Adani Green Energy Ltd Directors Report

Dear Shareholders,

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

Financial Performance

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

The summarized financial highlight is depicted below:

(Rs in crore)

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

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

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

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

Performance Highlights

Consolidated Financial Performance of your Company:

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

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

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

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

Operational Highlights:

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

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

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

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

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

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

Standalone Financial Performance:

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

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

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

Credit Rating

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

Dividend

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

Dividend Distribution Policy

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

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

Project/GreenEnergy/Corporate-Governance/Policy/

Dividend-Distribution-Policy.pdf

Unclaimed Dividends

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

Transfer to Reserves

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

Share Capital

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

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

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

Redemption plan for USD 750 million Holdco Bond

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

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

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

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

Corporate Restructuring Scheme of Arrangement of subsidiary

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

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

Public Deposits

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

Particulars of loans, guarantees or investments

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

Subsidiaries, Joint Ventures and Associate Companies

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

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

A) Following Companies ceased to be Wholly- owned:

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

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

? Adani Renewable Energy Fifty One Limited

¦ Adani Renewable Energy Fifty Five Limited

¦ Adani Renewable Energy Fifty Six Limited

? Adani Renewable Energy Fifty Seven Limited

¦ Adani Renewable Energy Fifty Eight Limited

¦ Adani Renewable Energy Sixty One Limited

¦ Adani Renewable Energy Sixty Limited

¦ Adani Renewable Energy Sixty Two Limited

¦ Adani Renewable Energy Sixty Three Limited

¦ Adani Renewable Energy Sixty Four Limited

¦ Adani Renewable Energy Fifty Nine Limited

¦ Adani Renewable Energy Fifty Two Limited

¦ Adani Renewable Energy Fifty Three Limited

¦ Adani Renewable Energy Fifty Four Limited

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

? Adani Renewable Energy Twenty Four Private Limited

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

? Adani Renewable Energy Twenty Two Private Limited

¦ Adani Renewable Energy Twenty Three Private Limited

¦ Adani Renewable Energy Twenty Five Private Limited

¦ Adani Renewable Energy Twenty Six Private Limited

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

? Adani Green Energy (Tamilnadu) Limited

¦ Ramnad Renewable Energy Limited

¦ Ramnad Solar Power Limited

¦ Kamuthi Renewable Energy Limited

¦ Kamuthi Solar Power Limited

¦ Adani Renewable Energy Holding Ten Limited

¦ PN Clean Energy Limited

¦ PN Renewable Energy Limited

¦ TN Urja Private Limited

¦ Essel Gulbarga Solar Power Private Limited

¦ Essel Bagalkot Solar Energy Private Limited

? Essel Urja Private Limited

¦ KN Bijapura Solar Energy Private Limited

¦ KN Indi Vijayapura Solar Energy Private Limited

¦ KN Muddebihal Solar Energy Private Limited

¦ KN Sindagi Solar Energy Private Limited

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

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

? Adani Six A Holdings Limited

¦ Adani Six Holdings Limited

¦ Adani Seven Holdings Limited

¦ Adani Seven A Holdings Limited

¦ Adani Thirteen A Holdings Limited

¦ Adani Thirteen Holdings Limited

¦ Adani Sixteen Limited

¦ Adani Sixteen A Limited

? Adani Sixteen A Holdings Limited

? Adani Sixteen Holdings Limited

? Adani Green Energy (Australia) Pte. Limited

¦ Adani Green Energy (US) Pte. Limited

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

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your 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 your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanigreenenergy.com).

Material Subsidiaries

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

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

Directors and Key Managerial Personnels

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

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

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

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

Appointment:

? Mrs. Neera Saggi (DIN: 00501029) and

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

? Dr. Sangkaran Ratnam (DIN: 10333311) was

appointed as Nominee Director of your Company w.e.f. October 23, 2023. His appointment was approved by the shareholders by passing an ordinary resolution in the Extra Ordinary General Meeting held on December 05, 2023.

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

Re-appointment / Change in designation:

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

? Mr. Sagar R. Adani (DIN: 07626229) was

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

Cessation:

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

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

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

Re-appointment of Director(s) retiring by rotation

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

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

Declaration from Independent Directors

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

Key Managerial Personnel:

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

• Mr. Vneet S. Jaain, Managing Director

• Mr. Sagar R. Adani, Executive Director

• Mr. Amit Singh, Chief Executive Officer

• Mr. Phuntsok Wangyal, Chief Financial Officer

• Mr. Pragnesh Darji, Company Secretary

Committees of Board

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

Statutory Committees:

? Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Governance Committees:

? Corporate Responsibility Committee

¦ Information Technology & Data Security Committee

¦ Legal, Regulatory & Tax Committee

¦ Reputation Risk Committee

¦ Mergers and Acquisition Committee

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

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

Number of meetings of the Board

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

Independent Directors Meeting

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

Board Evaluation

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

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

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

Board Familiarisation and Training Programme

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

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

Policy on Directors appointment and remuneration

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

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

corporate-governance

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

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

Board Diversity

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

Succession Plan

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

Directors Responsibility Statement

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

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

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

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

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

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

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

Internal Financial control system and their adequacy

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

Risk Management

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

Board policies

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

Corporate Social Responsibility (CSR)

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

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

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

Management Discussion and Analysis

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

Corporate Governance Report

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

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

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

Project/GreenEnergy/Corporate-Governance/Policy/

Code-of-Conduct.pdf

Business Responsibility & Sustainability Report (BRSR)

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

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

Annual Return

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

Transactions with Related Parties

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

All transactions with related parties entered into during the year under review were at 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 your Companys Policy on Related Party Transactions.

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

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

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

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

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

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

corporate-governance

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

Statutory Auditors & Auditors Report

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

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

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

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

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

Secretarial Audit Report

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

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

The Secretarial Auditor has given following observation in their report:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that except for Regulation 17(1) and 19 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 for Non-compliance with the requirements pertaining to the composition of the Board and Nomination and Remuneration Committee during the period of May 23, 2023 to September 06, 2023. A penalty of an aggregate amount of 0.16 crore was levied by stock exchanges for delay in compliance of requirements of Regulation 17(1). However, the Company has complied with the Regulation 17(1) and 19 w.e.f. September 07, 2023.

The observation is self-explanatory in nature and doesnt require any comments from the Board, as the Company has already complied with the regulation 17(1) and 19 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 effective from September 07, 2023.

Secretarial Standards

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

Reporting of frauds by Auditors

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

Particulars of Employees

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

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

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

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

Prevention of Sexual Harassment at Workplace

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

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

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

Vigil Mechanism

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

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

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

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

Project/GreenEnergy/Corporate-Governance/Policy/

Whistle-Blower-Policy.pdf

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

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

Cyber Security

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

Code for Prevention of Insider Trading

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

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

General Disclosures

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

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

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

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

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your 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 your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

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

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

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

Acknowledgement

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

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

For and on behalf of the Board of Directors Gautam S. Adani
Date: May 3, 2024	Chairman
Place: Ahmedabad	(DIN: 00006273)