate change.

NEW INITIATIVES

To give impetus to the development of renewable energy and energy efficiency sectors, your Company introduced new scheme for loan against securitisation of future cash flows of the projects. Memorandum of Understanding was signed between your Company and India Infrastructure Finance Company Limited (IIFCL) for financing of renewable energy / energy efficiency projects to provide a single window for consortium lending.

OPERATIONS

Sanctions and Disbursements

The achievement of loan sanctions and disbursement surpassed the respective MoU targets i.e. Rs 1200 crore and Rs. 710 crore set for the year 2009-10. The Company''s performance in lending operations during the year was excellent, as loan sanctions of Rs.1823.91 crore in 2009-10 registered increase of 22.41% over the previous year and disbursement of Rs.890.03 crore during 2009-10 recorded growth of 15.45% over the previous year. The sector-wise details of the sanctions and disbursements during the year are as under:

(Rs. in Crore)

Sectors Sanctions Disbursements

Wind Power 1174.09 515.92

Hydro Power 483.45 229.03

Co-generation 140.12 83.49

Biomass Power Generation 17.25 24.37

Energy Efficiency & Conservation 0 15.18

Solar Photovoltaics 0 7.06

Solar Thermal 9.00 14.51

Waste to Energy 0 0.47

TOTAL 1823.91 890.03

The cumulative gross sanctions and disbursements stood at Rs. 12179.49 crore (net sanctions- Rs. 7976.82 crore) and Rs. 6644.08 crore respectively as on 31st March 2010. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

Capacity Supported

The loan sanctions during the year 2009-10 will result in establishment of renewable power generating capacity of about 760.75 MW including 469.50 MW under co-financing/ consortium financing. The sector- wise break-up of sanctioned capacity is indicated below:

Sectors Capacity (MW)

Wind Power 525.45

Hydro Power 171.30

Cogeneration 54.00

Biomass Power Generation 10.00

TOTAL 760.75

FINANCIAL PERFORMANCE

Working Results

The overall financial performance of the Company for the year 2009-10 was satisfactory. The performance in respect of key parameters are highlighted below:

(Rs. in crore)

2008-09 2009-10

Gross Income 275.11 345.25

Profit before Tax (including prior period adjustment) 85.90 141.05

Less: Provision for Income Tax 25.15 63.85

Less: Deferred Tax Debit 4.39 4.51

Less: Provision for Fringe Benefit 0.15 0.00

Profit After Tax 56.21 72.69

Add: Profit brought forward 9.79 12.53

Profit available for appropriation 66.00 85.22

APPROPRIATIONS

Special Reserves u/s 36(1) (viii) 15.31 29.54 of Income Tax Act 1961

Proposed Dividend 11.25 14.54

Dividend Tax 1.91 2.41

General Reserve 25.00 25.00

Surplus carried to Balance Sheet 12.53 13.73

The Profit and Loss Account takes care of the prudential norms regarding income recognition, asset classification and provisioning as approved by the Board of Directors in terms of Articles of Association of IREDA.

DIVIDEND

Your Directors recommend a dividend of Rs 14.54 crore for the financial year 2009-10, which is 20% of the Profit After Tax.

PRUDENTIAL NORMS

Your Company, a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI) follows the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning as approved by Board of Directors of IREDA in terms of Articles of Association.

STRESSED ASSETS MANAGEMENT

Significant progress in management of stressed assets was made during the financial year 2009-10. In order to expedite the process of recovery of Non-Performing Assets (NPAs), the Company reviewed and revised the policies on One Time Settlement (OTS) and Reschedulement. The Company recovered an aggregate amount of Rs. 135.61 crore from NPA accounts including recovery of Rs. 10.08 crore from written off NPAs. As a result gross NPAs declined from 13.34% on 31st March, 2009 to 8.44% as on 31st March, 2010.

DEBT EQUITY RATIO & NET WORTH

During the year 2009-10, the Company''s net worth increased to Rs. 950.25 crore from Rs. 869.55 crore in the previous year. As on 31st March 2010, the Company''s net borrowing stood at Rs. 2187.43 crore which is 2.30 times of its net worth.

RESOURCE MOBILISATION

Share Capital

The Government of India contributed equity of Rs. 19.60 crore during the year raising paid-up capital of the Company from Rs. 520 crore as on 31st March, 2009 to Rs. 539.60 crore as on 31st March, 2010 against the authorized share capital of Rs. 1000 crore. For the financial year 2010-11 also the Government of India has allocated equity of Rs. 50 crore to the Company.

Domestic Borrowings

During the year 2009-10, the Company borrowed Rs. 333.35 crore from various banks to meet its financial requirements. In addition, it has raised resources to the tune of Rs. 150 crore through issue ofH Long Term Taxable Bonds.

International Assistance

KfW has released Rs. 132.56 crore under 2nd line of credit. Nordic Investment Bank also released Rs. 114.07 crores. Further IREDA has signed loan agreement with KfW for line of credit of Euro 19.971 million and negotiated with AfD for line of credit of Euro 70 million.

CREDIT RATINGS

CARE assigned ''CARE AAA (SO)1 [ Triple A ( Structured Obligation)] rating to the Long Term Taxable Bond Series-II issue of Rs. 150 crore of the Company. Instruments with this rating are considered to be of the best credit quality offering highest safety for timely servicing of debt obligations.

In addition, Brickwork Ratings India Pvt Ltd. assigned "BWR AAA (SO) rating with Stable" outlook the said Long Term Taxable Bond Series-II issue of Rs 150 crore, backed by Government of India''s letter of comfort. BWR AAA signifies "Best Credit Quality" in terms of meeting debt service obligations.

PROMOTIONAL EFFORTS

Business Meets

The Company continued to sponsor Seminars, Workshops and Business Meets to promote renewable energy technologies. During the year 2009-10, the Company supported fourteen such programmes in different places in the country.

Dissemination of Information

The Company continued to create awareness of its financing policies towards promotion of Renewable Energy Technologies/Energy Efficiency and Conservation (EEC) and also their potential benefits. Your Company brought out a manual on development of small hydro projects for use of project developers. IREDA News which is quarterly house publication for dissemination of information on development taking place in renewable energy sector was put on website.

DEVELOPMENT OF RURAL AREAS

During the year under report, out of 29 projects for Rs. 1823.91 crores sanctioned, 27 projects with loan assistance of Rs. 1814.91 crore shall be implemented in rural areas. The loan amount sanctioned for these areas constitutes around 99.51% of the total sanctions during the year.

SPECIAL CONCESSIONS

The Company continued with its policy to provide concessions in its lending terms and conditions to the promoters belonging to SC/ST, Women, Ex-service man and Handicapped categories and also for projects to be set up in North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand.

PROGRAMMES ENTRUSTED BY MNRE

The Company continued as implementing agency for various schemes entrusted to it by the MNRE and fund manager for its various interest subsidy schemes. MNRE has designated IREDA as a "Implementing Agency" under Generation Based Incentive Scheme for Wind Energy.

JOINT SECTOR COMPANY

M/s M. P. Wind Farms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs. 70 lakh including your Company''s initial subscription of Rs. 12 lakh and bonus share of Rs. 4.80 lakh against the authorized share capital of Rs. 100 lakh. Your Company has been receiving dividend consistently since the year 2006-07 onwards from the Joint Sector Company. MPWL is primarily involved in design and development of wind power estate to facilitate investment by small investors. Besides economising cost of infrastructure, MPWL also offers service for operation and maintenance of wind farms.

PLANNING, MONITORING AND EVALUATION

Planning

The Company has drawn up its Annual Plan for the year 2010-11, which envisages targets for loan sanction of Rs. 1900 crore and disbursement of Rs. 900 crore.

Monitoring & Evaluation

Project monitoring and evaluation are being carried out through direct inspections and physical verifications and through reports of Nominee Directors. Help of Concurrent Auditors / Concurrent Engineers is also taken for projects monitoring.

MEMORANDUM OF UNDERSTANDING

The Company''s performance in achieving the MoU targets for the year 2009-10 is likely to be rated as Taken Report were submitted to the Audit Committee for review.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs. 1252.33 lakh and the outflow was Rs. 1299.86 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievance of the employees continued to be redressed through dialogues and discussions.

CUSTOMER RELATIONS

Your Company endeavours to achieve and maintain fair and cordial relationship with its customers. The citizen charter was modified and put on its website with a view to provide to its customers the information relating to its services and products. Customer Facilitation Centre obtains feedback in the prescribed formats from the clients, which is analysed to know the level of satisfaction. A Grievance Redressal Committee (GRC) is already in place to look into the grievances of the customers / borrowers.

VIGILANCE

During the year 2009-10,Vigilance Department of the Company suggested corrective measures for improving control systems, setting up of adequate checks and balances, enforcing compliance of laid down procedures and carrying out investigation into complaints.

In accordance with the directives of CVC the Company observed Vigilance Awareness Week from 3rd to 7th November, 2009 during which essay/cartoon, slogan/debate competitions and a lecture programme on "Preventive Vigilance" were organised.

DIRECTORS'' RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement the Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at end of 31st March, 2010 and of the Profit & Loss Account of the Company for the period ended 31st March, 2010;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation of the continued guidance, co-operation and support provided by the Ministry of New and Renewable Energy, Ministry of Finance, Planning Commission and other Ministries/ Departments of the Government of India. The Company is thankful to the World Bank, Asian Development Bank, Kreditanstalt Fur Wiederaufbau (KfW)-Germany, Nordic Investment Bank, European Investment Bank, Agence Francaise de Developpement (AfD), Japan International Cooperation Agency (JICA) and other international financial institutions / agencies and investors for their co-operation, guidance and help.

The Company is thankful to the Comptroller and Auditor General of India, Statutory Auditors, Internal Auditors and Legal Auditors for their valued co- operation.

Special thanks are extended to the Bankers, Bond- holders and clients for the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels of their individual and collective valuable contribution towards the Company''s growth.

Last but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors.

(DEBASHISH MAJUMDAR)

Chairman & Managing Director

Place: New Delhi

Date: 23.09.2010

Mar 31, 2009

The Directors have pleasure in presenting the 22nd Annual Report together with the audited Statements of Accounts and the Auditors Report for the year ended 31st March 2009.

RENEWABLE ENERGY SCENARIO

Indias fast growing economy demands an equally fast growing energy sector to fulfil its diverse and growing requirements. Given the threat of global warming and climate change, in addition to a large dependence on imports; Indias quest for energy security and sustainable development lies to a great extent in its ability to successfully harness energy from renewable sources.

Upto 31st March 2009 , grid-interactive renewable power generation capacity of 14,485 MW has been established, which accounts for over 9% of the total installed capacity in the country. India is fifth in the world in terms of wind energy capacity and second in biogas installations. Further, the government is also giving a new impetus to research and development to cutting edge new and renewable technology such as next generation solar technologies, hydrogen and fuel cells, biofuels etc.

During the year, Venture capitalists and private equity investors have also shown considerable interest in the Renewable Sector. India has also achieved considerable success in registering projects under Clean Development Mechanism (CDM). In fact, India accounts for over 30% of the total registered projects worldwide.

On the policy front, fifteen states have published Renewable Energy Portfolio Standards(RPS) orders specifying renewable energy percentages ranging from 0.5% to 20%.

The importance of Energy Efficiency/Conservation(EEC) and Demand Side Management (DSM) is underlined by huge potential such projects have in improving viability of various energy intensive sector. There exists a substantial cost effective energy saving potential, estimated at 15% of total generation , through DSM alone.

Keeping in view Xlth plan target of Renewable Energy capacity addition, IREDA has also geared up its programme for resource mobilisation from domestic borrowings and bi-lateral /multi-lateral agencies to meet the financial requirement for development of renewable energy sector.

OPERATIONS

SANCTIONS AND DISBURSEMENTS

The Company has been scaling up its lending operations. Loan sanctions increased from Rs. 826.15 crore in 2007-08 to Rs. 1489.93 crore in 2008-09 registering an impressive growth of 80.35%.

Disbursements during the year 2008-09 amounted to Rs.770.95 crore compared to Rs. 553.64 crore in the previous year

recording growth of 39.25 %.

The sector-wise details of the sanctions and disbursements during

the year are as under:

(Rs. in crore)

Sectors Sanctions Disbursements

Wind Power 728.87 483.51

Hydro Power 343.40 147.55

Co-generation 319.85 76.36

Biomass Power Generation 16.25 1.13

Energy Efficiency & Conservation 40.20 5.80

Solar Photo Voltaics 33.36 26.25

Solar Thermal 8.00 27.55

Waste to Energy 00 2.80

TOTAL 1489.93 770.95

The cumulative sanctions and disbursements stood at Rs.10355.58 crore and Rs. 5754.05 crore respectively as on 31st March 2009. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

CAPACITY SUPPORTED

The loan sanctions during the year 2008-09 will result in establishment of additional Renewable power generating capacity of about 403.75 MW. The sector-wise break-up of sanctioned

capacity is indicated below:

Sectors Capacity (MWf

Wind Power 218.30

Hydro Power 70.95

Cogeneration 91.00

Biomass Power Generation 10.00

Energy Efficiency & Conservation 13.50

TOTAL 403.75

FINANCIAL PERFORMANCE

WORKING RESULTS

The overall financial results of the Company for the year 2008- 09 are very encouraging, These are summarized below:

(Rs. in crore)

2007-08 2008-09

Gross Income 247.22 275.11 Prof it before Tax (including

prior period adjustment) 73.23 85.90

Provision for Income Tax 31.50 25.15

Deferred Tax Debit/Credit (-)6.44 4.39

Profit available for appropriation 48.38 66.00 (after adjustment of excess provisions made in earlier years,

balance in Profit & Loss Account brought forward, Fringe Benefit Tax and interest paid to Income Tax Department)

APPROPRIATIONS

Special Reserves u/s 36(1 )(viii) 17.36 15.31 of IncomeTaxAct 1961

Proposed Dividend 9.60 11.25

Dividend Tax 1.63 1.91

General Reserve 10.00 25.00

Surplus carried to Balance Sheet 9.79 12.53

The Profit and Loss Account takes care of the prudential norms regarding income recognition, asset classification and provisioning as approved by the Board of Directors in terms of Articles of Association of IREDA.

DIVIDEND

Your Directors recommend a dividend of Rs.11.25 crore for the financial year 2008-09, which is20%of the ProfitAfterTax.

PRUDENTIAL NORMS

Your Company , a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI) follows the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning as approved by Board of Directors of IREDA in terms of Articles of Association as per directions of MNRE,

STRESSED ASSETS MANAGEMENT

The level of net NPA during the year 2008-09 was brought down to 3.27% as against the previous year figure of 8% (computed after adjustment of ad hoc provisioning). The said decrease in the level of net NPAs was the result of recovery efforts made during the year through One Time Settlement, action under SARFAESI Act, 2002, reschedulement and regular follow up.

The Company could recover an aggregate amount of Rs.74.56 crore which included an amount of Rs. 12.24 crore recovered from written off assets.

During the year, the Prudential Norms relating to Income Recognition, Asset Classification and Provisioning were amended in terms of Articles of Association of IREDA as per the directions of MNRE. The change in the Prudential Norms and concerted efforts for recovery of stressed assets resulted in excess provision for standard assests and NPAs amounting to Rs.25.63 crore. The said excess provision has been retained in the books in addition to Ad-hoc provision of Rs.70 crore created in earlieryears as a prudent measure for meeting future eventualities.

DEBT EQUITY RATIO & NET WORTH

As During the year 2008-09, the Companys net worth increased to Rs.869.55 crore from Rs.797.13 crore in the previous year. As on 31st March 2009, the Companys net borrowing stood at Rs.1565.22 crore which is 1.80 times of its net worth.

RESOURCE MOBILISATION

SHARE CAPITAL

With the release of Government equity of Rs. 30 crore during 2008-09, the paid-up capital of the Company has risen to Rs. 520 crore as on 31st March 2009 against the authorized share capital of Rs. 1000 crore.

DOMESTIC BORROWINGS

During the year 2008-09, the Company borrowed Rs. 384 crore from various banks to meet its financial requirements. In addition, it has raised resources to the tune of Rs.100 crore through issue of Long Term Taxable Bonds.

INTERNATIONAL ASSISTANCE

The Company signed loan agreement with KfW for line of credit for Euro 50 million and also with Nordic Investment Bank for US $ 50 million. In order to meet the resource requirement in the next 2 to 3 years, discussion is underway to raise Euro 100 million from Agence Francaise de Developpement (AfD) and US$ 100 million from Japan International Cooperation Agency (JICA).

CREDIT RATING

CARE assigned CARE AAA (SO) [ Triple A ( Structured Obligation) ]rating to the Long Term Bond Series-I Issue of Rs 100 crore of the Company .Instruments with this rating are considered to be of the best credit quality offering highest safety for timely servicing of debt obligations.

PROMOTIONAL EFFORTS

BUSINESS MEETS

The Company continued to sponsor Seminars, Workshops and Business Meets to promote renewable energy technologies. During the year 2008-09 the Company supported five programmes in the states that have relatively less investment in renewable energy.

DISSEMINATION OF INFORMATION

The Company continued to create awareness of its financing policies towards promotion of renewable energy technologies/energy efficiency and conservation (EEC) and also their potential benefits. In this direction , the Company has prepared Five Minutes Capsule Film in the five major sectors namely Wind Energy, Hydro Energy, Bio-energy, Solar Energy and EEC . In addition , film for EEC in various industries like Cement, Sugar, Hotel .Glass etc were prepared for creation of awareness in Demand Side Management. Print and electronic media were used for sustained publicity.

DEVELOPMENT OF RURAL AREAS

During the year under report out of 47 project for Rs. 1489.93 crores sanctioned, 39 projects with loan assistance of Rs.1408.37 crore shall be implemented in rural areas. The loan amount sanctioned for these areas constitutes around 94.52% of the total sanctions during the year.

SPECIAL CONCESSIONS

The Company continued with its policy to provide concessions in its lending terms and conditions to the promoters belonging to SC/ST .Women , Ex-service man and Handicapped categories and also for projects to be set up in North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand.

PROGRAMMES ENTRUSTED BY MNRE

The Company continued as implementing agency for various schemes entrusted to it by the MNRE. Moreover MNRE designated the Company as fund manager for its various interest subsidy schemes.

JOINT SECTOR COMPANY

M/s M. P. Wind Farms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs.70 lakh including your Companys initial subscription of Rs. 12 lakh and bonus share of Rs.4.80 lakh against the authorized share capital of Rs.100 lakh. Your Company has been receiving dividend consistently since the year 2006-07 onwards from the Joint Sector Company. MPWL is primarily involved in design and development of wind power estate to facilitate investment by small investors. Besides economising cost of infrastructure, MPWL also offers service for operation and maintenance of wind farms.

NETWORKING ARRANGEMENTS

IREDA has been networking with various technical and professional organisations through a scheme of Business

Development Associates (BDA) for generating more business. As on 31st March 2009, total number of BDAs stood at 52, comprising 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 15 Private Sector Enterprises and 7 NGOs and Technical Institutions.

PLANNING, MONITORING AND EVALUATION

PLANNING

The Company has drawn up its Annual Plan for the year 2009-10, which envisages ambitious targets for loan sanction of Rs. 1200 crore and disbursement of Rs. 710 crore.

MONITORING & EVALUATION

Project monitoring and evaluation are being carried out through direct inspections and physical verifications and through reports of Nominee Directors .Help of Concurrent Auditors / Concurrent Engineers is also taken for projects monitoring.

MEMORANDUM OF UNDERSTANDING

For the second consecutive year, the Companys performance in achieving the MoU targets is likely to be rated as "Excellent". The Company has also signed a MoU with the Government for the year 2009-10.

HUMAN RESOURCE DEVELOPMENT

In the vibrant business environment, it is very much necessary to update knowledge and skill of the employees. Keeping this in view the Company invested 299 man-days in technical and non-

I technical training of the employees during 2008-09. The Company continued to nominate officials at various levels for the Seminars / I Workshops on specialized subjects in India and abroad.

INSTITUTIONAL DEVELOPMENT

As a part of enlarging its outreach and national presence, the Company has decided to open two new camp Offices at Ahmedabad in Gujarat and Kolkata in West Bengal. The existing Camp Offices at Hyderabad and Chennai were upgraded and renamed as "Branch Offices".

ECOLOGY &ENVIORNMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies which have a positive impact on environment besides reducing pollution. The RE projects to the tune of 184 MW commissioned during the year will result in annual saving of 0.15 million tons of oil equivalent (MTOE) and abatement of 0.5 million tons of carbon dioxide.

RESERVATION FOR SC/ST/OBCs/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/ Scheduled Tribes/Other Backward Communities/ Physically Handicapped. Liaison officers for Scheduled Castes/ Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company continued its efforts in the implementation of Official Language Policy of the Government of India and to encourage the employees for progressive use of Official Language. Workshops related to Official Language were organized to further educate and motivate IREDA employees. Review of progress of use of Hindi and implementation of Official Language Policy were done on regular basis through meetings of Rajbhasha Karyanvayan Samiti headed by Chairman and Managing Director, IREDA.

The Company organised Hindi Pakhwara in the first fortnight of September, 2008 during which various competitions were organised. Hasya Kavi Sammelan was also organized on Hindi Diwas in which three reputed poets recited their poems. An Inter- PSU competition for Member Undertakings of Town Official Language Implementation Committee (Undertakings), Delhi was organised by IREDA.

AUDITS & INSPECTIONS OF ACCOUNTS

STATUTORY AUDITORS

M/s S C Vasudeva & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2008-09.

AUDIT REVIEW

The Comments of the Comptroller and Auditor General of India on

the accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (AnnexureV).

INTERNAL AUDIT

M/s Ravi Rajan & Co., Chartered Accountants, New Delhi were appointed your Companys Internal auditors for the financial year 2008-09 and the Audit Reports and Action Taken Report were submitted to the Audit Committee for review.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990]isNIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs.3520.72 lakh and the outflow was Rs.3180.14lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievance of the employees continued to be redressed through dialogues and discussions.

CUSTOMER RELATIONS

The Company believes in building and enhancing better customer relationship. The Company continued with its customer-friendly

approach in day-to-day dealings. The problems of borrowers are redressed by a response mechanism through effective and immediate hearing by senior executives. Regular feedback is obtained from the borrowers. A study was also conducted through consultant to know the level of customers satisfaction and the recommendations made in the report were accepted by the Company. A Grievance Redressal Committee (GRC) is already in place to look into the grievances of the customers / borrowers.

VIGILANCE

During the year 2008-09, Vigilance Department of the Company suggested corrective measures for improving control systems, setting up of adequate checks and balances, enforcing compliance of laid down procedures and carrying out investigation into complaints.

The company observed Vigilance Awareness Week during 3rd November to 7th November, 2008. The vigilance awareness week was utilised , inter alia ,to publicize the procedure for making complaints under Public Interest Disclosures and Protection of Informer (PIDPI).

CORPORATE GOVERNANCE

The Company is committed to follow best practice of principles of good Corporate Governance. The Board lays strong emphasis on transparency, professionalism, accountability and integrity.

The Company has always endeavored to implement and maintain high standards of Corporate Governance norms and has been practicing the principles of good Corporate Governance even when they were not mandatory by legislation. The Companys philosophy of Corporate Governance stems from its belief that timely disclosures, transparent accounting policies and a strong and independent Board go a long way in preserving shareholder trust while maximizing long-term shareholder value.

A certificate from practicing Company Secretaries - M/s B. Mathur & Co., Company Secretaries, confirming compliance of conditions of Corporate Governance in line with the DPE Guidelines is annexed at Annexure-VI.

For and on behalf of the Board of Directors.

Place : New Delhi (DEBASHISH MAJUMDAR)

Dated: 29.09.2009 Chairman & Managing Director

Mar 31, 2007

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited Statements of Accounts and the Auditorss Report for the year ended 31st March 2007.

ENERGY SCENARIO

Indias economic growth averages 8% and is projected to sustain the momentum for many years to come, leveraging the success of economic reforms initiated during 1990s and the demographic advantage. Energy is one of the major inputs for economic development to maintain this growth.

Traditional energy resources such as oil, gas and coal will not last forever and are becoming increasingly expensive, and bolstering investment in clean energy sources is the best way to reduce greenhouse gas emissions.

The National Electricity Policy envisages "Power for all by 2012" and per capita availability to power to be increased to over 1,000 units by 2011-12. The total installed capacity in the country at the end of 10th Plan was 1,32,330 MW. Based on 10th Plan actual capacity addition of 21,180 MW, a capacity addition of 78,577 MW has been proposed during 11th Plan.

The installed Renewable Energy Capacity at the beginning of the 10th Plan was about 3500 MW. A capacity of about 6,750 MW had been achieved during the 10th Plan against target of 3,075 MW.

For sustainable development and energy security, the importance of renewable energy sources need not be over emphasized. It is an established and accepted fact that renewables will play an increasingly important role in the future as they are cleaner, easier to use, environmentally benign and are bound to become economically more viable with increased use.

It would be through integration of energy efficiency and conservation efforts with renewable energy programmes that India would be able to achieve its mandate "Power for all" in an equitable and environment friendly sustainable manner. Renewable Energy and Energy Efficiency Projects being intrinsically suitable for consideration under the Clean Development Mechanism (CDM) of the Kyoto Protocol also play a key role in the blossoming Carbon Markets which has opened up a fresh opportunity for investors in this sector.

POLICIES

As an annual exercise, existing financing policy was reviewed and certain improvements were brought out therein. New scheme for financing industrial cogeneration sector was introduced during the year. Keeping in view the requirements of the borrowers, the company has simplified and streamlined a number of procedures and systems.

OPERATIONS

Sanctions and Disbursements

The Company has improved performance during the year 2006-07. Loan sanctions were Rs. 588.51 crore in 2006-07 compared to Rs. 505.83 crore in the previous year registering increase of 16.35%. Disbursements during the year 2006-07 amounted to Rs. 410.87 crore compared to Rs. 302.51 crore in the previous year recording robust growth of 35.82%. For the first time after last four years the Company was able to surpass the disbursement target of Rs. 400 crore, though the actual loan sanction fell short of target by 6%.

The sector-wise details of the sanctions and disbursements are as under

(Rs. in crore)

Sectors Sanctions Disbursements

Wind Power 266.19 258.19

Hydro-Power 160.87 58.36

Co-generation 116.28 19.68

Biomass Power 0.00 38.99

Generation - -

Energy Efficiency 21.30 29.40 & ieonseryation

Bipmass Gasificatipn 1.68 1.25

Solar thermal 13.00 5.00

Waste to Energy 9.19 0.00

Total 588.51 410.87

The cumulative sanctions and disbursements as on 31st March 2007 stood at Rs. 8039.50 crore and Rs. 4429.46 crore respectively. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

Capacity Addition

The loan sanctioned during the year 2006-07 will result in establishment of additional power generating capacity of about 259 MW. The sector-wise breakup of sanctioned capacity is indicated below :

Sectors Capacity (MW)

Wind Prower 148.55

Hydro Power 43.70

Cogeneration 55.00

Energy Efficiency & Conservation 8.00

Waste to Energy 3.66

Total 258.91

For the first time, your Company sanctioned 85.40 MW Wind Power project under co-financing arrangements with international agency Asian Development Bank.

FINANCIAL PERFORMANCE Working Results

The overall performance for the year 2006-07 was satisfactory. The key parameters of performance in this regard are listed below:

(Rs. in crore)

2005-06 2006-07

Gross Income 195.04 232.78 Profit before tax including prior 35.82 95.17 period adjustment)

Provision for Income Tax 17.60 27.70

Deferred Tax Credit/Debit 13.55 31.45

Profit available for appropriation 48.44 34.61 (after,adjustment of excess provisions made in -earlier years balance in Profit & Loss Account brough forward transfer from

Debenture -Redemption Reserve fringe Benefit Tax and interest paidto;lncome tax Debarment)

APPROPRIATIONS Special Reserves u/s 36(1) (viii) of 23.57 26.00

Income Tax Act 1961 Proposed Dividend 6.25 7.00

Dividend Tax 0.87 1.19

General Reserv 17.75 0.00

Surplus carried, to Balance -sheet 0.00 0.42

Including Deferred Tax Debit for earlier year.

The Profit and Loss Account takes care of the RBIs prudential norms regarding income recognition, assets classification and provision as per RBI guidelines.

Dividend

Your Directors recommend a dividend of Rs. 7.00 crore for the financial year 2006-07, which is marginally higher than 20% of the Profit After tax.

Prudential Norms

Your Company is a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI). As approved by MNRE, it has been following the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning and Disclosure requirements issued by RBI for Financial Institution(s), as amended from time to time.

Non-Performing Assets

During the year 2006-07, vigorous efforts for recovery of Non- Performing Assets (NPAs) were continued which resulted in recovery of Rs. 86.78 crores from these accounts. This includes recovery of Rs. 12.54 crores from the written off loans. However, the level of Net NPA increased marginally from 12.36% as on 31st March, 2006 to 12.52% as on 31st March, 2007. The increase in NPA was mainly on account of reduced/non realization of generation revenue by the borrower from respective SEB in Andhra Pradesh/Karnataka. Further, two projects have been downgraded to NPA due to delayed implementation of the projects in terms of RBI norms, though both were commissioned before 31st March, 2007.

The recovery from existing NPAs during the year not only enabled IREDA to reduce NPA .provision to Rs. 0.60 crore for the year (Previous year Rs. 1.91 crore) but also enabled to make an adhoc provision of Rs. 6.50 crore towards standard assets.

As a measure to manage NPA assets, a restructuring package in respect of 25 drought hit Small Hydro Projects in Andhra Pradesh was sanctioned. This step had arrested the slippage of 9 standard accounts into NPA category and likely to result in up-gradation of 16 NPA projects as on 31st March, 2007 into standard category by 31st March ,2008 after satisfactory completion of one year watch period as per the prudential norms.

Debt Equity Ratio & Net Worth

The Companys net borrowing stood at Rs. 1390.35 crore as on 31st March, 2007 against its net worth of Rs. 710.70 crore. Debt as ratio to net worth works out 1.96:1 which is well below 5:1 in terms of the Operational Policy Statement of the World Bank.

RESOURCE MOBILISATION

Share Capital

The Authorised as well as paid-up Share Capital of the Company was Rs. 400 crore as on 31st March, 2007.

The Government of India has accorded approval to increase the authorised share capital to Rs. 1000 crore for which necessary action for amendment in Memorandum & Articles of Association were initiated. During the year 2006-07, the Government of India released an amount of Rs. 40 crore towards equity contribution which has been kept as amount received towards equity contribution pending allotment. For the financial year 2007-08 the Company has been allocated equity of Rs. 50 crore.

International Assistance

An amount of Rs. 31.71 crore equivalent of US $7.00 million was availed under IBRD portion and Rs. 15 crores received through counter part funding from Government of India under IDA portion under India: Second Renewable Energy Project of the World Bank.

Interest Differential Fund

As pet KfW Agreement., IREDA has to create an Interest Differential Fund (IDF) out of the difference between interest income earned from the borrowers on lending from portion-l of KfW loan and 3.75%. Out of this IDF amount, 25% has to be utilised for further disbursement for the development of worthy renewable energy projects, capacity building of the Company, training and seminar etc and the balance 75% can be utilised to meet forex risk and Government of India guarantee fee on KfW Line of Credit.

Accordingly, your Company has maintained the IDF Memorandum Account, the details of which as on 31.3.2007 are as under:

(Rs. in lacs)

Amount Allocation of IDF Utilisation of IDF Balance in of IDF A/c. Interest 25% of the 75% of Out of Out of (2-4) (3-5) Differential amount to the amount 25% , 75% Fund be utilised to be portion portion (IDF) for , utilised development for Foreign projects Risk & deemed GOI particularly Exchange worthy of Guarantee promotion Fee and training etc.

1 2 3 4 5 6 7

3554.66 888.66 2666,00 888.66, 2666.00 - -

Credit Rating

Global rating agency Fitch Ratings India Pvt. Limited assigned a national long-term rating A+(ind)r to the Rs. 100 crore non-convertible debenture of IREDA. The outlook on the rating A+(ind) is stable.

PROMOTIONAL EFFORTS Business Meets

The Company continued to sponsor Seminars, Workshops, and Business Meets to promote renewable energy technologies. During the year, it supported a total of 53 programmes in different parts of the country. The sector-wise break-up of the promotional programmes is given below :

Sector No. of Programmes

Wind Energy 05

Hydro Energy 04

Energy Efficiency 10

Bio-Energy &Â« Cogeneration 07

Solar Energy 04

Women Development 02

Renewable Energy (General) 08

Others (Like Environment, Sustainable 13 development, Power etc.)

Total 53

Dissemination of Information

The Company has been making concerted efforts in creating awareness about the renewable energy technologies/energy conservation and their potential benefits. Brochures on various schemes were printed for distribution to the entrepreneurs and users. The "IREDA News" continued to be published quarterly to highlight the current developments in the renewable energy sector. A bi-monthly "Bulletin on Energy Efficiency" (BEE) is being published for creating awareness about Energy Efficiency and Conservation (EEC) in the country. Publicity campaigns have been conducted through print and electronic media.

Other Developmental Activities

The Company has undertaken various programmes for business development. These include Market Awareness and Outreach, Creative Market Development Initiative, Energy Efficiency Capacity Building Initiative etc.

Development of Rural/Backward Areas

During the year under report, 27 projects with loan assistance of Rs. 543 crore were sanctioned in rural/backward areas. The loan amount sanctioned for these areas constituted around 92% of the total sanctions during the year.

Development of NER & Newly Created States

The Company gives concessions in its lending terms and conditions for setting up projects in North Eastern region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand. Loan of Rs. 115.43 crore was sanctioned for setting up small hydro power projects with a capacity of 30 MW in Uttarakhand. The Company sponsored one promotional programme on "US Hydropower Council for International Development-Roundtable Consultation" in Dehradun (Uttrakhand).

Women in Renewable Energy

Besides giving special concessions in its lending terms and conditions to women, the Company has been organising various promotional programmes exclusively for women. During the year, it has organised two programmes exclusively for women, namely "National Seminar on RE Technology: A Path to Rural Womens Energy Security & Empowerment" and "Fourth International Training Course on Role of RE in Energy Planning and Expanding Livelihood Options".

Programmes Entrusted by MNRE

The Company continued to implement the various schemes entrusted to it by the MNRE. Moreover MNRE made your Company as fund manager for its various interest subsidy schemes.

JOINT SECTOR COMPANY

M/s M.P. Windfarms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs. 70 lakh, including your Companys initial subscription of Rs. 12 lakh and bonus share of Rs. 4.80 lakh, against the authorized share capital of Rs. 100 lakh.

MPWL took up the work of development of 15 MW WEGs project at Nagda hills near Dewas in Madhya Pradesh and commissioned 4 WEGs each of 600 kW during the year 2006-07. Balance 21 WEGs shall be installed during 2007-08. The consultancy assignment from Oil and Natural Gas Company Ltd. (ONGC) for 50 MW wind farm project in Gujarat is in progress. MPWL is in the process of identifying new sites for development of wind farms in Betul District of MP.

NETWORKING ARRANGEMENTS

IREDA has been networking with various technical and professional organisations through a scheme of Business Development Associates (BDA) for generating more business. As on 31st March, 2007, total number of BDAs stood at 53 comprising 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 15 Private Sector Enterprises and 8 NGOs and Technical Institutions.

PLANNING, MONITORING AND EVALUATION Planning

IREDA has drawn up its 11th Plan proposals (2007-12), envisaging ambitious targets for lending operations in line with the national programme. It proposes to sanction loan of Rs. 8145 crore and to disburse Rs 5700 crore during 11th Plan period. With the financial assistance from IREDA, a capacity of 1750 MW is targeted to be added during the same period.

Memorandum of Understanding

The Companys performance in achieving the MoLJ targets fixed for the year 2006-07 is likely to be rated as "Very Good". The Company has also signed a MoU with the Government for the year 2007-08 which, among others, stipulates loan sanction target of Rs. 714 crores and disbursement target of Rs. 550 crore.

Monitoring & Evaluation

Project monitoring and evaluation are being carried out through the mechanism of appointing Nominee Directors/Concurrent Auditors/ Engineers, direct inspections and physical verifications.

HUMAN RESOURCE DEVELOPMENT

The Company tuned its HR policy to meet its corporate objectives. A new Policy on Training & Development for all the employees and a scheme of Study Tour of the non-technical employees to the projects sites to get a first hand knowledge were implemented during the year. In-house training programme on environmental/social appraisal and procurement procedures applicable to the World Bank funded projects was organized for the benefit of projects officers. The officials at various level were nominated to attend the professional training courses and Seminars/Workshops and management & personality development programmes on specialized topics in the reputed institutions both in India and abroad so as to keep them abreast with latest developments in their respective fields.

The morale of the employees continued to remain high, during the year, facilitating smooth working of the Company and contributing to the achievement of its goals/targets. All efforts to achieve employee satisfaction were made through various measures like job rotation, welfare measures and introduction of new schemes etc.

INSTITUTIONAL DEVELOPMENT

The Company has upgraded IT infrastructure. Action for implementing Intranet facility has been initiated in order to have faster responses and improved productivity of employees.

IREDA has mooted proposals for formation of Joint Venture to take up micro financing activities and setting up Special Purpose Vehicle (SPV) to develop specific SEZ for RE sector for which it has obtained in principle approval of its Board.

New Office Space

The Company has purchased office space admeasuring 1813.75 square meters at August Kranti Bhavan, Bhikaji Cama Place, New

Delhi from Housing & Urban Development Corporation Ltd. Action for setting up infrastructure for the office has been initiated. It is likely that entire office will be shifted to new building in next year.

ECOLOGY & ENVIRONMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies, which have a benign impact on environment besides reducing pollution. The projects of 124.85 MW commissioned during the year will result in annual saving of 0.12 million tons of oil equivalent (MTOE) and abatement of 0.4 million tons of carbon di oxide.

RIGHT TO INFORMATION ACT, 2005

The Company has implemented the provisions of Right to Information Act, 2005 and designated its officials as Central Assistant Public Information Officer (CAPIO), Central Public Information Officer (CPIO) and Appellate Authority.

It has hosted at its web site the information on its functions, duties, powers and duties of its officers/employees, financing rules and regulations, directory of officers etc.

RESERVATION FOR SC/ST/OBCS/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/Scheduled Tribes/Other Backward Communities/Physically Hardicapped. Liaison officers for Sscheduled Castes/Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company continued its efforts in the implementation of Official Language policy of the Government of India. Due to its continuous efforts, level of correspondence in Hindi increased to 76.71% as compared to 75.01% at the end of previous year. During the year, officials from MNRE conducted inspection on the use of official language in IREDA and appreciated the efforts made in this regard.

IREDA has been awarded "Third Prize of Indira Gandhi Official Language Awards" by the Department of Official Language, Ministry of Home Affairs, Government of India during the year 2006 for the Financial Year 2004-05 amongst "A" category of PSUs for performance in the field of Official Language Hindi.

Quarterly meetings of the Rajbhasa Karyanvayan Samiti were held to review and make suggestions for accelerated use of Hindi and implementation of the provisions of the Official Language Act. The Company organized Hindi Diwas and Hindi Pakhwara with a view to propagating the progressive use of Hindi. On this occasion, Honble Member of Parliament and Member of the Parliamentary Committee on the Official Language, Shri Jai Prakash had graced the function as its Chief Guest. An exhibition was also displayed for which all the officials of MNRE including the Honble Chief Guest had appreciated the propagation and use of Official Language in IREDA.

AUDITORS & INSPECTIONS OF ACCOUNTS Statutory Auditors

M/s SC Vasudeva & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2006-07.

Audit Review

The Comments of the Comptroller and Auditor General of India on the Accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (Annexure V)._

Internal Audit & Legal Audit

M/s Ravi Rajan & Co., Chartered Accountants, Delhi were appointed your Companys Internal auditors for the financial year 2006-07 and the Audit Reports and Action Taken Report were submitted to the Audit Committee for review. M/s Bhasin & Co., Advocates were appointed Legal Auditors for the year 2006-07.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217(2A) of the companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs. 2853.07 lakh and the outflow was Rs. 2686.80 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievances of the employees, if any, were redressed through dialogues/discussions by the Director (Grievance).

CUSTOMER RELATIONS

The Company has taken initiative to build lasting relationship with customers through various measures. The financing policies were modified to make borrowers friendly. Online status of loan applications is provided. Demand letters are being sent online. A Customer Facilitation Centre is operating for quick disposal, timely assistance and response to queries of borrowers, promoters and entrepreneurs.

FAIR PRACTICES CODE (FPC) AND GRIEVANCE REDRESSAL MECHANISM(GRM)

In accordance with broad guidelines prescribed by RBI for NBFC, your Company has framed guidelines on Fair Practice Code in dealing with borrowers. This was approved by the Board of Directors and hosted on website. As required under the Fair Practices Code, the Guidelines on Grievance Redressal Mechanism (GRM) have been prepared to deal with the customers with the main objective for timely settlement of their grievance. The fair practices code and GRM were approved by the Board of Directors and hosted on website for information of public.

KNOW YOUR CUSTOMER (KYC) POLICY AND ANTI MONEY LAUNDERING (AML) STANDARDS

Based on the guidelines issued by Department of Banking Operations and Development of Reserve Bank of India, your Company has formulated policy on KYC and AML measures. The objective of the KYC is to prevent IREDA being used intentionally or unintentionally by criminal elements for money laundering activities and to understand the customer better and manage risks prudently. These guidelines were also approved by the Board and hosted on the website.

VIGILANCE

Vigilance Department functioned as an effective tool of positive management by streamlining and improving the systems and procedures with emphasis on preventive vigilance. Suggestions/ guidelines of Central Vigilance Commission (CVC) on "Tenders" and "Complaints" have been compiled for information and guidance of employees. In-house training programmes were conducted to create awareness among the staff members. As per the standing instructions, Âperiodic returns/record note of periodic reviews were sent to Central

Vigilance Commission (CVC)/Department of Personnel & Training (DOPT)/Department of Public Enterprises (DPE)/Ministry of New and Renewable Energy (MNRE). In pursuance of the directives of CVC, Vigilance Awareness Week was observed during 6th November to 10th November, 2006 in which Debate/Cartoon and Slogan/Essay competitions on vigilance related topics were organized with objective to create an ethical growth of the Company.

CORPORATE GOVERNANCE

Your Company is committed to follow best practice of principles of good corporate governance. The Board lays strong emphasis on transparency, professionalism, accountability and integrity.

BOARD OF DIRECTORS

The Board consists of 4 Directors viz. 2 Government Directors and 2 Functional Directors. During the year 2006-07, 5 meetings of the Board were held on 12.5.06, 19.7.06, 4.10.06, 9.3.07 and 23.3.07 to transact the business of the Company. The decisions taken by the Audit Committee were reported to the Board of Directors in their subsequent meetings. The attendance of each Director in the meeting is as under :

Composition of Board No of Meetings Meetings held during the attended tenure of the Director

Shri V Subramanian 05 05

Chairman, IREDA & Secretary, MNRE

Shri A.K.Rath 05 03 Director, IREDA & Special Secretary & Financial, Adviser MNRE

Shri Debashish Majumdar 05 05 Director (Technical)"& Managing } Director IREDA

Shri S.P. Reddi 05 05 Director (Finance) IREDA

The 19th AGM of the Company was held on 31.10.06. All the Directors attended the AGM.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS DURING 2007-08

Shri Debashish Majumdar, Director (Technical) & Officiating Managing Director, IREDA took over charge as Chairman and Managing Director of Indian Renewable Energy Development Agency Ltd. (IREDA) with effect from 27th June, 2007 (F/N) in terms of Office Order No. 1/8/2003-IREDA/Admn.-1 dated 26.06.2007 of Government of India in the Ministry of New and Renewable Energy (MNRE). Accordingly, Shri V. Subramanian, Secretary, MNRE relinquished his charge as Chairman, IREDA w.e.f. 26.06.2007.

* Shri A.K. Rath, Special Secretary & Financial Adviser, Ministry of New and Renewable Energy relinquished his charge as Director, IREDA w.e.f. 31.07.2007.

* Shri K.P. Sukumaran, Adviser, Ministry of New and Renewable Energy appointed as ex-officio part-time Director on the Board of Directors of IREDA as per MNREs letter No. 1/19/95-IREDA dated 31st July, 2007.

* Shri Hari Kumar, Director (Finance), Ministry of New and Renewable Energy appointed as ex-officio part-time Director on the Board of Directors of IREDA as per MNREs letter No. 1/ 19/95-IREDA dated 31st July, 2007.

AUDIT COMMITTEE

In terms of provisions of the Companies Act 1956, the Board has constituted Audit Committee. As per the terms of reference, the Audit Committee during the year 2006-07 took up the matters relating to appointment of Internal Auditors, review of their reports and action taken thereon, review of half yearly/yearly financial statements and other financial policies etc. The composition of Audit Committee and the meetings attended by members are as under:

Composition of Audit Designation No. of Committee Meetings attended during 2006-07

Shri V Subramanian Chairman 02 Chairman, IREDA & Secretary, MNRE

Shri A.K. Rath Member 02 Director, IREDA & Special Secretary & Financial Adviser, MNRE

Shri Debashish Majumdar Member 02 Managing Director & Director (Technical), IREDA

The decisions taken by the Audit Committee were reported to the Board of Directors in their subsequent meetings.

GENERAL BODY MEETINGS

Date, Time and Location of the last three AGMs are as under :

AGM Date. Time Location

17th 31.02.2004 04.00 PM New Delhi

18th 23.11.2005 11.00 AM New Delhi

19th 31.10.2006 11.30 AM New Delhi

DIRECTORS RESPONSIBILITIES STATEMENT

The Directors confirm:

* that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; "-

* that they have selected such accounting policies and applied them consistently and made judgement 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 the year;

* that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

The Board of Directors placed on record their deep appreciation of valuable contribution made and the guidance provided by Sh. V. Subramanian, the outgoing Chairman and Sh. A.K. Rath, the outgoing ex-officio part-time Director in the growth of your Company.

The Board of Directors place on record their appreciation of the continued coperation and support provided by the Ministry of New and Renewable Energy, the Ministry of Finance, the Planning Commission and other Ministries/Departments of the Government of India. The Company is thankful to the World Bank, Swiss Development Co-operation, Global Environment Facility, Asian Development Bank, Danish International Development Agency, Royal Government of the

Netherlands, KfW, Germany, the Japanese Bank of International Cooperation, Japan and other international financial institutions, agencies and investors for their cooperation, guidance and help. The Company looks forward to their continued support and encouragement.

The Company is thankful to the Comptroller and Auditor General of India, the Statutory Auditors and the Bankers for their valued co- operation.

Special thanks are extended to the Bankers, Bond-holders and clients for the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels for their individual and collective valuable contribution towards the Companys performance.

Last but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors

Place : New Delhi (DEBASHISH MAJUMDAR) Dated : 06.10.2007 Chairman & Managing Director

Mar 31, 2005

Your Directors have pleasure in presenting the Eighteenth Annual Report together with the audited Statements of Accounts and the Auditors Report tor the year ended 31s1 March 2005.

ENERGY SCENARIO

The Indias power sector continues to be characterised by the large gap between the demand and supply. The shortage is greater in the rural areas. The Government plans to launch a programme for the development of rural India called "Bharat Nirman" having six components including rural electrification. The programme has been conceived as a business plan to be implemented during remaining four years of the UPA government. A massive programme for rural electrification begins in 2005-06 with the objective of covering 1.25 lakh villages and connectivity to 2.3 crore households in five years. The programme envisages creation of rural electricity distribution backbone with 33/11 kV station in each block and at least one distribution transformer in each village. The cabinet committee on economic affairs approved a new rural electrification scheme aiming to provide a free single point connection to households below poverty line and a decentralised power distribution and supply. There is a provision of 100% subsidy for single point connection to households under the scheme. The Ministry of Non-Conventional Energy Sources (MNES) is implementing projects in those villages where extension of the electricity grid system would be neither cost-effective nor feasible, with electrification of 5000 such villages set as target for the 10th Plan. The Ministry has so far provided support for electrification of 3064 villages of which 1944 have been completed.

The Power Sector is poised for sustainable growth and the Government of India has accorded top priority for its development. The Cabinet has approved the National Electricity Policy under the

Electricity Act, 2003, which aims to set guidelines for the accelerated development of the power sector. The policy, it is hoped, will facilitate a financial turnaround of the power sector, currently saddled with huge financial losses and recognises the pre-eminent role of the state-run power firms as well as private firms.

MNES has drawn up its medium term plan which, inter alia, aims at 43500 MW cumulative installed capacity from renewable energy sources, 100 % coverage of all prospective industries and places with Solar Water Heating Systems, replacement of 10% fossil fuel by bio-fuels/synthetic fuels/hydrogen in transport, portable and stationary applications by 2022. It has set up the National Hydrogen Energy Board with the objective to guide preparation and implementation of hydrogen energy roadmap, which would bring about the transition to a Hydrogen Energy Economy by 2020 and beyond.

The developed countries, which have ratified Kyoto Protocol, that came into force on February 16, 2005, agreed to reduce greenhouse gases or engage in emissions trading if they maintain or increase emissions of gases that are linked to global warming. Developing countries like India will now be eligible to receive credits through various shared clean energy programmes under "Clean Development Mechanism" (CDM), established under Kyoto Protocol.

Energy saving opportunities are immense especially in the industry segment. According to some estimates, major industries have 15000 MW energy savings potential. The Energy Conservation Act, 2001 provides for establishment of State Energy Conservation Agencies to plan and execute programmes. A few slates have taken steps to introduce statewide energy conservation programmes.

The above programmes will certainly lead to development of energy market for project developers. equipment manufacturers and financial institutions like IREDA.

POLICIES

Your Company is continuing to operate in an area of growing competition. In order to make its financing guidelines meet the market requirements and tackle competition, the Company has carried out several policy changes. The differential interest rates for project financing and equipment financing under wind energy sector were removed and made uniform for both schemes. Eligibility condition for registration of application was relaxed for wind sector. Wind energy projects, for which applications are submitted within six months from the date of commissioning, are made eligible for sanction of loan. For energy efficiency and conservation sectors, the interest rates were restructured under different slabs based on repayment periods. The Company has also simplified and streamlined a number of procedures and systems making them more transparent and customer friendly.

OPERATIONS

SANCTIONS AND DISBURSEMENTS

The Company has been facing stiff competition for the third successive year from banks and other financial institutions. While loan sanctions went up to Rs.599.73 crore in 2004-05 from Rs.423.57 crore in 2003-04, disbursements (including MNES Subsidy) fell down to Rs.289.98 crore in 2004-05 from Rs.343.28 crore during the corresponding period. The sector-wise details of the sanctions and disbursements are as under:

(Rs. in crore) Sectors Sanctions Disbursements

Wind Energy 204.25 102.47

Small Hydro 176.73 90.04

Biomass 77.46 26.57 Co-generation

Biomass Power 32.20 45.67

Generation Energy Efficiency 96.73 0.65 & Conservation

Solar Thermal 12.36 17.25

Solar Photovoltaics 0.00 5.57

Waste to Energy 0.00 1.64

Bio Fuels 0.00 0.12

TOTAL 599.73 289.98

The cumulative sanctions and disbursements as on 31st March 2005 stood at Rs.6945.16 crore and Rs.3716.08 crore respectively. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

CAPACITY ADDITION

Major part of the loan sanctioned during the year was for setting up power projects. Altogether these projects have led to the additional power generation capacity of 223.08 MW. The sector-wise break-up is indicated below:

Sectors Capacity (MW)

Wind Energy 53.03

Small Hydro 61.35

Biomass Co-generation 30.70

Biomass Power Generation 15.00

Energy Efficiency & Conservation 63.00

TOTAL 223.08

Loans were also sanctioned for installation of fuel saving equipment viz. solar water heating systems and energy efficient equipments for a total capacity of 18976 Metric Tons Coal Replacement (MTCR) per annum.

FINANCIAL PERFORMANCE

PRUDENTIAL NORMS

Your Company being a Non Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI), has been following the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning and Disclosure requirements issued by RBI for Financial Institution(s), as amended from time-to-time and approved by MNES. For the Financial Year 2004-05 also, the Company followed guidelines.

WORKING RESULTS

The overall performance for the year 2004-05 was satisfactory. The key parameters of performance in this regard are listed below:

(Rs. in crore) 2003-04 2004-05

Gross Income 248.26 263.13

Profit before Tax (including 30.20 46.91 prior period adjustment)

Provision for Income Tax 14.00 35.35

Deferred Tax Credit (-) 10.80 (-) 21.50

Profit available for 24.59 34.00 appropriation (after adjustment of excess provisions made in earlier years, balance in Profit & Loss Account brought forward, transfer from General Reserve and interest paid to Income Tax Department)

The Profit and Loss Account takes care of the RBIs prudential norms regarding income recognition and asset classification and provides for stressed assets as per RBI guidelines.

DIVIDEND

Your Directors recommend a dividend of Rs.6.10 crore for the financial year 2004-05, which is marginally higher than 20% of the Profit after Tax.

STRESSED ASSETS MANAGEMENT

Significant progress in management of Stressed Assets was made during the financial year 2004-05. Gross Non-Performing Assets (NPAs) declined from Rs.263.05 crore to Rs.235.64 crore. Net NPAs stood at Rs.89.05 crore. The level of net NPAs was brought down from 9.58% to 5.53% of the total loan portfolio. Provision cover for NPAs was a healthy 62.21%. An amount of Rs.30.88 crore (Principal Rs.20.41 crore & interest Rs. 10.47 crore) was recovered from NPAs including written off accounts.

The Company has introduced a policy on sale/transfer of financial assets to Securitisation Company/Reconstruction Company incorporated under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. 2002. (SARFAESI). Such a measure would be in the interest of recovery efforts initiated by the Company.

RISK MANAGEMENT

An assignment to develop a comprehensive asset liability management framework to cover RBI guidelines and a policy for foreign exchange risk management has been awarded to a consultant. The consultant has submitted the final report and its recommendations are being implemented. An Asset and Liability Management Committee (ALCO) comprising departmental heads met periodically to review and monitor the Companys liquidity position.

DEBT EQUITY RATIO & NET WORTH

The Companys borrowing from all sources stood at Rs. 1337.70 crore as on 31.3.2005 against its net worth of Rs.594.92 crore. Debt as ratio to Net worth works out to 2.25:1 which is well below the 5:1, in terms of norm of the Operational Policy Statement of the Company.

RESOURCE MOBILISATION

SHARE CAPITAL

The paid-up capital of the Company rose to Rs.375.35 crore as on 31s1 March, 2005 from Rs.325.35 crore against the authorised share capital of Rs 400 crore. For the financial year 2005-06. the Company has been allocated equity of Rs.50 crore. The Board approved increase in authorised share capital from Rs.400 crore to Rs.750 crore. The Company has approached MNES for according permission for increasing the authorised share capital to Rs.750 crore.

DOMESTIC BORROWINGS

The Company has borrowed Rs.10.00 crore from Dena Bank and Rs.5.00 crore from Oriental Bank of Commerce during the financial year 2004-05 to meet resource requirements.

INTERNATIONAL ASSISTANCE

As for international Lines of Credit, an amount of Rs.95.12 crore equivalent to US $ 21.75 million was availed under India: Second Renewable Energy Project under IBRD portion.

INTEREST DIFFERENTIAL FUND

As per KfW Agreement, IREDA has to create an Interest Differential Fund (IDF) out of the difference between interest income earned from the borrowers on lending from portion I of KfW loan and 3.75 per cent. Out of this IDF amount, 25% has to be utilised for further disbursement for the development of worthy renewable energy projects, capacity building of the Company, training and seminar etc and the balance 75% can be utilised to meet forex risk and Government of India guarantee fee on KfW Line of Credit.

COST REDUCTION MEASURES

Your Company has pre-paid the balance ADB Pool Based Single Currency Loan of US $ 9.92 million carrying interest rate of 13.73% per annum. Further, your Company has successfully re-negotiated the interest rates on borrowings from commercial banks. This has resulted in substantial reduction in the interest expenditure.

Your Company is actively taking steps for protection against interest rate risk by adopting derivative instruments on case-to-case basis. In this regard, during the financial year, an interest rate swap was finalized with Standard Chartered Bank for KfW loan. As per the swap, the Company hedged variable interest, rate receivable by fixed interest rate. receivable against fixed interest rate liability. Due to this swap, the Company has earned additional interest of Rs.0.56 crore during the financial year 2004-05.

PROMOTIONAL EFFORTS

BUSINESS MEETS

The Company continued to sponsor Seminars. Workshops, and Business Meets to promote renewable energy technologies. During the year, it supported a total of 38 programmes in different parts of the country. The sector-wise break-up of the promotional programmes is given below:

Sector Nos.

Wind Energy 3

Small Hydro 2

Energy Efficiency 10

Bio-Energy & Cogeneration 2

Solar Energy 5

Women Development 1

Renewable Energy (General) 5

Others 10

Total 38

DISSEMINATION OF INFORMATION

The Company continued to create awareness of its financing policies towards promotion of renewable energy technologies and energy conservation projects. The "IREDA News" continued to be published quarterly to highlight the current developments in the renewable energy sector. A bi-monthly "Bulletin on Energy Efficiency" (BEE) is being published for creating awareness about Energy Efficiency and Conservation (EEC) in the country. Publicity campaigns have been conducted through print and electronic media.

DEVELOPMENT OF BACKWARD AREAS

During the year under report, 14 projects with loan assistance of Rs. 176.73 crore were sanctioned in backward areas. The loan amount sanctioned for these areas constituted around 29% of the total sanctions during the year.

DEVELOPMENT OK NER & NEWLY CREATED STATES

The Company takes appropriate steps from time to time to promote renewable energy technologies in the North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttaranchal. Loans totalling Rs.41.34 crore for setting up 5 projects in Uttaranchal and Rs.34.65 crore for 2 projects in Chhattisgarh were sanctioned during 2004-05. The Company sponsored one promotional programme titled "Women and Energy" in Uttaranchal.

WOMEN IN RENEWABLE ENERGY

Besides giving special concessions in its lending terms and conditions to women, the Company has been organising various promotional programmes exclusively for women. During the year, it has organised one programme exclusively for women, namely Programme on Women & Energy.

BUSINESS STRATEGY

As a business strategy, the Company contemplates further liberalisation of its financing policy to generate more business. It is also exploring the possibility of forming a joint venture company and expanding the scope of Renewable Energy Technologies through captive power users presently meeting their power requirement through diesel, coal etc.

PROGRAMMES ENTRUSTED BY MNES

The Company continued to implement the various schemes entrusted to it by the MNES.

JOINT SECTOR COMPANY

M/s.M.P.Windfarms Limited is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s.M.P. Windfarms Limited stood at Rs.70 lakh, including your Companys initial subscription of Rs.12 lakh and bonus share of Rs.4.80 lakh, against the authorised share capital of Rs.100 lakh. Though this years generation has been better than the previous year, in order to overcome its financial difficulties, the Company is in discussions with various turbine manufacturers for development of Nagda site near Dewas through which the Company is expected to earn income by providing infrastructure 0 & M services.

NETWORKING ARRANGEMENTS

The Company has been networking with various technical and professional organisations through a scheme of Business Development Associates (BDAs) for generating more business. During the year, one more BDA was registered, taking the total number of BDAs to 54 as on 31st March, 2005. These BDAs comprise, 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 16 Private Sector Enterprises and 8 NGOs and Technical Institutions.

FOREIGN DELEGATION

Pacific International Consultants and NEDO, Japan Mission team visited your Company to collect information on biomass derived energy project to be implemented under NEDO scheme. British High Commission Mission visited your Company to understand the progress and future of electricity and energy market in India.

PLANNING, MONITORING AND EVALUATION

PLANNING

Your Company has prepared the Annual Plan for the year 2005-06, which envisages loan sanction of Rs.540 crore and loan disbursement of Rs.380 crore with capacity addition of 230 MW and 20000 MTCR. A Consultant has been engaged for developing a suitable strategy and action plan for the Company for adapting to changes in business environment in the financial sector.

MEMORANDUM OF UNDERSTANDING (MoU)

Based on the provisional figures, the Companys performance in achieving the MoU targets fixed for the year 2004-05 is likely to be rated as "Good". The Company has also signed a MoU with the Government for the year 2005-06.

MONITORING & EVALUATION

Confederation of Indian Industry, Hyderabad was appointed for post-commissioning evaluation studies of energy efficiency projects of M/s NCL Industries Ltd. and M/s GMR Industries Ltd. A Concurrent Auditor was appointed for the Companys funded energy efficiency project of M/s Orissa Sponge Iron Ltd. For monitoring and evaluation of energy efficiency projects in a systematic manner, consultants have been engaged for the preparation of a Manual.

HUMAN RESOURCE DEVELOPMENT

Your Company recognises its employees to be one of its principal resources and continued to improve their quality. The Company invested 135 mandays in technical and non-technical training of the employees during the 2004-05. They were also deputed for attending Seminars/Workshops/Symposia on specialised subjects both in India and abroad, so as to keep them abreast with the latest developments in their respective fields.

The morale of your Companys employees continued to remain high during the year, facilitating smooth working of the Company and contributing to the achievement of its goals/targets. All efforts to achieve employee satisfaction were made through various measures like job rotation, welfare measures and introduction of new schemes etc.

INSTITUTIONAL DEVELOPMENT

The Company pays attention for development of capabilities of employees to meet the challenges of a changing environment. Preparation of codes, Best practices and case studies has been undertaken in association with Bureau of Energy Efficiency. The Company has engaged the services of a Consultant for development of credit risk rating system for projects financed by the Company. A Security Manual covering revised guidelines/responsibilities was prepared. The Quality Policy and Objectives of the Company were re-defined as a part of IS/ISO 9001: 2000 certification.

ECOLOGY & ENVIRONMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies, which have a benign impact on environment besides reducing pollution. The projects sanctioned by the Company will result in the saving or conservation of conventional fuels. The projects promoted have also resulted in tangible benefits in terms of saving of foreign exchange. The Company is contributing to the socio-economic development of the country by promoting environment-friendly renewable sources of energy.

ISO 9001:2000 CERTIFICATION

Your Company has been accredited with ISO 9001:2000 certification for the quality Management Systems Certification by the Bureau of Indian Standards (BIS). Grant of Quality Management Systems Certificate Licence as per ISO 9001: 2000 is for a period for three years effective from 29th December, 2004 for promotion, development and financing for renewable energy, non-conventional energy, energy efficiency & conservation and environmental technology projects excluding design. Your Company is possibly the first Company under Non-Banking Financing category to have got this certification for its entire operations.

RESERVATION FOR SC/ST/OBCs/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/Scheduled Tribes/Other Backward

Communities/Physically Handicapped. Liaison officers for Scheduled Castes/Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company has been constantly endeavouring to implement the official language policy effectively. Due to its continuous efforts, the level of correspondence in Hindi rose to 76.35% as against 76.11 % at the end of the previous year.

The Company also organised Hindi Diwas and Hindi Pakhwara with a view to creating awareness and accelerating use of Hindi. Quarterly meetings of the Rajbhasa Karyanvayan Samiti were held to review and make suggestions for accelerated use of Hindi and implementation of the provisions of the Official Language Act. The Company was given the Indira Gandhi Official Language Award (3111 Prize) for the financial year 2002-03 amongst "A" category of public sector undertakings. This is the most prestigious award instituted by the Government of India for propagation of Official Language. Your Company also received award from Town Official Language Implementation Committee (Undertaking), Delhi for successfully organising "Picture-Composition" Competition.

AUDITS & INSPECTIONS OF ACCOUNTS

STATUTORY AUDITORS

M/s K G Somani & Co, Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2004-05.

AUDIT REVIEW

The Comments of the Comptroller and Auditor General of India on the accounts together with the review on Accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (Annexure V).

INTERNAL AUDIT & LEGAL AUDIT

M/s Ravi Rajan & Co., Chartered Accountants, Delhi were appointed your Companys Internal auditors for the financial year 2004-05 and their reports were submitted on a quarterly basis. M/s Singhania & Partners were appointed Legal Auditors for the year 2004-05.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year. the earnings in foreign exchange were equivalent to Rs. 1327.69 lakh and the outflow was Rs. 1804.56 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. Your Company has taken timely actions to address issues of industrial relations, leading to better work environment.

CUSTOMER RELATIONS

The Company believes in building and enhancing better customer relationship. The Company continued with its customer-friendly approach in day-to-day dealings. The problems of borrowers were redressed by a response mechanism of immediate hearing by senior executives. The Company has hosted on its website the information on date of receipt of applications, date of registration, missing/inadequate details in loan application, date of sanction/disbursement and other details for the benefit of the borrowers. It has prepared quality improvement plan, which includes procurement of stamp papers on behalf of borrowers, sending demand notices online, standardisation of sanction letter etc.

VIGILANCE

Your Company has made efforts to streamline the systems and procedures with emphasis on preventive vigilance. Suggestions/directions of Central Vigilance Commission (CVC) have been suitably incorporated in the existing guidelines of the Company. The Vigilance Advisory Committee has been meeting periodically to advice on preventive vigilance. In compliance with CVC instructions, a Vigilance Awareness Week was observed by your Company, during which Essay/Debate/Cartoon Competitions for the awareness of IREDA officials/Staff were organised on Vigilance related topics. In-house training programmes were also conducted to create awareness among the staff members.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good corporate governance. The Board lays strong emphasis on transparency, professionalism. accountability and integrity. In view of the new development and provisions of the Companies Act, 1956, the Board has reconstituted the Audit Committee with the following members :

(i) Shri A.M. Gokhale : Chairman Secretary, MNES & Chairman, IREDA

(ii) Shri A. K. Rath : Member Additional Secretary & Financial Adviser, MNES & Director, IREDA

(iii) Shri Debashish Majumdar : Member Managing Director & Director (Technical), IREDA

Taking note of the requirement, two meetings of the Audit Committee were held during the year.

DIRECTORS RESPONSIBILITIES STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2005:

* The applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

* That the Directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

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

* That the Directors had prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

During the year, 5 meetings of the Board were held to transact the business of the Company. In addition, 2 meetings of the Committee of Directors (COD) were also held. The decisions taken by the COD were reported to the Board of Directors in their subsequent meetings.

ACKNOWLEDGEMENTS

The Board of Directors place on record their deep appreciation of the valuable contribution made and the guidance provided by Shri T. Prabakaran. the outgoing Director (Finance) and Managing Director (Officiating) The Board of Directors place on record their appreciation of the continued co-operation and support provided by the Ministry of Non-Conventional Energy Sources, the Ministry of Finance, the Planning Commission and other Ministries/Departments of the Government of India. The Company is thankful to the World Bank, Swiss Development Co-operation. Global Environment Facility. Asian Development Bank. Danish International Development Agency, Royal Government of the Netherlands, KfW, Germany, the Japanese Bank of International Cooperation. Japan and other international financial institutions, agencies and investors for their co-operation, guidance and help. The Company looks forward to their continued support and encouragement.

The Company is thankful to the Comptroller and Auditor General of India, the Statutory Auditors and the Bankers for their valued co-operation.

Special thanks are extended to the Bankers, Bond-holders and clients tor the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels for their individual and collective valuable contribution towards the Companys performance.

East, but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors A. M. GOKHALE Chairman Place: New Delhi Dated : 25th October, 2005

ANNEXURE TO THE DIRECTORS REPORT

Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 on the accounts of Indian Renewable Energy Development Agency Limited for the year ended 31st March, 2005

(As conveyed vide letter No. MAB-II/CAD-I/15-2/2005-2006/486 dated 30th September, 2005 by the Office of the Principal Director of Commercial Audit & Ex-Officio Member, Audit Board-11, New Delhi).

BALANCE SHEET Loans and Advances (Schedule-H) Loan to Constituents IREDA - Rs. 1825.10 crore

(a) The above includes accumulated interest amounting to Rs. 64.21 crore on rescheduled loans of Small Hydro projects of Andhra Pradesh. The Company has accounted for this interest as the loans have been treated as standard assets in relaxation of Prudential norms with the approval of the Ministry of Non-Conventional Energy Sources. The relaxation was given by the Ministry due to drought conditions in the State. This fact has not been adequately disclosed.

(b) The above also includes Rs. 3.59 crore being funded interest on two rescheduled loans (G.K. Bio Energy Ltd. and Shri Prabhulingeshwar Mills) recognized as income on accrual basis. This fact has also not been adequately disclosed.

Information and Explanation as required under Section 217(3) of the Companies Act, 1956 on the Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 : Noted .

For and on behalf of the Board of Directors (A. K. Singh) (A. M. Gokhale) Principal Director of Commercial Audit Chairman and ex-officio Member Audit Board-11

Place: New Delhi Date: 30.09.2005

ANNEXURE TO THE DIRECTORS REPORT

Comments of IREDAs Management on Statutory Audit Report [Required under Section 217(3) of the Companies Act, 1956] for the financial year 2004-05

Sl. No. Auditors Report : Management Reply

A(f) Note No. 5 regarding depreciation on lease-hold building which is reproduced below:-

Conveyance deeds in respect of leasehold buildings - a residential flat costing Rs.41,43,149 (Previous year - Rs. 41,43,149) and office premises costing Rs. 2,64,10,058 (Previous year - Rs. 2,64,10,058) are yet to be executed in favour of the Company. The cost includes proportionate value for land which has not been separately determined and accounted for. As such, depreciation has been charged on composite cost at the rates prescribed as per Schedule XIV of the Companies Act, 1956.

The Ministry of Urban Development is yet to enter into an agreement with the India Habitat Centre (IHC) for office building and with M/s Hindustan Prefab Ltd. (HPL) for residential flat. IHC and HPL can enter into an agreement with IREDA only after signing lease agreement with the Ministry of Urban Development.

This is the position in respect of other occupants also. The cost includes proportionate value of land which has not been separately determined and accounted for. As such, depreciation has been charged on composite cost at the rates prescibed as per Schedule XIV of the Companies Act, 1956.

A(f) Note No. 6 regarding Office Equipments which is reproduced below:-

Office Equipment includes Rs. 10,959 (Previous year Rs. 12,730) being the written down value of the cost of items issued to the Honble Ex-Minister of State for Non-Conventional Energy Sources, which is yet to be received back.

IREDA has been regularly pursuing for collection of the items from the Honble Ex-Minister of State for Non-Conventional Energy Sources.

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