adani green energy ltd share price Directors report

 

Dear Shareholders,

Your Directors are pleased to present the 7^th Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2022.

Financial Performance

The audited financial statements of the Company as on March 31, 2022, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. in crore)

Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	5,133	3,124	10,675	2,473
Other Income	443	475	489	533
Total Income	5,576	3,599	11,161	3,006
Cost of Material Sold	1,286	528	12,559	4,409
Changes in inventories	-	96	(2,071)	(2,014)
Employee Benefit Expenses	34	38	26	16
Depreciation and Amortisation Expenses	849	486	7	4
Finance Cost	2,617	1,953	775	257
Other Expenses	303	227	35	33
Total Expenditure	5,089	3,328	11,331	2,705
Profit / (Loss) before exceptional items and tax	487	271	(170)	301
Exceptional items	64	84	41	122
Profit / (Loss) before tax	551	187	(130)	423
Tax Expense	64	11	(72)	59
Profit / (Loss) before share in Joint Venture and tax	487	176	(58)	364
Share of Profit / (Loss) from Joint Venture (net of tax)	1	6	-	-
Net Profit / (Loss) for the year	488	182	(58)	364
Other Comprehensive income / (loss) (net of tax)	(84)	(18)	(61)	1
Total Comprehensive Income / (loss) for the year	404	164	(119)	365

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

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

Performance Highlights

Consolidated Financial Performance of the Company:

Your Company has recorded revenue from operations to the tune of H5,133 crore during the financial year 2021-22 compared to H3,124 crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H3,953 crore compared to H2,710 crore in the previous year.

Net profit for the financial year 2021-22 is H488 crore as compared to H182 crore in the previous financial year.

Earnings per share stood at H2.41 on face value of H10/- each.

Operational Highlights:

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

• Operational capacity increases by 56% YoY to 5,410 MW

• Increase in sale of energy is backed by capacity addition of 1,940 MW and improved solar and wind CUF.

• Solar CUF improves by 130 bps YoY to 23.8% and wind CUF improves by 400 bps YoY to 30.8% in FY22. Improvement in Solar CUF is backed by ~ 100% plant availability and value accretive acquisition of SB Energy portfolio.

• Improvement in Wind CUF is backed by technologically advanced WTGs and improved plant availability now at ~ 97%.

Standalone Financial Performance:

Your Company has recorded revenue from operations to the tune of H10,672 crore during the financial year 2021-22 compared to H2,473 crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of H612 crore as compared to H562 crore in the previous year.

Net profit/(loss) for the financial year 2021-22 is H(58) crore as compared to profit of H364 crore in the previous financial year.

Earnings per share stood at H(0.76) on face value of H10/- each.

Dividend

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

Senior Unsecured Notes (Notes) Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company has raised USD 750 million of 5 year Senior Unsecured Notes in global capital markets pursuant to Regulation S and Rule 144A of the U.S. Securities Act.

These Notes are rated Ba3 by Moodys.

Changes in Share Capital

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

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2021-22 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

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

Strategic Acquisitions / Divestment

During the year under review, your Company has successfully completed the acquisition of ~5 GW of renewable energy portfolio of SB Energy spread across four states in India through its SPVs. Split across 15 projects with an average project size of 330 MW, this was one of Indias highest quality renewable portfolios, with many of the assets being solar park- based projects and constructed using best-in-class governance, project development, construction and operations and maintenance standards. The transaction was for a fully completed enterprise value of USD 3.5 Billion (~H26,000 crores). The Company had obtained the independent valuation report for the acquisition.

Subsidiaries, Joint Ventures and Associate Companies

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

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

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

1 Vento Energy Infra Private Limited

2 Adani Renewable Energy Devco Private Limited (Formerly known as SB Energy Private Limited)

3 Adani Solar Energy Jodhpur Three Private Limited (Formerly known as SB Energy One Private Limited)

4 Adani Solar Energy AP Six Private Limited (Formerly known as SBG Cleantech ProjectCo Private Limited)

5 Adani Solar Energy Jodhpur Four Private Limited (Formerly known as SB Energy Three Private Limited)

6 Adani Solar Energy Jodhpur Five Private Limited (Formerly known as SB Energy Four Private Limited)

7 Adani Solar Energy KA Nine Private Limited (Formerly known as SBG Cleantech ProjectCo Five Private Limited)

8 Adani Solar Energy RJ One Private Limited (Formerly known as SB Energy Six Private Limited)

9 Adani Solar Energy AP Eight Private Limited (Formerly known as SB Energy Seven Private Limited)

10 Adani Renewable Energy Fifteen Private Limited (Formerly known as SBG Cleantech Energy Eight Private Limited)

11 Adani Solar Energy AP Seven Private Limited (Formerly known as SB Energy Solar Private Limited)

12 Adani Renewable Energy Holding Nineteen Private Limited (Formerly known as SBE Renewables Ten Private Limited)

13 Adani Solar Energy Jaisalmer One Private Limited (Formerly known as SBE Renewables Ten Projects Private Limited)

14 Adani Renewable Energy Sixteen Private Limited (Formerly known as SBE Renewables Eleven Private limited)

15 Adani Renewable Energy Twelve Private Limited (Formerly known as SBSS Cleanproject Twelve Private Limited)

16 SBSR Power Cleantech Eleven Private Limited

17 Adani Renewable Energy Fourteen Private Limited (Formerly known as SBE Renewables Fourteen Private Limited)

18 Adani Renewable Energy Holding Eighteen Private Limited (Formerly known as SBE Renewables Fifteen Private Limited)

19 Adani Solar Energy Jodhpur Six Private Limited (Formerly known as SBE Renewables Twenty Four Projects Private Limited)

20 Adani Renewable Energy Holding Sixteen Private Limited (Formerly known as SBE Renewables Sixteen Private Limited)

21 Adani Solar Energy RJ Two Private Limited (Formerly known as SBE Renewables Sixteen Projects Private Limited)

22 Adani Renewable Energy Holding Seventeen Private Limited (Formerly known as SBE Renewables Seventeen Private Limited)

23 Adani Solar Energy Barmer One Private Limited (Formerly known as SBE Renewables Twenty Three Projects Private Limited)

24 Adani Renewable Energy Eighteen Private Limited (Formerly known as SBE Renewables Eighteen Private Limited)

25 Adani Renewable Energy Nineteen Private Limited (Formerly known as SBE Renewables Nineteen Private Limited)

26 Adani Renewable Energy Twenty Private Limited (Formerly known as SBE Renewables Twenty Private Limited)

27 Adani Renewable Energy Twenty One Private Limited (Formerly known as SBE Renewables Twenty One Private Limited)

28 Adani Solar Energy Jodhpur Seven Private Limited (Formerly known as SBE Renewables Twenty Two C1 Private Limited)

29 Adani Solar Energy Jodhpur Eight Private Limited (Formerly known as SBE Renewables Twenty Two C2 Private Limited)

30 Adani Solar Energy Jodhpur Nine Private Limited (Formerly known as SBE Renewables Twenty Two C3 Private Limited)

31 Adani Solar Energy Jodhpur Ten Private Limited (Formerly known as SBE Renewables Twenty Two C4 Private Limited)

32 Adani Renewable Energy Twenty Two Private Limited (Formerly known as SBE Renewables Twelve Projects Private Limited)

33 Adani Renewable Energy Twenty Three Private Limited (Formerly known as SBE Renewables Fourteen Projects Private Limited)

34 Adani Renewable Energy Twenty Five Private Limited (Formerly known as SBE Renewables Twenty Five Projects Private Limited)

35 Adani Renewable Energy Twenty Four Private Limited (Formerly known as SBE Renewables Twenty One Projects Private Limited)

36 Adani Renewable Energy Twenty Six Private Limited (Formerly known as SBE Renewables Seventeen Projects Private Limited)

37 Adani Renewable Energy Twenty Eight Private Limited (Formerly known as SBE Renewables Nineteen Projects Private Limited)

38 Adani Renewable Energy Thirty Private Limited (Formerly known as SBE Renewables Eleven Projects Private Limited)

39 Adani Renewable Energy Thirty One Private Limited (Formerly known as SBE Renewables Eighteen Projects Private Limited)

40 Adani Renewable Energy Thirty Two Private Limited (Formerly known as SBE Renewables Fifteen Projects Private Limited)

41 Adani Renewable Energy Thirty Three Private Limited (Formerly known as SBESS Wind Projectco Two Private Limited)

42 Adani Renewable Energy Thirty Four Private Limited (Formerly known as SBE Renewables Twenty Projects Private Limited)

43 Adani Renewable Energy Twenty Seven Private Limited (Formerly known as SBE Renewables Twenty Seven Projects Private Limited)

44 SBE Renewables Twenty Nine Projects Private Limited

45 SBESS Services Projectco Two Private Limited

46 Adani Cleantech One Limited (formerly known as SBG Cleantech One Limited)

47 Adani Cleantech One Holdings Limited (formerly known as SBG Cleantech One Holdings Limited)

48 Adani Cleantech Two Limited (formerly known as SBG Cleantech Two Limited)

49 Adani Cleantech Two Holdings Limited (formerly known as SBG Cleantech Two Holdings Limited)

50 Adani Cleantech Three Limited (formerly known as SBG Cleantech Three Limited)

51 Adani Cleantech Three Holdings Limited (formerly known as SBG Cleantech Three Holdings Limited)

52 Adani Four Limited (formerly known as SBE Four Limited)

53 Adani Four A Limited (formerly known as SBE Four A Limited)

54 Adani Five Limited (formerly known as SBE Five Limited)

55 Adani Five A Limited (formerly known as SBE Five A Limited)

56 Adani Six Limited (formerly known as SBE Six Limited)

57 Adani Six A Limited (formerly known as SBE Six A Limited)

58 Adani Seven Limited (formerly known as SBE Seven Limited)

59 Adani Seven A Limited (formerly known as SBE Seven A Limited)

60 Adani Eight Limited (formerly known as SBE Eight Limited)

61 Adani Eight A Limited (formerly known as SBE Eight A Limited)

62 Adani Nine Limited (formerly known as SBE Nine Limited)

63 Adani Nine A Limited (formerly known as SBE Nine A Limited)

64 Adani Ten Limited (formerly known as SBE Ten Limited)

65 Adani Ten A Limited(formerly known as SBE Ten A Limited)

66 Adani Eleven Limited (formerly known as SBE Eleven Limited)

67 Adani Eleven A Limited (formerly known as SBE Eleven A Limited)

68 Adani Twelve Limited(formerly known as SBE Twelve Limited)

69 Adani Twelve A Limited (formerly known as SBE Twelve A Limited)

70 Adani Thirteen Limited (formerly known as SBE Thirteen Limited)

71 Adani Thirteen A Limited (formerly known as SBE Thirteen A Limited)

72 Adani Fourteen Limited (formerly known as SBE Fourteen Limited)

73 Adani Fourteen A Limited (formerly known as SBE Fourteen A Limited)

74 Adani Fifteen Limited (formerly known as SBE Fifteen Limited)

75 Adani Fifteen A Limited (formerly known as SBE Fifteen A Limited)

76 Adani Sixteen Limited (formerly known as SBE Sixteen Limited)

77 Adani Sixteen A Limited (formerly known as SBE Sixteen A Limited)

78 Adani Seventeen Limited (formerly known as SBE Seventeen Limited)

79 Adani Seventeen A Limited (formerly known as SBE Seventeen A Limited)

80 Adani Eighteen Limited (formerly known as SBE Eighteen Limited)

81 Adani Eighteen A Limited (formerly known as SBE Eighteen A Limited)

82 Adani Nineteen Limited (formerly known as SBE Nineteen Limited)

83 Adani Nineteen A Limited (formerly known as SBE Nineteen A Limited)

84 Adani Twenty Limited (formerly known as SBE Twenty Limited)

85 Adani Twenty A Limited (formerly known as SBE Twenty A Limited)

86 Adani Twenty One Limited (formerly known as SBE Twenty One Limited)

87 Adani Twenty One A Limited (formerly known as SBE Twenty One A Limited)

88 Adani Wind India Limited (formerly known as SBE Wind India Limited)

89 Adani Wind One Limited (formerly known as SBE Wind One Limited)

90 Adani Energy Cleantech One Holdings Limited (formerly known as SB Energy Cleantech One

Holdings Limited)

91 Adani Energy Cleantech Two Holdings Limited (formerly known as SB Energy Cleantech Two Holdings Limited)

92 Adani Energy Cleantech Three Holdings Limited (formerly known as SB Energy Cleantech Three Holdings Limited)

93 Adani Four A Holdings Limited (formerly known as SBE Four A Holdings Limited)

94 Adani Five A Holdings Limited (formerly known as SBE Five A Holdings Limited)

95 Adani Six A Holdings Limited (formerly known as SBE Six A Holdings Limited)

96 Adani Seven A Holdings Limited (formerly known as SBE Seven A Holdings Limited)

97 Adani Eight A Holdings Limited (formerly known as SBE Eight A Holdings Limited)

98 Adani Nine A Holdings Limited (formerly known as SBE Nine A Holdings Limited)

99 Adani Ten A Holdings Limited (formerly known as SBE Ten A Holdings Limited)

100 Adani Eleven A Holdings Limited (formerly known as SBE Eleven A Holdings Limited)

101 Adani Twelve A Holdings Limited (formerly known as SBE Twelve A Holdings Limited)

102 Adani Thirteen A Holdings Limited (formerly known as SBE Thirteen A Holdings Limited)

103 Adani Fourteen A Holdings Limited (formerly known as SBE Fourteen A Holdings Limited)

104 Adani Fifteen A Holdings Limited (formerly known as SBE Fifteen A Holdings Limited)

105 Adani Sixteen A Holdings Limited (formerly known as SBE Sixteen A Holdings Limited)

106 Adani Seventeen A Holdings Limited (formerly known as SBE Seventeen A Holdings Limited)

107 Adani Eighteen A Holdings Limited (formerly known as SBE Eighteen A Holdings Limited)

108 Adani Nineteen A Holdings Limited (formerly known as SBE Nineteen A Holdings Limited)

109 Adani Twenty A Holdings Limited (formerly known as SBE Twenty A Holdings Limited)

110 Adani Twenty One A Holdings Limited (formerly known as SBE Twenty One A Holdings Limited)

111 Adani Twenty Two Limited (formerly known as SBE Twenty Two Limited)

112 Adani Twenty Three Limited (formerly known as SBE Twenty Three Limited)

113 Adani Twenty Four Limited (formerly known as SBE Twenty Four Limited)

114 Adani Twenty Four Limited (formerly known as SBE Twenty Four Limited)

115 Adani Twenty Six Limited (formerly known as SBE Twenty Six Limited)

116 Adani Twenty Seven Limited (formerly known as SBE Twenty Seven Limited)

117 Adani Twenty Eight Limited (formerly known as SBE Twenty Eight Limited)

118 Adani Twenty Nine Limited (formerly known as SBE Twenty Nine Limited)

119 Adani Thirty Limited (formerly known as SBE Thirty Limited)

120 Adani Thirty One Limited (formerly known as SBE Thirty One Limited)

121 Adani Thirty two Limited (formerly known as SBE Thirty two Limited)

122 Adani Thirty Three Limited (formerly known as SBE Thirty Three Limited)

123 Adani Thirty Four Limited (formerly known as SBE Thirty Four Limited)

124 Adani Thirty Five Limited (formerly known as SBE Thirty Five Limited)

125 Adani Thirty Six Limited (formerly known as SBE Thirty Six Limited)

126 Adani Wind India Holdings Limited (formerly known as SBE Wind India Holdings Limited)

127 Adani Cleantech Limited (formerly known as SBG Cleantech Limited)

128 Adani Energy One Holdings Limited (formerly known as SB Energy One Holdings Limited)

129 Adani Energy Two Holdings Limited (formerly known as SB Energy Two Holdings Limited)

130 Adani Energy Three Holdings Limited (formerly known as SB Energy Three Holdings Limited)

131 Adani Four Holdings Limited (formerly known as SBE Four Holdings Limited)

132 Adani Five Holdings Limited (formerly known as SBE Five Holdings Limited)

133 Adani Six Holdings Limited (formerly known as SBE Six Holdings Limited)

134 Adani Seven Holdings Limited (formerly known as SBE Seven Holdings Limited)

135 Adani Energy Eight Limited (formerly known as SB Energy Eight Limited)

136 Adani Nine Holdings Limited (formerly known as SBE Nine Holdings Limited)

137 Adani Ten Holdings Limited (formerly known as SBE Ten Holdings Limited)

138 Adani Eleven Holdings Limited (formerly known as SBE Eleven Holdings Limited)

139 Adani Twelve Holdings Limited (formerly known as SBE Twelve Holdings Limited)

140 Adani Thirteen Holdings Limited (formerly known as SBE Thirteen Holdings Limited)

141 Adani Fourteen Holdings Limited (formerly known as SBE Fourteen Holdings Limited)

142 Adani Fifteen Holdings Limited (formerly known as SBE Fifteen Holdings Limited)

143 Adani Sixteen Holdings Limited (formerly known as SBE Sixteen Holdings Limited)

144 Adani Seventeen Holdings Limited (formerly known as SBE Seventeen Holdings Limited)

145 Adani Eighteen Holdings Limited (formerly known as SBE Eighteen Holdings Limited)

146 Adani Nineteen Holdings Limited (formerly known as SBE Nineteen Holdings Limited)

147 Adani Twenty Holdings Limited (formerly known as SBE Twenty Holdings Limited)

148 Adani Twenty One Holdings Limited (formerly known as SBE Twenty One Holdings Limited)

149 Adani Twenty Two Holdings Limited (formerly known as SBE Twenty Two Holdings Limited)

150 Adani Twenty Three Holdings Limited (formerly known as SBE Twenty Three Holdings Limited)

151 Adani Twenty Four Holdings Limited (formerly known as SBE Twenty Four Holdings Limited)

152 Adani Twenty Five Holdings Limited (formerly known as SBE Twenty Five Holdings Limited)

153 Adani Twenty Six Holdings Limited (formerly known as SBE Twenty Six Holdings Limited)

154 Adani Twenty Seven Holdings Limited (formerly known as SBE Twenty Seven Holdings Limited)

155 Adani Twenty Eight Holdings Limited (formerly known as SBE Twenty Eight Holdings Limited)

156 Adani Twenty Nine Holdings Limited (formerly known as SBE Twenty Nine Holdings Limited)

157 Adani Thirty Holdings Limited (formerly known as SBE Thirty Holdings Limited)

158 Adani Thirty One Holdings Limited (formerly known as SBE Thirty One Holdings Limited)

159 Adani Thirty two Holdings Limited (formerly known as SBE Thirty two Holdings Limited)

160 Adani Thirty Three Holdings Limited (formerly known as SBE Thirty Three Holdings Limited)

161 Adani Thirty Four Holdings Limited (formerly known as SBE Thirty Four Holdings Limited)

162 Adani Thirty Five Holdings Limited (formerly known as SBE Thirty Five Holdings Limited)

163 Adani Thirty Six Holdings Limited (formerly known as SBE Thirty Six Holdings Limited)

164 Adani Energy Global Wind Holdings Limited (formerly known as SB Energy Global Wind Holdings Limited)

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

166 Adani Wind Two Limited (formerly known as SBE Wind Two Limited)

167 Adani Wind Three Limited (formerly known as SBE Wind Three Limited)

168 Adani Energy Investments II Ltd (formerly known as SB Energy Investments II Ltd)

169 Adani Energy Holdings Limited (formerly known as SB Energy Holdings Limited)

Further, the Company has also agreed to acquire 3 SPVs housing 150 MW power projects from INOX (namely, Wind One Renergy Limited, Wind Three Renergy Limited and Wind Five Renergy Limited), which are subject to compliance of several conditions as per respective PPAs and share purchase agreements.

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

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

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

Management Discussion and Analysis

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

Directors and Key Managerial Personnels

As of March 31, 2022, your Companys Board had ten members comprising of two Executive Directors, two Non-Executive and Non-Independent Director, one Non-Executive and Nominee Director and five Independent Directors. The Board has one woman Independent Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. Romesh Sobti (DIN: 00031034) was appointed as Additional Director (Non-Executive & Independent Director) of the Company, with effect from September 20, 2021. As an Additional Director, he will hold office upto ensuing AGM. The Company has received notice from a Member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company.

In accordance with the provisions of Section 149 of the Act, Mr. Romesh Sobti is being appointed as an Independent Director to hold office as per their tenure of appointment as mentioned in the Notice of the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI

Listing Regulations, and available on Companys website (www.adanigreenenergy.com).

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Pursuant to provision of Section 203 of the Act, Mr. Vneet S. Jaain, Managing Director and Chief Executive Officer, Mr. Sagar R. Adani, Executive Director, Mr. Kaushal Shah, Chief Financial Officer and Mr. Pragnesh Darji, Company Secretary are Key Managerial Personnels of the Company as on March 31, 2022.

Committees of Board

During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing

Committees to bring more independence; constituted certain new Committees & Sub-committees; and amended / adopted the terms of reference of the said Committees. Most of the Committees consist of majority of Independent Directors.

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

Number of meetings of the Board

The Board met 7 (seven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors Meeting

The Independent Directors met on March 29, 2022, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

The Nomination and Remuneration Committee engaged M/s Grant Thornton Bharat LLP, external advisory firm, to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the FY 2021-22.

A detailed Board effectiveness assessment questionnaire was developed by advisory firm based on the criteria and framework adopted by the Board.

Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic priorities, fit-for-purpose/ capability and focus on Environment, Social and Governance.

The results of evaluation showed high level of commitment and engagement of Board, its various Committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on March 29, 2022. The same were considered by the Board to optimize the effectiveness and functioning of Board and its Committees.

During the year under review, the Company also conducted two separate meetings for familiarization of the Directors on different aspects.

Policy on Directors appointment and remuneration

The Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available on the website of the Company at https://www.adanigreenenergy.com/Investors/ Corporate-Governance

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Internal Financial control system and their adequacy

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

Risk Management

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

Board policies

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

Corporate Social Responsibility (CSR)

The Company has changed the nomenclature of -Sustainability and Corporate Social Responsibility Committee- to -Corporate Social Responsibility Committee- and has approved the revised terms of reference. The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy and CSR Plan is available on the website of the Company at https://www.adanigreenenergy.com/Investors/ Corporate-Governance. The Annual Report on CSR activities is annexed and forms part of this report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for the FY 2021-22 have been utilized for the purpose and in the manner approved by the Board.

Corporate Governance Report

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

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of the Company at https://www.adanigreenenergy.com/-/ media/Project/GreenEnergy/Corporate-Governance/ Policy/AGEL---Code-of-Conduct-for-Board-and- Senior-Management-01042019.pdf

Business Responsibility & Sustainability Report

The Company has voluntarily provided the Integrated

Report, which encompasses both financial and nonfinancial information to enable the stakeholders to take well informed decisions and have a better understanding of the Companys long-term perspective.

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report for the year ended March 31, 2022, which forms part of this Integrated Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2022 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Investor-Downloads/Annual- Return/FY22.pdf.

Transactions with Related Parties

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

All transactions with related parties entered into during the financial year were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions.

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

The Directors / members of the audit committee abstained from discussing and voting in the transaction(s) in which they were interested.

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

No loans / investments to / in the related party have been written off or classified as doubtful during the year.

The Policy on Related Party Transactions is available on the Companys website and can be assessed using the link https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Corporate-Governance/Policy/ RPT-Policy-02022022.pdf.

General Disclosure

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

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

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

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

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

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

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

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

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

Insurance

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

Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2026.

Representatives of both the Statutory Auditors of the Company had attended the last AGM of the Company held on July 13, 2021.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has reappointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2021-22 is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

Secretarial Standards

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

Reporting of frauds by Auditors

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

Particulars of Employees

The Company had 2,355 employees (on consolidated basis) as of March 31, 2022.

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

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

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

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

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

Vigil Mechanism

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

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

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at https://www. adanigreenenergy.com/Investors/Corporate- Governance.

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

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

Acknowledgement

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

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