Share Wealth

Year End :2023-03

FINANCIAL HIGHLIGHTS

The Directors are pleased to present the 36^th Annual Report on the business and operations of your Company along with the Audited Financial Statements, Auditor’s Report, Secretarial Auditor’s Report and Comments of the Comptroller & Auditor General of India for the Financial Year ended March 31,2023 (FY 23).

1. SUMMARY OF PERFORMANCE:

The highlights of the performance of your Company for FY 23, with the comparative position of the previous year’s performance, are placed herewith:

(Rs. in Crore)
Sl. No.	Particulars	FY 23	FY 22
1.	Loans Sanctioned	32,586.60	23,921.06
2.	Loans Disbursed	21,639.21	16,070.82
3.	Net Worth	5,935.17	5,268.11
4.	Revenue from Operations	3,481.97	2,859.90
5.	Other Income	1.07	14.26
6.	Finance Cost (including Net translation/transaction exchange loss)	2,112.46	1,633.14
7.	Profit Before Tax	1,139.25	833.84
8.	Less: Income Tax	253.17	311.20
9.	Deferred Tax	21.45	(110.88)
10.	Profit After Tax	864.63	633.53
11.	Other Comprehensive Income	(38.74)	(77.80)
12.	Total Comprehensive Income for the period (Comprising Profit/(Loss) and Other Comprehensive Income for the period)	825.89	555.73
	Appropriation:
13.	Transfer to Debenture Redemption Reserve (DRR)	46.29	46.29
14.	Transfer to Special Reserve	155.55	115.64
15.	Transfer to NBFC Reserve	173.00	127.00
16.	Transfer to General Reserve	487.50	345.00

Profitability

• During FY 23, the revenue from operations of your Company increased to '3,481.97 Crore, registering a growth of 21.75% over the previous year’s revenue of '2,859.90 Crore.

• Profit Before Tax (PBT) and Profit After Tax (PAT) increased to an all-time high of'1,139.25 Crore (36.63% increase over last year) and '864.63 (36.48% increase over last year) respectively at the end of FY 23.

Loan disbursement and Loan book

• Loan disbursed during FY 23 increased to '21,639.21 Crore, registering an increase of 34.65% over the previous year’s disbursed amount of '16,070.82 Crore, which is the highest ever annual disbursement in the Company’s history.

• The loan book of the Company has grown from '33,931 Crore as on 31^st March 2022 to '47,076 Crore as on 31^st March 2023 registering a growth of 39%.

Net worth, CRAR and other financial highlights

• Net Worth of the Company increased to '5,935.17 Crore at the end of FY 23, registering an increase of 12.66% over the previous year’s Net Worth of '5,268.11 Crore.

• Your Company’s Capital to Risk-Weighted Assets Ratio (CRAR) stood at 18.82% as of 31^st March, 2023 which is above the minimum floor of 15% prescribed for NBFCs as per the RBI Master Direction.

• During FY 23, your Company disbursed 97.40% of the total funds available against the previous year’s achievement of 98.48%.

• Net Non-Performing Assets (NPAs) have been reduced to 1.66% in FY 23 from 3.12% in FY 22, a significant reduction of 46.80% (in percentage terms) on a Year-on-Year basis.

Key financial ratios of the Company for FY 23 vis-avis FY 22 are given below:

Particulars	FY 23	FY 22
Return on Average Net Worth (%)	14.55	14.25
Book Value per Share (?)	25.98	17.66
Earnings per Share (?)	3.78	8.03
Debt Equity ratio (Times)	6.77	5.24
Interest Coverage Ratio (Times)	1.55	1.53

• Return on Average Net worth and Book value per share has been stably increasing year on year.

• Earnings Per Share (EPS) has seen a dip on account of increase in the weighted average number of equity shares in FY 23 viz-a-viz FY 22 because of equity infusion done by Government of India during the end of FY 22. Consequently, even after posting the highest ever Profit after Tax (PAT), the resultant EPS has decreased in the current FY.

• Debt to Equity ratio has increased to 6.77 Times with an increasing loan book, however, Interest Coverage ratio has also improved with increased profitability.

• During FY 23, ICRA Ltd. upgraded the Rating of the Bonds of your Company from AA (positive Outlook) to AAA (Stable Outlook).

• At the end of FY 23, your Company has been granted the status of Infrastructure Finance Company (IFC) by the Reserve Bank of India (RBI).

• During FY 23, your Company entered into an MoU with Mahatma Phule Renewable Energy and Infrastructure Technology Limited (MAHAPREIT) to provide Techno-Financial consultancy to MAHAPREIT for RE projects.

• During FY 23, your Company entered into an MoU with the Bank of India for co-lending and coorigination for Renewable Energy projects .

• During FY 23, your Company signed a historic loan agreement for syndication and sanction of '4,445 Crore with SJVN Green Energy Ltd. for a 1,000 MW Solar power project at Bikaner, Rajasthan.

• The Cabinet Committee on Economic Affairs (CCEA) in its meeting dated 17.03.2023 approved the listing of shares of the Company on stock exchanges through an IPO by the partial sale of the Government’s stake in the Company and the issue of fresh equity share capital of the Company.

2 BUSINESS OPERATIONSSanctions and Disbursements

During FY 23, your Company sanctioned loans to the tune of '32,586.60 Crore, thereby registering an increase of 36.23% over the previous year’s sanctioned amount of '23,921.06 Crore. Loans disbursed during FY 23 were '21,639.21 Crore, showing an increase of 34.65% over the previous year’s disbursed amount of '16,070.82 Crore. Sector-wise details of sanctions and disbursements during FY 23 are as under:

Sectors	Sanctions	%	Disbursements (Including previous year sanctions)	%
Hybrid Wind & Solar	1,651.47	5.07	1,006.75	4.65
Ethanol	2,571.34	7.89	1,130.52	5.23
Manufacturing	1,692.86	5.20	1,004.30	4.64
Miscellaneous (Guarantee Assistance (152) Medium Term Private (370.99)	522.99	1.60	-	-
Total	32,586.60	100	21,639.21	100

Cumulative sanctions and disbursements as on March 31, 2023, stood at '1,53,108.85 Crore and '1,00,827.63 Crore respectively. The details of cumulative state-wise and sector-wise sanctions and disbursements are provided in Annexures I to IV.

Generation Capacity Sanctioned:

During FY 23, your Company has extended financial assistance to support power generation capacity, manufacturing of Renewable Energy (RE) equipment and other RE initiatives, as per the following details:

A:	Power generation: Capacity sanctioned:
	Sectors	sanctioned capacity (MW)
	Solar Power	2,655.07
	Wind Power	1,341.28
	Hydro Power	297.85
	Waste to Energy	5.00
	Power Generation Capacity	4,299.20
B:	Other sectors: Capacity sanctioned:
	Sectors	sanctioned capacity
	Solar Manufacturing	3,784 MWp
	Biofuel Ethanol	4,070 KLPD
	Biomass (Biogas)	54.16 TPD
	Waste to Energy (Biogas from waste)	10.14 TPD

• Loan Book Outstanding

The loan book of your Company has grown from '33,931 Crore as on 31^st March 2022 to '47,075.52 Crore as on 31^st March 2023 registering a growth of 39%. The outstanding loan book as of the end of FY 23 categorized as public & private is given below:

Particulars	Loan Amount C Cr)	% of total loan book
Public	13,143.75	28%
Private	33,931.77	72%
Total	47,075.52	100%

• Resource Mobilization

Your Company has maintained a diversified borrowing mix to optimize the cost of funds. The total borrowings of your Company stood at '40,165.28 Crore as of FY 23, as against '27,613.07 Crore at the end of FY 22. Your Company has an approved working capital limit (Cash Credit/WCDL/OD/ STL) of up to '4,500 Crore.

During FY 23, your Company has mobilized '16,824.40 Crore (including short-term loans as well as foreign currency loans) across different sources as given below:

• Green Bonds

Your Company had raised Domestic Taxable Green Bonds of '700 Crore and '865 Crore during FY 2016-17 and FY 2018-19 respectively which are listed on both NSE and BSE. The proceeds of the loan were utilized towards financing the Solar and Wind sector, including refinancing of eligible projects as defined in the Green Bond Framework of the Company. This has also contributed towards a positive environmental impact and strengthening of India’s energy security by reducing fossil fuel dependency. KPMG, India had provided its postverification Independent Assurance Report for '865 Crore worth of Green Bonds issued during FY 2018-19 and M/s Emergent Ventures India Pvt. Ltd. has provided its post-verification Independent Assurance Report for '700 Crore worth of Green Bonds issued during FY 2016-17.

These Assurance Reports are based on the Green Bond Framework of your Company which has been certified by the Climate Bonds Standard Board of Climate Bond Initiative (CBI) as on October 5, 2016. Your Company is compliant with the requirements of its Green Bonds Framework in line with the CBI, to ensure that the amount raised through Green Bonds remains invested in the eligible projects. These Green Bonds issued by the Company conform to the continuous disclosure requirements of the SEBI Operational Circular: SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021. The Annual Report on Green Bonds can be accessed at https://www.ireda.in/compliance-of-bonds.

• Financing Schemes & Initiatives

Your Company reviews its policies/procedures from time-to-time, to suitably align with market requirements, corporate objectives, and applicable statutory requirements. Your Company provides a comprehensive range of financial products and related services from project conceptualisation to the post-commissing stage for RE projects and equipment manufactures During FY 23, your Company has introduced various new schemes and modified existing schemes not only to sustain the growth of Company’s market share in Renewable Energy Financing but also to extend support for sectoral requirements, which includes providing financial assistance related to power generation/transmission, manufacturing/Energy efficiency/re-financing of commissioned projects/ production of first-generation ethanol, sale of asset through swiss challenge auction method, etc.

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

• MNRE CPSU Scheme - Phase-II

• National Bioenergy Program

• National Programme on High Efficiency

Solar PV Modules under PLI scheme, Tranche-I

• Generation Based Incentive (GBI) Scheme

3 RECOVERY & STRESSED ASSETS MANAGEMENT

Your Company has a dedicated Recovery & Review Monitoring department for regular monitoring of projects and review with concerned departments to ascertain timely actions as per requirement to maintain asset quality and reduce NPAs. It has a comprehensive project/loan review and monitoring mechanism that captures aspects relating to project monitoring and tracking of project/loan applications during appraisal, sanction, documentation, disbursement, commissioning, and operation stages. It continuously monitors delays and defaults of borrowers and their recoverability. Periodic review and monitoring of the entire loan portfolio including NPA accounts are being conducted regularly. This enables identification of early warning signals like delayed repayments and underlying causes and timely initiation of resolution/recovery actions, wherever required is ensured.

On occurrence of default in the borrower’s account, the Company initiates necessary steps which may involve action(s) including, but not limited to, follow-up with the company for regularization of account(s) through letters/e-mails, convening meetings, Special Mention Account (SMA) reporting to RBI, credit information reporting to Central Repository of Information on Large Credits (CRILC), CIBIL etc., Regular monitoring of Trust and Retention Account (TRA), Restructuring/ reschedulement of loan accounts wherever feasible and sustainable to recover dues, suitable resolution

plans such as change of management, invocation of securities and other recovery mechanisms like referring the case for suitable legal actions, as per requirement. Your Company is continuously focusing on resolving the stressed assets and as a result of its dedicated approach the Gross NonPerforming assets & Net Non-Performing Assets (NNPAs) have been reduced, as summarized in the table below:

Particulars	FY 22		FY 23
	' Cr.	%	' Cr.	%
Gross NPA	1,768	5.21	1,513	3.21
Net NPA	1,035	3.12	768	1.66

With a focused approach, the reduction of '255 Crore in Gross NPA has been realized through a net reduction of Eighteen (18) NPA accounts from the NPA list during FY 23, thereby reducing the total no. of NPA loan accounts to 64. Further, '202.43 Crore, has been recovered from NPA loans which include '89.03 Crore towards Principal and '113.40 Crore towards Interest Income.

As a result of the holistic approach to resolving stressed assets and reducing NPAs, both Gross NPA and Net NPA percentages for the current year are at the lowest level in the last 10 financial years. Moreover, recovery of '19.59 Crore from written off/loss assets during FY 23 also stood at the highest in the last 10 years. Further, the Company carries out a credit risk assessment of the loan book based on the Expected Credit Loss (ECL) methodology (being done by ICRA). Basis the same, provisioning is done for loan assets depending on the Stage and expected loss.

Asset Quality for FY 23			(' in Crore)
	Stage 1 & 2	Stage 3	Total
Public / Government	13,143.75	-	13,143.75
Private	32,418.41	1,513.35	33,931.77
Total Outstanding loan	45,562.17	1,513.35	47,075.52
Total provisioning	1,007.14	745.33	1,752.48
Net Assets	44,555.02	768.02	45,323.05

Summary of Stage 3 Assets provisioning:
Public sector	Nil
Private sector	3.21%
Total stage 3 (% of gross loans)	3.21%
Net stage 3 (% of gross loans)	1.66%

4 CREDIT RATING

During FY 23, the domestic debt instruments of the Company are rated “AAA” “Stable” by ICRA; “AA ” “Positive” by CARE Edge and India Ratings & Research. Further, term loans & short term from banks & financial institutions have been assigned “AAA” “Stable” rating by Acuite Ratings. Brickwork Credit Rating Agency has assigned “AAA Negative” rating and “AAA (CE)” for outstanding bonds.

International debt instruments of the Company i.e., Green Masala Bonds, listed on the International Securities Market (ISM) segment of the London Stock Exchange, Singapore Stock Exchange and NSE IFSC, were rated at par with sovereign ratings of “Baa3” and “BBB-” from international credit rating agencies viz. Moody’s Investors Service and Fitch Ratings, respectively. However, consequent to the maturity of the Masala Bonds on October 10, 2022, these ratings were withdrawn and are no longer valid.

For GoI Fully-Serviced Bonds, the rating of “AAA (Stable)” have been reaffirmed by India Ratings & Research, ICRA and CARE Edge.

5 SHARE CAPITAL

The authorized and paid-up share capital of your Company as on March 31, 2023, stood at '6,000 Crore and '2,284.60 Crore respectively. The entire paid-up share capital is held by the Government of India.

Initial Public Offer

The Cabinet Committee on Economic Affairs

(CCEA) in its meeting dated 07.06.2017 had accorded approval to your Company to issue equity shares to the public on a book-building basis through Initial Public Offer (IPO). In accordance with the said approval, your Company filed the Draft Red Herring Prospectus (DRHP) with SEBI in 2017 and 2019, however, owing to various issues related to NBFC & RE sector, changes in the regulatory guidelines, and changes in the capital market scenario the IPO was not completed in 2017 & 2019.

The Cabinet Committee on Economic Affairs (CCEA) in its meeting dated 17.03.2023 approved the listing of shares of the Company on stock exchanges through an IPO by the partial sale of the Government’s stake in the Company and the issue of fresh equity share capital of the Company.

6 DIVIDEND

As per the Department of Investment and Public Asset Management (DIPAM) O.M. dated 27.05.2017 on Capital Restructuring, detailing the guidelines for payment of Dividends, your Company is required to pay a minimum annual dividend of 30% of Profit After Tax (PAT) or 5% of Net worth, whichever is higher. For FY 23, your Company has obtained an exemption from the payment of dividends from DIPAM for capital augmentation to support the growth of the Company.

7 ISO CERTIFICATION

Your Company is an ISO 9001:2015 & ISO 27001:2013 certified organization. The ISO 9001:2015 Certificate was awarded by Bureau of Indian Standards (BIS) for Quality Management System. The ISO 27001:2013 Certificate was awarded by International Certification Services (ICS) for Information Security Management System. The compliance of various security measures as required under the above standards has ensured a robust secured network for data processing and information flow.

8 RISK MANAGEMENT POLICY OVERVIEW

Your Company has established a comprehensive policy framework to effectively manage credit risk, market risk, liquidity risk, and operational risk. The Risk Management Policy has been developed under the guidance of the Risk Management Committee (RMC) and approved by the Board of Directors. The Risk Management Committee is a Board level Committee having the overall responsibility of risk management of the organization. The Risk Management Policy is periodically refined based on emerging market trends and the company's own experience. The Risk Management Committee, headed by an Independent Director, ensures independent risk oversight and full transparency in the risk management process. The Prudent Risk Management policies are ratified by the Board of Directors to ensure compliance with RBI guidelines and SEBI (LODR) Regulations, 2015, which form the governing framework for your Company's business activities.

The key risks your Company faces during its business operations are Credit Risk, Market Risk, Liquidity Risk, and Operational Risk. These risks are carefully identified, assessed, and managed through the implemented risk management policies and procedures.

Credit Risk Management

Your Company’s core lending business is exposed to various types of credit risk, particularly the risk of repayment failure and an increase in non performing loans.

Your Company strictly adheres to the prudential norms mandated by the Reserve Bank of India (RBI) regarding the provisioning of stressed assets. It adopts a stringent approach to provisioning aiming to preserve shareholder value. During the year, significant efforts have been made to resolve the stressed assets portfolio, leading to a reduction in the quantum of stressed assets. In addition, your Company has established a Credit Risk Management Committee (Corporate level) to identify and mitigate risks.

To mitigate credit risks, your Company follows a systematic institutional and project appraisal process. This process involves conducting a detailed appraisal methodology, identifying risks, and implementing suitable credit risk mitigation measures. Your Company has also established Comprehensive Independent Internal Rating Framework to ensure continuous assessment and measurement of credit risk parameters.

Operational Risk Management

Operational risks arise from the potential for loss due to significant deficiencies in system reliability or integrity. It is defined as the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events. Your Company has in place an Operational Risk Management Committee, which is a functional-level committee to identify, review and manage operational risks. The Company’s operational control framework is assessed by functional heads.

The Operational risk management policy seeks to standardize the process of identifying new risks and designing appropriate controls for these risks to minimize losses and customer dissatisfaction due to possible failure in processes. By implementing robust risk management procedures, your Company strives to minimize operational disruptions and enhance customer satisfaction.

Liquidity Risk Management

Liquidity risk refers to the risk that a company may not be able to meet its financial obligations due to a lack of sufficient cash and marketable securities or the availability of funding. Prudent liquidity risk management involves maintaining an appropriate level of cash, marketable securities, and committed credit facilities to meet obligations when they become due. In your Company, the management closely monitors the forecast of the liquidity position and the availability of cash and cash equivalents based on expected cash flows, including interest income and expense.

The Comprehensive Asset Liability Management Framework also outlines the framework for liquidity risk management. Your Company is also

complying with the Liquidity Coverage Ratios requirement and maintaining High-Quality Liquid Assets, in line with the requirements of the RBI guidelines.

Market Risk

Market risk is defined as the risk of loss arising from movements in market prices or rates away from the rates or prices set out in a transaction or agreement. Market Risk Management of a financial institution involves the management of interest rate risk, foreign exchange risk, commodity price risk and equity price risk. Interest rate risk is the potential loss arising from fluctuations in market interest rates.

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

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

Exchange rate movements may adversely impact the value of foreign currency borrowings, which accounts for 25.23% of the total borrowing of your Company of '40,165.28 Crore. Your Company can enter into hedging transactions through both generic and structured instruments as per the RBI guidelines to lower/mitigate the currency and interest rate risks and not for trading or speculative purpose.

As on March 31, 2023, your Company had an open foreign currency exposure of 18.62% i.e., '1,886.30 Crore (including part hedged) against

Crore, which is within the limit prescribed under the Foreign Exchange and Derivatives Risk Management Policy. Out of the said open exposure, part hedging has been done for EUR 30.38 million and JPY 2,371.50 million.

The total outstanding foreign currency borrowings are USD 576.32 million, JPY 57,043.16 million & EUR 208.62 million equivalent to '10,132.93 Crore as on 31^st March 2023; out of which '8,246.63 Crore equivalent to USD 1,003.03 million is hedged which amounts to 81.38% of the total foreign currency borrowings.

Your Company as per its overall strategy uses derivative contracts to hedge its risks associated with fluctuations in foreign currency and interest rates on foreign currency borrowings. The Company does not use derivative contracts for speculative purposes.

Asset Liability Management

Your Company has put in place a Comprehensive Asset Liability Management (ALCO) Framework in line with the RBI’s guidelines. Your Company has an ALCO, which is a management-level committee to manage the liquidity and address the interest rate risks. Your Company follows a reporting system of Asset Liability Management to review the mismatches, pursuant to which, remedial measures are taken. Your Company has in place Board approved ALM policy. The objectives of Asset Liability Management Policy are to align market risk management with overall strategic objectives, articulate current interest rate view and determine the pricing, mix and maturity profile of assets and liabilities.

The ALCO Committee periodically takes/reviews major decisions affecting the business and working results, ALM mismatches, budgeting etc. The asset liability management policy involves the preparation and analysis of liquidity gap reports and ensuring preventive and corrective measures. By implementing an ALM system and adhering to the ALM policy, your Company aims to effectively manage liquidity and interest rate risks, align market risk management with strategic objectives,

and ensure the prudent management of its assets and liabilities.

Information and Cyber Security Risk Management

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

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

9 SOLAR POWER PROJECT

Your Company has entered into an MoU with Solar Energy Corporation of India (SECI) and commissioned a solar project of 50 MW in the state of Kerala. Power Purchase Agreement (PPA) for the project has been signed with Kerala State Electricity Board and the generation income from the project has been accounted for @ ^3.83 per unit,

in line with the order of Kerala State Electricity Regulatory Commission (KSERC). The plant has been handed over to your Company in March 2021 and is running at full capacity i.e. 50 MW.

10 INFORMATION TECHNOLOGY INITIATIVES

To enhance transparency and minimize human involvement, your Company has been actively automating its business procedures. As part of this effort, your Company has recently transitioned its existing ERP solution to the latest version on the cloud. This migration has resulted in strengthened automation and integration of business processes, incorporating new enhancements and features.

Moreover, it would facilitate payment integration with banks, streamlining financial transactions. In addition, your Company introduced a Complaints Portal during Vigilance Awareness Week during FY 23. This portal ensures transparent handling of complaints and allows for improved monitoring of all complaints received by the Company.

Your Company has taken significant steps to enhance its IT Infrastructure Security. This includes the implementation of various security controls and the regular conduct of IT audits and the closure of observations to ensure the effectiveness and robustness of our security measures. Furthermore, to foster cybersecurity awareness among employees, your Company organized several training sessions during FY 23 as part of Cyber Jaagrukta Diwas. These sessions aimed to educate and raise awareness about cybersecurity practices and threats.

Your Company has embraced digital transformation by implementing a new ERP

system, enabling the digitization of all its business operations. This digitization has revolutionized the lending process, eliminated the need for paper, and promoted transparency, accountability, and efficient monitoring with enhanced productivity through digital platforms. To ensure the preservation and accessibility of historical data in a digital format, approx. 80 lakh (8 million) pages were scanned and digitalized during FY 23. To facilitate the transition to a paperless environment, your Company had already adopted an e-office system.

For increasing operational efficiency with respect to internal decision-making, your Company has taken the initiative to migrate E-Office to Cloud Environment. This shall enhance data security and disaster recovery capabilities, ensuring the integrity and availability of critical documents and information stored in E-Office. Overall, the migration of E-Office to the cloud will empower your Company with a modern, scalable, and secure digital workspace that supports seamless collaboration and boosts productivity.

11 CUSTOMER RELATIONS

Your Company has a separate Business Development Group to build brand awareness, tap into emerging business areas and enlarge its customer base. In order to maintain itself as a premier Financial Institution for the RE sector, your Company regularly interacts with its borrowers & other stakeholders and obtains their feedback. This feedback is used to review not only its policies but also the existing processes and ensure ease of doing business. During FY 23, the Company convened 4 (four) such ‘Borrower’s Meets’, which were attended by the majority of our existing and potential borrowers.

Your Company has created a digital interface for its stakeholders enabling virtual interaction without physical meetings. This has also enabled our customers to avail the various lending and other services in the virtual environment of the Company. An Online Customer Portal is available on the website of the Company, whereby the borrowers can obtain real-time information on their application status and other relevant details. Your Company also has notified a Citizen’s Charter to ensure transparency in its work.

For continual brand building, traditional media presence and social media platforms are being effectively used by your Company. Information dissemination on various important events, new technologies and policy changes is being done. This apart, several lectures on the development of RE technologies were also conducted by your Company during the year through virtual platforms.

During FY 23, your Company has also conducted Workshop for Business Promotion in four different cities and has also participated in significant international exhibitions and conferences to showcase its products and achievements, which includes the COP-27 at Egypt and World Future Energy Summit 2023 (including the 13^th General Assembly of IRENA at Abu Dhabi). Your Company has also showcased its activities and achievements by participating in various nationally conducted international exhibitions such as India Energy Week 2023 at Bangalore and UP Global Investor Summit 2023 at Lucknow. Your Company has also participated in the 74^th Republic Day celebration on

26^th January in Abu Dhabi by Indian Embassy, wherein your Company showcased its contribution to RE development through discussions and a small film.

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

Conservation of Energy and Technology Absorption

Your Company’s core purpose is to support energy transition for India. For Internal requirements, your Company has invested in a 50 MW solar power project. Your Company also has a broader impact on industry energy conservation & technology absorption through the financing of innovative projects such as microgrids, fleets of EVs etc.

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

Foreign Exchange Earnings and Outgo

During FY 23, there were no foreign exchange earnings on account of interest on foreign currency deposits, as against foreign exchange outgo of '189.45 Crore on account of interest and commitment expenses.

13 CORPORATE SOCIAL RESPONSIBILITY

Your Company is strongly committed to being a socially responsible corporation that actively contributes to society to improve the quality of life. The Company’s Corporate Social Responsibility (CSR) initiatives are deeply rooted in the principle of making a positive impact and aligning with the goals set by the Government of India and the Sustainable Development objectives.

Through these initiatives, your Company aims to address community development and empower individuals through education, healthcare, and sanitation. Additionally, your Company focus on macro issues such as environmental protection, the promotion of green and energy-efficient technologies, and the development of

underprivileged regions, as per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

Your Company has aligned itself with the guidelines issued by the Department of Public Enterprises (DPE) regarding the common annual theme of "Health & Nutrition" for CPSEs in FY 23. Out of the total 13 CSR projects sanctioned during FY 23, your Company has undertaken 10 projects that specifically focus on the theme of "Health &

Nutrition". Your Company has undertaken the solarization of various Govt. schools and health centres across different locations, including Aspirational Districts such as Chandauli and Balrampur in Uttar Pradesh.

During FY 23, your Company spent a total of '697.44 Lakhs towards CSR projects, based on project progress. Out of the total CSR funds disbursed, '448.43 Lakhs were utilized for project expenditure in FY 23, while the remaining '249.01 Lakhs were utilized for projects from previous years.

Details of our CSR activities and the corresponding expenditure for each activity are provided in Annexure-V of this report.

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

14 HUMAN RESOURCE DEVELOPMENT Human Resources

The high-performance culture of your Company is driven by our highly motivated and competent human resources. The total employee strength of the Company was 160 for the FY ended March 2023 as against 156 for the FY ended March 2022, excluding Board Level Executive. The attrition rate of the Company was 1.26% excluding

superannuation cases. The average age of the employees as of 31.03.2023 is ~44 Years. Your Company is expanding and 10 new personnel have joined our workforce during FY 23. The new hires range from Executive-Trainees to General Manager Level.

The Company continually keep on re-energising its human resources, so that professional excellence and personnel are attained at all times. The productivity of employees is demonstrated factually by consistent increases of matrices like loan sanctioned per employee and profit per employee figures.

Training & Development

To optimize the potential of its human capital, your Company has provided specialized training programs from various premium institutes/ organizations in India and abroad, besides in-house training sessions for the employees. The employees are kept updated with the latest developments in their relevant fields. Your Company also coordinated and monitored training programs sponsored by the Department of Economic Affairs (DEA) and Department of Public Enterprises (DPE) in association with premium institutes such as IITs, IIMs, XIM, etc. - apart from behavioural training interventions conducted as a positive reinforcement. Customized virtual in-house programs were organized along with other need-based programs. A few such programs are listed below:

a) General Management/Stategic Leadership Program for Public Sector Enterprises

b) Induction Programme for New Recruits

c) Risk Management

d) Infrastructure Financing

e) Stressed Asset Management & IBC 2016

f) Public Procurement through Government e-Marketplace (GeM)

g) Managing Health and Stress through Naturopathy & Yoga, etc.

h) Cyber Security for Non-IT Officials

i) Gender Equality and Women Empowerment

j) Preventive Vigilance

Further, masterclasses on new and emerging areas were organized in association with Boston Consulting Group, from time to time. Your Company also participated in session on ‘Machine Learning and Artificial Intelligence in RE’ organized by NITI Aayog. Also, sessions on FINTRAK & UPSI module under Insider Trading Regulation and Cyber Security Law were organized.

During FY 23, various lecture series, focused development training programs and workshops were organized by your Company leading to the achievement of 1,671 training man-days.

Reservation and Employment

Your Company ensures compliance with the Directives and Guidelines issued by the Government of India from time to time pertaining to the welfare of SC/ ST/ OBC employees. The group-wise details of SC, ST and OBC employees out of the total strength as on March 31,2023, are as under:

Group	Total Employees	SCs	STs	OBCs
A	136	16	07	23
B	08	03	-	-
C	16	03	01	03
D	-	-	-	-
Total	160	22	08	26

Wellness

Yoga and Meditation sessions are being conducted in the offices daily. Fitness facilities are available to the employees taking care of their health needs. Health camps and sports events like friendly cricket matches, cyclothon, etc. promoting awareness of green energy were organized during the year.

Representation of Women Employees

Women constitute 26.87% of the workforce in the Company. Further, your Company, as a responsible employer, ensures compliance with all directives and guidelines issued by the Government of India from time to time pertaining to the welfare of women employees. The Company celebrated International Women’s Day on 8^th March 2023.

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

Your Company is committed to fostering a positive workplace environment, free from harassment of any nature and takes strong and stringent action in the event of reporting any such incident. The Company has in place an Internal Complaints Committee to examine the cases of sexual harassment under the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During FY 23, no complaint has been received on the subject.

Health & Safety

Occupational health and safety at the workplace is one of the prime concerns. Utmost importance is given to

providing a safe working environment and inculcating safety awareness among the employees. Your Company strives for a caring work environment and nurtures its employees. In a workplace, where employees feel supported & happy, they can perform better. Communication meetings with employees were conducted periodically during the year. Both employees and management complemented each other’s efforts in furthering the interest of the Company as well as its stakeholders, signifying and highlighting overall harmony and cordial employee relations.

Grievance Redressal

Your Company has a Grievance Redressal System for dealing with the grievances of the public at large. The systems are accessible through the Company’s website. Quick redressal of grievances within the permissible time frame is ensured. Your Company has a notified Citizen’s Charter to ensure transparency in its work activities. The Charter is available on the Company’s website to facilitate easy access.

15. AWARDS & RECOGNITION During FY 23, your Company has been conferred with the following prestigious awards:
Sr. No.	Name of Award	Given By (Agency/ Institution Name)	Date of Receipt
1	12th PSE Excellence: Awards 2022 Company of the Year under the Mini-Ratna category	Indian Chamber of Commerce	17th March 2023
2	12th PSE Excellence: CMD of the Year under the Mini-Ratna category
3	12th PSE Excellence: Operational Performance Excellence (1"t runner-up) under the Mini-Ratna category
4	Central Board of Irrigation and Power Awards 2022’ for Outstanding Contribution to the Development of Renewable Energy	Central Board of Irrigation and Power	3rd March 2023
5	Best performing NBFC for highest Loan Sanctions and Disbursements in 2021-22 in the Renewable Energy Sector	Association of Renewable Energy Agencies of States (AREAS)	27th August 2022

16 OFFICIAL LANGUAGE IMPLEMENTATION

Your Company is committed to implementing the guidelines and instructions issued by the Department of Official Language, Ministry of Home Affairs, Government of India and NARAKAS. The targets set for spreading Rajbhasha knowledge for FY 23 have been achieved. Use of Hindi as Official Language is encouraged in your Company. In order to promote the use of Rajbhasha in official work, awareness of Hindi words with English meaning is done daily through SMS notifications. Hindi typing fonts are also available in all computers to enable the use of Hindi in e-office and daily typing work. As a part of compliance with the implementation of official language guidelines, regular Hindi workshops and Hindi meetings etc. are organized from time to time. 4 (Four) Hindi workshops were successfully organized through virtual mode during FY 23.

Hindi Pakhwada was celebrated from 14^th-29^th

September 2022. E-magazine was released on the occasion of Hindi Pakhwada and Hindi Diwas. During the Hindi Pakhwada many competitions were organized where employees participated enthusiastically. In order to increase the use of Hindi, the e-magazine 'Akshay Kranti' is published regularly in the Company, and is also available on the Hindi website of your Company.

17 VIGILANCE

Your Company ensures the implementation of all the instructions/guidelines issued by the Central Vigilance Commission (CVC) and conducts preventive and administrative vigilance thereby strengthening the systems of the Company. During FY 23, several new initiatives were taken by the Vigilance Department which included notification of guidelines to rationalize systems and procedures and eliminate gaps to ensure transparency.

Your Company is amongst the few CPSEs to have a dedicated online portal for vigilance complaints.

The same can be accessed at https://onlinela.ireda.in/ VigilanceComplaints/VigilanceComplaints/Compl aintForm.aspx?AspxAutoDetectCookieSupport=1

In accordance with the guidelines of the Central Vigilance Commission, Vigilance Awareness Week was observed from 31^st October 2022 to 6^th November 2022 with zeal and enthusiasm. The theme of the Vigilance Awareness Week was “Corruption free India for a developed Nation7“HPVTPR eDr HTjr-fOdfld HTTjr”. Your Company has implemented CVC mandated Integrity Pact for all eligible contracts. Independent External Monitor (IEM) approved by the Central Vigilance Commission have been appointed to oversee the implementation of the Integrity Pact.

18 RIGHT TO INFORMATION (RTI) ACT, 2005

Your Company has implemented the Right to Information Act 2005 in order to provide information to citizens and to maintain accountability and transparency. The Company has

designated a Central Public Information Officer (CPIO) and First Appellate Authority (FAA) for the effective implementation of the RTI Act. The mandatory reports such as quarterly/annual reports are submitted periodically within the stipulated timelines on the website of the Central Information Commission (www.cic.gov.in). Further, all the relevant details along with suo-motu disclosures under Section 4(1)(b) of the Act, have been hosted on the Company’s website (www.ireda.in) for better understanding of the public at large.

During FY 23, a total of 154 applications were received under the RTI Act and all of them have been disposed of as per the RTI Act, within the stipulated timeline.

19 ENVIRONMENTAL AND SOCIAL MANAGEMENT SYSTEMS

Your Company is a key player in the renewable energy sector and a responsible financial institution that has adopted a comprehensive Environmental

and Social Management System (ESMS) to identify and mitigate the impacts (if any) the funded projects have on the environment and society at large. The second version of ESMS was adopted in November 2019 and is effective thereafter.

The Environmental & Social Safeguards Unit (ESSU) of your Company has the primary responsibility of safeguarding impacts pertaining to Environmental and Social (E&S) aspects of various projects and their respective technologies, besides ensuring implementation of the ESMS. During FY 23, E&S Screening and Categorization of about 85 projects were carried out across all technologies funded by the Company. Regular interaction with international lenders is maintained to understand their E&S requirements. This has helped your Company to meet its E&S obligations and has helped the borrowers in managing E&S risks associated with their projects.

In FY 23, your Company updated the “Environmental and Social Management Framework - RE Parks” under the World Bank Line of Credit titled Shared Infrastructure for Solar Parks Project (SISPP) which aims to increase Renewable Energy Generation capacity by setting up large-scale Renewable Energy parks. The said Framework is available on the website and can be accessed at https://www.ireda.in/images/ HTMLfiles/ESMF.pdf

20 DIRECTORSBoard of Directors and Key Managerial Personnels (KMPs)

As on March 31, 2023, the Company’s Board comprised of 7 Directors which includes 1 (One) Functional Director, 2 (Two) Part-time Government Nominee Directors and 4 (Four) Parttime, Non-Official Independent Directors (IDs). During FY 23, the following changes took place in the composition of the Board of Directors of your Company:

Sl. No.	Name & Nature of Directorship	Date of Appointment/ Cessation	Appointment/ Cessation
1.	Shri Vimalendra A. Patwardhan Director (Govt. Nominee) DIN: 08701559	26.10.2022	Cessation
2.	Shri Dinesh D. Jagdale Director (Govt. Nominee) DIN: 03344721	07.02.2023	Cessation
3.	Shri Padam Lal Director (Govt. Nominee) DIN: 10041387	07.02.2023	Appointment
4.	Shri Ajay Yadav Director (Govt. Nominee) DIN: 10046617	14.02.2023	Appointment
5.	Shri Chintan N. Shah Director (Technical) DIN: 07795952	05.03.2023	Cessation
6.	Shri Ram Nihal Independent Director DIN: 10064841	09.03.2023	Appointment
7.	Smt. Rohini Rawat Independent Director DIN: 10064820	09.03.2023	Appointment

During FY 23, Shri Padam Lal, Joint Secretary & Financial Advisor, MNRE was appointed as the Director (Government Nominee) of the Company w.e.f. February 07, 2023 vide MNRE Order No. 340/85/2017-IREDA dated February 07, 2023, in place of Shri Vimalendra A. Patwardhan, Ex-joint Secretary & Financial Advisor, MNRE. Shri Ajay Yadav, Joint Secretary, MNRE was appointed as the Director (Government Nominee) of the Company w.e.f. February 14, 2023 vide MNRE Order No. 340/85/2017-IREDA dated February 07, 2023, in place of Shri Dinesh D. Jagdale, Joint Secretary, MNRE.

Shri Chintan Shah, Director (Technical) completed his tenure on March 04, 2023 (a/n). Accordingly, he is ceased to be the Director of IREDA w.e.f. March 5,2023.

The Board acknowledged the valuable contribution made by Shri Vimalendra A. Patwardhan, and Shri Dinesh D. Jagdale, Government Nominee Directors & Shri Chintan N. Shah, Director (Technical) in the growth & governance of the Company during their

tenure as a member of the Board of Directors of the Company.

Shri Ram Nihal & Smt. Rohini Rawat was appointed as Independent Directors of the Company w.e.f. March 09, 2023, vide MNRE Order No. 340-11/1/2018-IREDA dated March 06, 2023.

Shri Pradip Kumar Das was entrusted with the additional charge of Director (Finance), IREDA w.e.f. 06.05.2020 which was extended from time to time by MNRE and last extended for six months w.e.f. 06.05.2022 to 05.11.2022. Subsequently, MNRE vide Office Order No.1/13/2017-IREDA dated April 10, 2023, entrusted the additional charge of Director (Technical), IREDA to Shri Pradip Kumar Das for three months w.e.f. 05.03.2023 or till the appointment of a regular incumbent, or until further orders, whichever is earliest.

As per the provisions of the Companies Act, 2013, the Chairman and Managing Director (CMD), CFO, and Company Secretary are the Key Managerial Personnel (KMPs) of the Company. The role of the CEO is performed by the CMD of the Company and the functions and duties of CFO are performed by GM (F&A) of the Company. Shri Surender Suyal, Company Secretary & Compliance Officer has opted for pre-mature retirement during the FY 23 and ceased to be Company Secretary & Compliance Officer and Chief Compliance Officer (CCO) of your Company on October 31, 2022 (a/n) and thereafter, Smt. Ekta Madan was appointed as Company Secretary & Compliance Officer of your Company w.e.f. November 01,2022. Shri Surender Suyal was also holding the office of CCO from May 30, 2022, till October 31, 2022. Shri Som Pal was appointed as CCO of your Company w.e.f. November 01, 2022.

Shri Som Pal, General Manager (TS) was Chief Risk Officer (CRO) of the Company till October 31, 2022. Shri Pallav Kapoor, DGM (Risk Management) was appointed as CRO w.e.f November 1, 2022.

In compliance with the statutory requirements, all the Independent Directors have given their requisite declaration, that they meet the prescribed criteria of

independence and none of the Directors are related inter-se.

Board and its Committees

The Company has constituted Audit Committee, CSR Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Risk Management Committee, and other Committee as per the operational needs. The composition and scope of the Committees are provided in the Report on Corporate Governance, which forms part of this report. 25 (Twenty-Five) Meetings of the Board of Directors were held during the year. The Composition of the Audit Committee is also provided in the Corporate Governance Report of the Company. There is no instance where the recommendations of the Audit Committee were not accepted by the Board.

21 DIRECTORS’ APPOINTMENT/REMUNERATION AND PERFORMANCE EVALUATION

As per Clause of sub-section (3) of Section 134 of the Companies Act, 2013, the requirement of disclosure of policy on the Director’s appointment and remuneration criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Act has been exempted for Government Companies vide Ministry of Corporate Affairs notification dated June 5, 2015. As good governance and to comply with the SEBI Listing Regulations, the Company has made a policy on the Diversity of the Board, appointment/remuneration of directors and senior management personnel, and performance evaluation of Directors. The said policy is available on the Company’s website at https://www.ireda.in/corporate-governance

The Board of your Company comprises well-qualified Directors, who bring the required skills, competence, and expertise in running the Company and make effective contributions to the Board and its Committees. Being a Government Company, the process for selection, appointment, and induction of Directors vests with the Hon'ble President of India acting through the MNRE and the Department of

Public Enterprises (DPE). The appointing authority considers the integrity, expertise and experience of the individual to be nominated/appointed as director including Independent Director on the Board of your Company. All the Independent Directors got registered their name with the Independent Director’s Databank maintained by the Indian Institute of Corporate Affairs.

In compliance with the provisions of the Companies Act, 2013 (the Act) and the exemption granted to Government Companies, your Company has been exempted to disclose in its Board Report, a statement indicating how formal evaluation of the performance of the Board, its committees and individual Directors has been made. The Company enters into a Memorandum of Understanding (MoU) with the Ministry of New and Renewable Energy (MNRE) every year wherein Company is evaluated on various financial and non-financial parameters.

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

22 DECLARATIONS BY INDEPENDENT DIRECTORS

During FY 23, all the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 for holding the position of ‘Independent Director’ and necessary declaration from each Independent Director has been received.

Pursuant to Schedule V Para C Clause (10)(i) of SEBI (LODR) Regulations, 2015, M/s P.C. Jain & Co., Company Secretaries, have issued Certificate ofNon- Disqualification of Directors, who were on

the Board of Directors during FY 23 and the same is

attached in the Annual Report.

23 STATUTORY DISCLOSURES

a) There was no major change in the nature of Business of the Company during FY 23.

b) Amount transferred to Reserve has been mentioned under the head “Summary of performance.”

c) The Company has not accepted any public deposits during FY 23 and will not accept any public deposits during FY 24 also.

d) No significant and material orders were passed by the regulators Courts or tribunals impacting the going concern status and Company’s operations in future.

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

f) The Company has not issued any stock options to the Directors or any employee of the Company.

g) The Company has adequate internal financial controls with reference to the Financial Statements. For details, please refer to the ‘Management Discussion and Analysis Report’.

h) The Guidelines for MSMEs are being followed in the Company and Disclosure as required under Micro, Small and Medium Enterprises Development Act, 2006 are mentioned under NOTE- 38(5) of the financial statements.

i) During FY 23, the Company, in the capacity of financial creditor has filed Four applications before the National Company Law Tribunal under the Insolvency and

Bankruptcy Code, 2016 for recovery of outstanding loans against its borrowers, being corporate debtors and corporate guarantors. The details of the applications are as under:

(' in Crore)
Corporate Debtors	Debt Amount
M/s Vamshi Rubber Limited	54.13
M/s Siddhanath Sugar Mills Limited	48.27
M/s Shalivahana Green Energy Limited	7.62
M/s Saroj Energy Company Private Limited	24.16
TOTAL	134.18

In the case of M/s Saroj Energy Company Private Limited, after receiving of OTS amount, the application has been withdrawn. The other 3 (three) applications remain sub-judice before Hon’ble NCLTs.

j) There was no instance of One-Time Settlement with any Bank or Financial Institution during FY 23.

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

l) Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the website of the Company and can be accessed at https://www.ireda.in/corporate-governance

m) The Company affirms that a Vigil Mechanism/Whistle Blower Policy is in place and no person has been denied access to the Competent Authority. The whistleblower policy of the Company is available on the website of the Company and can be accessed at www.ireda.in

n) The Ministry of Corporate Affairs (MCA) vide Notification dated June 5, 2015, has exempted Government Companies from the disclosure requirement of the provisions of Section 197 of the Companies Act, 2013.

Hence, no disclosure is required to be made.

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

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

q) The Management Discussion and Analysis Report pursuant to Clause 7.5 of DPE Guidelines on Corporate Governance also forms part of the Annual Report.

24 AUDITS & INSPECTION OF ACCOUNTSStatutory Audit

M/s DSP & Associates, Chartered Accountants, New Delhi (Firm Registration No.: 006791N) were appointed as the Statutory Auditors of your Company for FY 23 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the financial statements of the Company for FY 23 and have given their Audit Report without any qualification, adverse comment, or disclaimer. The audit report forms part of the Annual Report.

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

Comments of Comptroller and Auditor General of India

The Company has received ‘Nil’ comments on the Financial Statements for FY 23 from the Comptroller and Auditor General of India (C&AG). The copy of the report of C&AG is annexed to the Annual Report.

Internal Audit

Your Company has an independent internal audit function which continuously evaluates the internal control system including suitable monitoring of adequacy and compliance with policies, procedures, plans, and regulatory and statutory

requirements. Your Company has its Audit Policy. In order to ensure that all checks and balances are in place and all internal control systems are in order, regular & exhaustive internal audits and reviews of the Internal Financial Controls are conducted by experienced firms of Chartered Accountants with close co-ordination with Company’s own Internal Audit Division.

Your Company had appointed M/s Ravi Rajan & Company, LLP, Chartered Accountants as Internal Auditor for FY 23. The Audit Committee periodically reviews the significant findings of audits, as prescribed by the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and applicable RBI Guidelines. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. With the approval of the Board of Directors, your Company has implemented Risk Based Internal Audit (RBIA) Policy in compliance with the RBI guidelines issued on 16^th March 2022.

Secretarial Audit

M/s. P.C. Jain & Co., Company Secretaries, were appointed by the Board of Directors to conduct the Secretarial Audit of the Company for FY 23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 23 is attached herewith in Annexure-VI of this Report and the same is selfexplanatory.

The observation of the Secretarial Auditor is as under:

1. The Company has not complied with Clause 3.1.4 of DPE Guidelines on Corporate Governance and Regulation 17 (1) (a), 17(1) (b) of SEBI (LODR) Regulations, as the Company did not have requisite number (50%) of Independent Directors on the Board and woman director till March 8, 2023

2. Registrar of Companies, NCT of Delhi & Haryana, vide its order dated September 30, 2022 imposed the penalty of ' 2,62,000/- for violation of Section 149(1) of the Companies Act, 2013 w.r.t. non-appointment of Woman Director.

3. The Company has not complied with Regulation 17(10) & 25(4) of SEBI (LODR) Regulations, 2015 in respect of carrying out the performance evaluation of the Independent Directors by the entire Board and review of the performance of NonIndependent Directors by Independent Directors

Regarding the above, it was explained that your company is a Government Company, the power to appoint Independent Directors (including Woman Director) vests with the Government of India. With the appointment of two more Independent Directors (including woman director) on the Board of Company w.e.f. 9^th March, 2023, composition of Board is in order under the DPE Guidelines on Corporate Governance and under the SEBI (LODR) Regulations, 2015. Further, the performance evaluation of Directors is done by the Govt. of India, being the appointing authority. Regarding the penalty for woman Directors, the Company filed an appeal on 14^th October, 2022 before the office of the Regional Director (Northern Region), MCA, the appellant authority against the order of the adjudication officer seeking the waiver of the penalty. The appeal in the matter is still pending before the office of the Regional Director (Northern Region), MCA to date.

Cost Audit

Your Company has appointed M/s Chandra Wadhwa & Co. as the Cost Auditor for FY 23 in relation to the cost records of the 50 MW solar power project situated at Kasargod, in the state of Kerala. Your Company is maintaining Cost Accounting records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

25 CORPORATE GOVERNANCE

Your Company is committed to adopting and following the best practices in Corporate

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

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

26 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 23, the Company has not entered into any material contracts/ arrangements/transactions with related parties as defined in Section 188 of the Companies Act, 2013, hence no disclosure is required to be made in Form AOC -2. Your Directors draw the attention of the members to Note 38 (10) of ‘Notes on Accounts’ of the Financial Statements which sets out Related Party disclosures.

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

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of FY 23 and the date of this report.

28 MoU WITH THE GOVERNMENT OF INDIA (GOI)

Your Company has signed a Memorandum of Understanding (MoU) with the Ministry of New and Renewable Energy (MNRE), Government of India setting key targets for FY 23. Achievement of the Company as per the MoU parameters are as follows:

S. No.	Parameters	Achievement as on 31.03.2023
1	Revenue from Operations (' in Crore)	3,481.97
2	EBTDA as a percentage of Revenue (%)	33.38
3	Return on Net Worth (%)	14.55
4	Return on Capital Employed (%)	7.00
5	Asset Turnover Ratio (%)	6.90
6	Loan Disbursed to Total Funds Available (%)	97.40
7	Overdue loans to Total Loans (%)	0.62
8	NPA to Total Loans (%)	1.66
9	Cost of raising funds through Bonds as compared to similarly rated CPSEs	-29 bps
10	Acceptance / Rejection of Invoices of Goods & Services through TReDS Portal (%)	100
11	Procurement from GeM as % of total procurement (%)	33
12	Earning per Share (in ')	3.78

Your Company has achieved “Excellent” rating as per MoU evaluation consistently over the last 2 financial years. For FY 23 also, it is expected to retain Excellent Rating subject to assessment by the Government of India.

29 DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for

the FY ended March 31,2023, the applicable

accounting standards have been followed and there are no material departures from the same:

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the FY 23 and of the profit of the Company for the FY 23:

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

d) the Directors have prepared the annual accounts for FY 23, on a going-concern basis:

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

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

30 ACKNOWLEDGEMENTS

Your Directors are extremely thankful and acknowledge the excellent support extended to the Company by the Government of India, Ministry of New & Renewable Energy, Niti Aayog, Ministry of Finance, Ministry of Corporate Affairs and other Ministries/Departments of the Government of

India, Reserve Bank of India, Department of Public Enterprises, Department of Investment and Public Asset Management (DIPAM), Securities and Exchange Board of India, National Stock Exchange of India Ltd. & BSE Ltd. and other regulators. Your directors also place on record their appreciation for the support and cooperation of international financial institutions namely the Asian Development Bank (ADB), Agence Francaise de Development (AFD), European Investment Bank (EIB), Japan International Cooperation Agency (JICA), Kreditanstalt fur Wiederaufbau (KfW), and The World Bank.

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

The Board also conveys its gratitude to the shareholders for the trust and confidence reposed in the Company and looks forward to their continued support to propel the Company to greater heights.

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