adani green energy ltd Directors report

Dear Shareholders,

Your Directors are pleased to present the 8^th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2023 (FY 2022-23).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(H in Crore)

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

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

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

Performance Highlights

Consolidated Financial Performance of your Company:

Your Company has recorded revenue from operations to the tune of Rs. 7,792 Crore during the financial year

2022-23 (FY 2022-23) compared to Rs. 5,133 Crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs. 5,772 Crore compared to Rs. 3,954 Crore in the previous year.

Net profit for the FY 2022-23 isH973 Crore as compared to Rs. 489 Crore in the previous financial year.

Earnings per share stood at Rs. 5.41 on face value of Rs. 0/- each.

Operational Highlights:

Adani Green Energy Limited (AGEL / Company), is the renewable energy platform of Adani Portfolio. Your 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. Your Company develops, builds, owns, operates, and maintains utility-scale grid-connected solar and wind farm projects. AGEL is focused on decarbonization of power generation and is helping India meet its sustainability goals. Mercom Capital, the US-based think tank has ranked Adani Group as the #1 global solar power generation asset owner. AGEL has also been awarded as Global Sponsor of the Year by Project Finance International (PFI) recognizing AGEL as a key driver of energy transition.

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

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

• Solar portfolio CUF at 24.7% with 90 bps improvement YoY backed by 99.6% plant availability

• Wind portfolio CUF at 25.2% with 560 bps reduction YoY. The reduction is primarily due to one-off disruption in transmission line (force majeure) for 150 MW plant at Gujarat, which has now been restored fully

• Hybrid portfolio CUF at 35.5% backed by 99.1% plant availability

Standalone Financial Performance:

Your Company has recorded revenue from operations to the tune of Rs. 7,629 Crore during the FY 2022-23 compared to Rs. 0,672 Crore in the corresponding previous financial year.

Net loss for the FY 2022-23 is Rs. 328 Crore as compared to loss of Rs. 57 Crore in the previous financial year.

Earnings per share stood at Rs. (2.47) on face value of Rs. 0/- each.

Dividend

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

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

Pursuant to the shareholders approval received at Extra-ordinary General Meeting held on May 03, 2022, your Company has issued 2,00,18,198 equity shares of the face value of Rs. 0 each, at a price of Rs. ,923.25 per equity share (at a premium of Rs. ,913.25 per equity share), aggregating to ~H3,850 Crore to Green Energy Investment Holding RSC Limited, for cash consideration, by way of a preferential issue on a private placement basis in terms of provisions of Section 42, 62 and such other applicable provisions of the Act read with the rules made thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Post completion of the issuance, the equity paid up share capital of the Company has increased from 156,40,14,280 Equity Shares of Rs. 0/- each to 158,40,32,478 Equity Shares of Rs. 0/- each. There was no Change in Authorised Share Capital of the Company.

Fixed Deposits

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

Particulars of loans, guarantees or investments

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Strategic Acquisitions

During the year under review, your Company has successfully completed the acquisition of 100% equity share capital of three entities namely, Wind One Renergy Limited, Wind Three Renergy Limited and Wind Five Renergy Limited from Inox Green Energy Services Limited on October 10, 2022, each housing 50 MW operational wind power projects.

Subsidiaries, Joint Ventures and Associate Companies

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

13. Adani Green Energy SL Limited (Wholly-owned subsidiary of Adani Green Energy Pte Limited, which is a Wholly-owned subsidiary of the Company)

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

1. Adani Green Energy Thirty Limited (which was Wholly-owned subsidiary of Adani Green Energy Holding Four Limited, which is a Wholly-owned subsidiary of the Company)

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

1. Adani Eight Limited (formerly known as SBE Eight Limited)

2. Adani Eight A Limited (formerly known as SBE Eight A Limited)

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

4. Adani Eleven A Limited (formerly known as SBE Eleven A Limited)

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

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

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

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

9. Adani Eighteen Limited (formerly known as SBE Eighteen Limited)

10. Adani Eighteen A Limited (formerly known as SBE Eighteen A Limited)

11. Adani Nineteen Limited (formerly known as SBE Nineteen Limited)

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

13. Adani Twenty Limited (formerly known as SBE Twenty Limited)

14. Adani Twenty A Limited(formerly known as SBE Twenty A Limited)

15. Adani Twenty One Limited (formerly known as SBE Twenty One Limited)

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

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

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

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

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

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

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

23. Adani Twenty A Holdings Limited (formerly known as SBE Twenty A Holdings Limited)

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

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

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

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

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

29. Adani Twenty Six Limited (formerly known as SBE Twenty Six Limited)

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

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

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

33. Adani Thirty Limited (formerly known as SBE Thirty Limited)

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

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

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

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

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

39. Adani Thirty Six Limited (formerly known as SBE Thirty Six Limited)

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

41. Adani Energy Eight Limited (formerly known as SB Energy Eight Limited)

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

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

44. Adani Fourteen Holdings Limited (formerly known as SBE Fourteen Holdings Limited)

45. Adani Eighteen Holdings Limited (formerly known as SBE Eighteen Holdings Limited)

46. Adani Nineteen Holdings Limited (formerly known as SBE Nineteen Holdings Limited)

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

48. Adani Twenty One Holdings Limited (formerly known as SBE Twenty One Holdings Limited)

49. Adani Twenty Two Holdings Limited (formerly known as SBE Twenty Two Holdings Limited)

50. Adani Twenty Three Holdings Limited (formerly known as SBE Twenty Three Holdings Limited)

51. Adani Twenty Four Holdings Limited (formerly known as SBE Twenty Four Holdings Limited)

52. Adani Twenty Five Holdings Limited (formerly known as SBE Twenty Five Holdings Limited)

53. Adani Twenty Six Holdings Limited (formerly known as SBE Twenty Six Holdings Limited)

54. Adani Twenty Seven Holdings Limited (formerly known as SBE Twenty Seven Holdings Limited)

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

56. Adani Twenty Nine Holdings Limited (formerly known as SBE Twenty Nine Holdings Limited)

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

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

59. Adani Thirty Two Holdings Limited (formerly known as SBE Thirty Two Holdings Limited)

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

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

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

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

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

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

66. Adani Wind Three Limited (formerly known as SBE Wind Three Limited)

67. Adani Energy Investments II Ltd (formerly known as SB Energy Investments II Ltd)

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

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

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

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

Management Discussion and Analysis

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

Directors and Key Managerial Personnels

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

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

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

- Mr. Kaushal Shah resigned from being a Chief

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

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

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

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

Subsequent to closure of the year under review, Dr. Poornima Advani (DIN: 02626450), ceased to be Director of the Company effective from April 01, 2023, on account of her sad demise. Dr. Poornima 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.

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

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

Company from July 10, 2020. However, upon change in organizational role, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, approved change in his designation from

Managing Director and Chief Executive Officer of the

Company to Managing Director effective from May 11, 2023. Accordingly, resolution for his re-appointment as an Executive Director of the Company forms part of notice calling Annual General Meeting of the Company.

In order to drive the determined plans of the Company to become the largest renewables Company in the world and in view of change in the role of Mr. Vneet S. Jaain, the Board has in its meeting held on May 01, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, appointed

Mr. Amit Singh as Chief Executive Officer and Key

Managerial Personnel of the Company.

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

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Pursuant to provision of Section 203 of the Act, Mr. Vneet S. Jaain, Managing Director, Mr. Sagar R. Adani, Executive Director, Mr. Phuntsok Wangyal, Chief

Financial Officer and Mr. Pragnesh Darji, Company Secretary are Key Managerial Personnels of the Company as on March 31, 2023.

Committees of Board

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

Number of meetings of the Board

The Board met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors Meeting

The Independent Directors met on March 31, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

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

& competencies, performance of specific duties

& obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

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

Policy on Directors appointment and remuneration

Your Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) pursuant to in Section 178(3) of the Act is available on the website of the Company at https://www.adanigreenenergy.com/Investors/ Corporate-Governance The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors.

Your 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.

Directors Responsibility Statement

Pursuant to Section 134

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

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

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY 2022-23 and of the profit of the Company for that period;

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

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

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

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

Internal Financial control system and their adequacy

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

Risk Management

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

Board policies

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

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at: https://www.adanigreenenergy.com/Investors/ Corporate-Governance.

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

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board.

Corproate Governance Report

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

Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

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

The Code of Conduct, is available on the website of your Company at: https://www.adanigreenenergy.com/investors/ corporate-governance

Business Responsibility & Sustainability Report

The Company has provided the Integrated Report, which encompasses both financial and non-financial information to enable the stakeholders to take well informed decisions and have a better understanding of the Companys long-term perspective.

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

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link: https://www.adanigreenenergy.com/-/media/Project/ GreenEnergy/Investor-Downloads/Annual-Return/FY-23.pdf

Transactions with Related Parties

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

All transactions with related parties entered into during the financial year were at 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. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

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

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Companys website and can be assessed using the link: https://www.adanigreenenergy.com/investors/ corporate-governance

General Disclosures

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

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

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

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

3. Significant or material orders passed by theRegulators 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 the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

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

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

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

8. Revision of financial statements and DirectorsReport of your Company

Insurance

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

Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the Annual General

Meeting (AGM) of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

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

Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on July 27, 2022.

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

Report is enclosed with the financial statements in this Integrated Annual Report. The Auditors modified opinion has been appropriately dealt with in Note No. 50 (Consolidated Financial Statements) and Note no. 52 (Standalone Financial Statements) and doesnt require any further comments under section 134 of the Act.

Secretarial Audit Report

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

Secretarial Standards

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

Reporting of frauds by Auditors

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

Particulars of Employees

Your Company had 2,912 employees (on consolidated basis) as of March 31, 2023.

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

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

Prevention of Sexual Harassment at Workplace

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

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

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

Vigil Mechanism

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

The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. To encourage such members to report any concerns and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system and has provided toll-free helpline numbers across the locations where it is having presence. No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at: https://www.adanigreenenergy.com/Investors/ Corporate-Governance.

During the year under review, your Company had not received any complaint under the whistle blower policy.

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

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

Acknowledgement

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

Your Directors wish to place on record their sincere

FINANCIAL STATEMENTS

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

For and on behalf of the Board of Directors to the Directors Report

	Gautam S. Adani
	Chairman
Date: May 01, 2023	(DIN: 00006273)