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)

FINANCIAL HIGHLIGHTS

Profitability

• 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.

• 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

• 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.

• 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%.

Net worth, CRAR and other financial highlights

• 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.

• 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.

• 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:

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

• 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:

• 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.

• 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.

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

2. BUSINESS OPERATIONS

• 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:

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.

• 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:

B. Other sectors: Capacity sanctioned:

• 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)

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:

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.

• 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 "AAA” "Stable” by ICRA Ltd, India Ratings & Research Private Limited, and Brickwork Ratings India Private Limited and "AA ” "Positive” by CareEdge Ratings. Further, term loans & short term loan from banks & financial institutions have been assigned "AAA” "Stable” rating by Acuite Ratings & Research Ltd, India Ratings & Research Private Limited and Brickwork Ratings India Private Limited.

GoI Fully Serviced Bonds are rated "AAA "Stable” 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:

• MNRE CPSU Scheme - Phase-II

• National Bioenergy Program

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

• 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)

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)

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^st March 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.

0 Elevated Engagement Levels:

• 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.

• 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.

• 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.

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

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

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

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

0 Communication:

• 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.

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

• 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:

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

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

• 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:

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 Redressal” 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 year”, 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^th September, 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 Nation” / "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

• 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.”

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:

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:

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 "Navratna” 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:

Your Company has achieved "Excellent” rating as per MoU evaluation consistently over the last 3 financial years. For FY 24 also, your Company is expecting to achieve "Excellent” 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