Dear Shareholders,
Your Directors are pleased to present the 11th Annual Report along with
the Audited Financial Statements of your Company for the financial year ended March 31,
2026 ("FY 2025-26"/"FY26").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2026,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
|
|
|
|
(Rs. in crore) |
|
Consolidated |
Standalone |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
12,928 |
11,212 |
18,340 |
19,613 |
| Other Income |
891 |
1,210 |
1,120 |
1,136 |
Total Income |
13,819 |
12,422 |
19,460 |
20,749 |
| Cost of Equipments/Goods sold |
708 |
1,440 |
18,938 |
19,346 |
| Changes in inventories |
- |
- |
(2,114) |
(1,501) |
| EmployeeBenefit Exp(net) |
150 |
128 |
106 |
79 |
| Depreciation and Amortisation Expenses |
3,372 |
2,498 |
103 |
61 |
| Finance Cost (net) |
6,484 |
5,492 |
1,332 |
1,749 |
| Other Expenses (net) |
1,302 |
767 |
470 |
176 |
Total Expenditure |
12,016 |
10,325 |
18,835 |
19,910 |
Profit before exceptional items and tax |
1,803 |
2,097 |
625 |
839 |
| Exceptional items |
(219) |
(326) |
(202) |
(77) |
Profit before tax |
1,584 |
1,771 |
423 |
762 |
| Tax Expense/(Credit) |
14 |
214 |
(181) |
108 |
Profit before share in Joint Venture and
tax |
1,570 |
1,557 |
604 |
654 |
| Share of Profit/(Loss) from Joint Venture
(net of tax) |
417 |
444 |
- |
- |
Net Profit for the year |
1,987 |
2,001 |
604 |
654 |
Other Comprehensive income (net of tax) |
130 |
59 |
0 |
60 |
Total Comprehensive Income for the year |
2,117 |
2,060 |
604 |
714 |
1. There are no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever
necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
Consolidated Financial Performance of your Company:
Your Company has recorded revenue from operations to the tune of Rs.
12,928 crore during the FY 2025-26 compared to Rs. 11,212 crore in the corresponding
previous financial year.
During the year, your Company generated earnings before interest,
depreciation and tax (EBIDTA) of Rs. 11,659 crore compared to Rs. 10,087 crore in the
previous year.
Netprofit 2025-26 is Rs. 1,987 crore as compared to Rs. 2,001 crore in
the previous financial year.
Earnings per share stood at Rs. 9.65 on diluted basis on face value of
Rs. 10/- each.
Operational Highlights:
Adani Green Energy Limited ("Adani Green"/your
"Company") is India?s largest and one of the leading renewable energy
companies in the world, enabling the clean energy transition. Adani Green develops, owns,
and operates utility scale grid-connected solar, wind and hybrid renewable power plants.
As at March 31, 2026, your Company has an operating renewable portfolio capacity of 19.3
GW and has operational Battery Energy Storage Solutions ("BESS") of 1,376 MWh on
dispatchable basis (installed capacity of 1,579 MWh), the largest in India, spread across
12 states. Your Company is credited with developing several landmark renewable energy
power plants, the latest being the world?s largest single location renewable power
plants being developed at Khavda, Gujarat. Your Company has set a target of achieving capacity
of 50 GW by 2030, aligned to India?s decarbonization goals. Your Company is focused
on leveraging technology to reduce the Levelized Cost of Energy (LCOE) in pursuit of
enabling largescale adoption of affordable clean energy. Your Company?s entire
operating portfolio is certified ‘water positive for plants of more than 200 MW
capacity?, ‘single-use plastic free? and ‘zero
waste-to-landfill?, a testament to your Company?s commitment of powering
sustainable growth. During FY 2025-26: Operational capacity increased by 35% YoY to
19.3 GW.
Operationalized BESS capacity of 1,376 MWh in Khavda, one of
the world?s largest single- location deployments.
Sale of Energy increased by 34% YoY at 37,567 million units in
FY26, equivalent to Denmark?s annual electricity consumption.
Solar portfolio capacity utilization factor (CUF) at 24% backed by
99.2% plant availability. Wind portfolio CUF at 26.6% backed by 95.6% plant availability.
Hybrid portfolio CUF at 35.2% backed by 98.5% plant availability.
Standalone Financial Performance:
Your Company has recorded revenue from operations to the tune of `
18,340 crore during the FY 2025-26 compared to ` 19,613 crore in the corresponding
previous financial year.
Net profit for the FY 2025-26 is` 604 crore as compared to ` 654
crore in the previous financial year. Earnings per share stood at ` 3.59 on face value of
` 10/- each.
Credit Rating
Your Company?s financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agencies. The details of credit rating are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Dividend and Reserves
Dividend
The Board of Directors ("Board"), after considering
holistically the relevant circumstances and keeping in view the tremendous growth
opportunities that your
Company is currently engaged with, has decided that it would be prudent
not to recommend any dividend for the year under review.
Dividend Distribution Policy
The Dividend Distribution and Shareholder Return
Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is
available on your Company?s website and link for the same is given in Annexure-A
of this report.
Unclaimed Dividends
The Company has not declared dividend since its incorporation and
hence, there are no outstanding and unclaimed dividends.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any
amount to General Reserves. The closing balance of the retained earnings of your Company
for
FY26, after all appropriations and adjustments, was ` 130 crore
(on standalone basis).
Share Capital
During the year under review, there was no change in the authorized
share capital of your Company. Accordingly, the authorized share capital of your Company
remains unchanged at ` 2,500 crore. Pursuant to the shareholders? approval received
at the Extra-ordinary General Meeting held on January 18, 2024, your Company had issued
6,31,43,677 warrants at a price of ` 1,480.75 per warrant, each convertible into, or
exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of `
10/- each to Ardour Investment Holding Ltd ("Ardour"), by way of preferential
issue on a private placement basis for an aggregate consideration of up to ` 9,350 crore.
In accordance with applicable law, your Company had received 25% of the issue price
towards warrant subscription during the FY 2023-24. During FY 2025-26, your Company
received the balance subscription amount (i.e. 75% of the issue price) and consequently,
the Company has allotted 6,31,43,677 equity shares to Ardour. The funds received from
proceeds of warrants were fully utilized as per the Objects stated in the Offer Document.
The stock exchanges viz. BSE Limited (BSE) and National Stock Exchange of India Limited
(NSE), granted listing and trading approval for the said equity shares.
Pursuant to the said allotment, the paid-up share capital of your
Company increased from Rs. 1,584.03 crore to Rs. 1,647.18 crore, during the year under
review.
Public Deposits
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with rules made thereunder at the end of FY26 or the previous financial
years. Your Company did not accept any deposit during the year under review.
Particularsofloans,guaranteesorinvestments
The provisions of Section 186 of the Act, with respect to loan,
guarantee, investment or security are not applicable to your Company, as your Company is
engaged in providing infrastructural facilities, which is exempted under Section 186 of
the Act. The details of loans, guarantee and investments made during the year under
review, are given in the notes forming part of the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/associates/joint ventures of your Company is
provided as part of the notes to the consolidated financial statements During the year
under review, following changes have taken place in subsidiaries, associates and joint
ventures:
A) Following companies ceased to be wholly-owned subsidiaries (and
continues to be subsidiaries):
| Name of the company |
Shareholding interest as at beginning of
the year (directly/ indirectly) |
Shareholding interest as at end of the
year (directly/ indirectly) |
| Adani Renewable Energy Forty One Limited |
100% |
97.67% |
| Adani Solar Energy Jodhpur Six Limited |
100% |
98.37% |
| Adani Green Energy Twenty Five B Limited |
100% |
99.10% |
B) Following wholly-owned subsidiaries of your Company were amalgamated
into other wholly-owned subsidiary of your Company:
Transferor Company |
Adani Wind Energy (Gujarat) Private Limited |
|
Surajkiran Solar Technologies Limited |
|
Surajkiran Renewable Resources Limited |
Transferee Company |
Adani Wind Energy (Gujarat) Limited (Formerly
known as Spinel Energy & Infrastructure Limited) |
C) Following companies were incorporated
as wholly-owned stepdown subsidiaries of your Company: |
|
|
Adani Hydro Energy Six Limited |
|
Adani Hydro Energy Seven Limited |
|
Adani Hydro Energy Eight Limited |
|
Adani Hydro Energy Nine Limited |
|
Adani Hydro Energy Ten Limited |
|
Adani Ecogen One Limited |
|
Adani Ecogen Two Limited |
|
Adani Ecogen Three Limited |
|
Adani Ecogen Four Limited |
|
Adani Ecogen Five Limited |
| . |
Adani Ecogen Six Limited |
|
Adani Ecogen Seven Limited |
|
Adani Ecogen Eight Limited |
|
Adani Hydro Energy Eleven Limited |
|
Adani Hydro Energy Twelve Limited |
|
Adani Hydro Energy Thirteen Limited |
|
Adani Hydro Energy Fourteen Limited |
|
Adani Hydro Energy Fifteen Limited |
|
Adani Hydro Energy Sixteen Limited |
|
Adani Hydro Energy Seventeen Limited |
|
Urjasetu Renewables Limited |
|
HydroBloom Power Limited |
|
Ecothrive Renewables Limited |
|
Windrix Energy Limited |
|
Skyspin Energy Limited |
D) Following companies were incorporated as wholly-owned subsidiary of
your Company:
Adani Renewable Energy Middle East Ltd Pursuant to the provisions
of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33
of the SEBI Listing Regulations, your Company has prepared consolidated financial
statements and a separate statement containing the salient features of financial statement
of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this
Integrated Annual Report. The annual financial statements and related detailed information
of the subsidiary companies shall be made available to the shareholders of the holding and
subsidiary companies seeking such information on all working days during business hours.
The financial statements of the subsidiary companies shall also be kept for inspection by
any shareholders during working hours at your Company?s registered office and that of
the respective subsidiary companies concerned. In accordance with Section 136 of the Act,
the audited financial statements, including consolidated financial statements and related
information of your Company and audited accounts of each of its subsidiaries, are
available on website of your Company (www.adanigreenenergy.com).
Corporate Restructuring
Composite Scheme of Arrangement by certain subsidiaries under the
approval of Hon?ble National Company Law Tribunal, bench at Ahmedabad
The Hon?ble National Company Law Tribunal, Ahmedabad Bench vide
order dated August 07, 2025, approved a Composite Scheme of Arrangement, among Adani Wind
Energy (Gujarat) Private Limited, Surajkiran Solar Technologies Limited, Surajkiran
Renewable Resources Limited, Adani Wind Energy Kutchh One Limited and Adani Wind Energy
(Gujarat) Limited (Formerly known as Spinel Energy & Infrastructure Limited) and their
respective shareholders and creditors. The said Composite Scheme, with the appointed date
as April 01, 2024, was made effective from August 25, 2025. There is no change in the
interest of your Company upon this Composite Scheme coming into effect.
Material Subsidiary
As per criteria given in Regulation 16 of the SEBI Listing Regulations,
based on financial statements as on March 31, 2026, your Company had no unlisted material
subsidiary. Your Company has formulated a policy for determining material subsidiaries.
The policy is available on your Company?s website and link for the same is given in Annexure-A
of this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments at the level of subsidiaries and joint ventures of your Company
are covered in the Management Discussion and Analysis Report, which forms part of this
Integrated Annual Report.
Alteration in the Constitutional document
The shareholders at the 10th Annual General Meeting held on June 25,
2025, approved the alteration to the Articles of Association of the Company with respect
to deletion of Article 87, relating to the clause for common seal.
Directors and Key Managerial Personnels
As of March 31, 2026, your Company?s Board had ten members
comprising of two Executive Directors, two Non-Executive and Non-Independent Directors,
one Non-Executive Nominee Director and five Independent Directors including one Woman
Director. The details of Board and Committee composition, tenure of directors, and other
details are available in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identifiedcore skills, expertise, and competencies of the Directors in the context of
your Company?s business for effective functioning. The key skills, expertise and core
competencies of the members of the Board are detailed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors and Key
Managerial Personnel
During the year under review, following changes took place in the
Directorships: Mr. Vneet S. Jaain (DIN: 00053906) was re-appointed as the Managing
Director of the Company for a consecutive period of 5 (five) years w.e.f. July 10, 2025.
Mr. Raminder Singh Gujral (DIN: 07175393) was re-appointed as an
Independent Director for the second term of (three) years w.e.f. July 10, 2025. Mr. Dinesh
Kanabar (DIN: 00003252) was re-appointed as an Independent Director for the second term of
3 (Three) years w.e.f. January 05, 2026.
During the year under review, Mr. Ashish Khanna assumed role as the
Chief Executive Officer effective April 01, 2025.
Re-appointment of Director(s)
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr. Sagar R. Adani
(DIN: 07626229) is liable to retire by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment. The Board, on the recommendation of Nomination and
Remuneration Committee (NRC) of the Company, recommends the re-appointment of Mr. Sagar R.
Adani as a Director for your approval.
Further, the Members at the 7th Annual General Meeting of the Company
held on July 27, 2022, approved the appointment of Mr. Romesh Sobti (DIN: 00031034) as
Independent Director (Non-Executive) of the Company to hold office for a period of 5
w.e.f. September 20, 2021.
Further, the Members at the Extra-ordinary General Meeting of the
Company held on December 5, 2023, approved the appointment of Mrs. Neera Saggi (DIN:
00501029) and of Dr. Anup Shah (DIN: 00293207), as Independent Directors (Non-Executive)
of the Company to hold office w.e.f. September 07, 2023.
Accordingly, the first term of Mr. Sobti, Mrs. Saggi and Dr. Shah as
Independent Directors of the Company are set to expire on September 19, 2026, September
06, 2026 and September 06, 2026, respectively.
Following a performance review and based on the recommendation of
Nomination and Remuneration Committee, the Board of Directors of the Company ("Board")
at its meeting held on April 22, 2026 has re-appointed Mr. Romesh Sobti (DIN: 00031034),
Mrs. Neera Saggi (DIN: 00501029) and of Dr. Anup Shah (DIN: 00293207) as Independent
Directors (Non-Executive) of the Company for the second term of 3 (three) years effective
from September 20, 2026, September 07, 2026 and September 07, 2026, respectively, not
liable to retire by rotation, subject to approval of the shareholders of the Company.
Brief details, as required under Secretarial Standard-2 and Regulation
36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing
Regulations and there has been no change in the circumstances which may affect their
status as an Independent Director. The Independent Directors have also given declaration
of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification
their name appearing in the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.
Key Managerial Personnel (KMP):
During the year under review, there was no change in the KMPs of your
Company.
As on the date of this report, following are the KMPs of your Company
as per Sections 2(51) and 203 of the Act: Mr. Vneet S. Jaain, Managing Director
consecutiveyears Mr. Sagar R. Adani, Executive Director Mr. Ashish Khanna, Chief Executive
Officer Mr. Saurabh Shah, Chief Financial Officer Mr. Pragnesh Darji, Company Secretary
Committees of Board
As required under the Act and the SEBI Listing Regulations, your
Company has constituted various statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to review specific matters including any
specific decide to delegate. As on March 31, 2026, the Board has constituted the following
committees/sub-committees.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship
Committee
Risk Management Committee
Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
Information Technology & Data Security Committee Legal,
Regulatory & Tax Committee
Reputation Risk Committee
Mergers and Acquisition Committee
Details of all the committees such as terms of reference, composition
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 5 (five) times during the year under review. The
intervening gap between the meetings did not exceed 120 days, as prescribed under the Act
and Rules, 2014, with respect to SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report.
Board Evaluation
The Nomination and Remuneration Committee (NRC) engaged Talentonic HR
Solutions Private Limited ("Talentonic"), an external advisory company, to
facilitate the evaluation and effectiveness process of the Board, its committees and
individual Directors for FY26. A detailed Board effectiveness assessment questionnaire was
developed by Talentonic based on the criteria and framework adopted by the Board. Virtual
meetings were organized with the Directors and discussions were held on three key themes
i.e. strategic direction, fit-for-purpose and focus on environment, social and governance.
The results of the evaluation confirmed commitment and engagement of Board, its various
committees and senior leadership. The recommendations arising from the evaluation process
were discussed at the Independent Directors? meeting held on February 27, operations
2026 and at the Board meeting held on April 24, 2026.and governance Theitemsthatthe
Board may suggestions were considered by the Board to optimize the effectiveness and
functioning of the Board and its committees.
Independent Directors? Meeting
Pursuant to the provisions of the Act and SEBI Listing Regulations, the
Independent Directors met on January 23, 2026 and February 27, 2026, without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed, inter-alia, the results of Board evaluation exercise (as mentioned in
preceding paragraph). The Independent Directors also 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 Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as
applicable to your Company. The Board is also updated on the operations, key trends and
risk universe applicable to your Company?s business. These updates help the Directors
in keeping abreast of key changes and their impact on your Company. An annual strategy
retreat is conducted by your Company where the Board provides its inputs on the business
strategy and long- term sustainable growth for your Company. Additionally, the Directors
also participate in various programs/meetings where subject matter experts apprise the
Directors on key global trends. The details of such programs are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
Policy on Directors? appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors? appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company and link for the same is
given in Annexure-A of this report.
The Remuneration Policy for selection of Directors and determining
Directors? independence sets out the guiding principles for the NRC for identifying
the persons who are qualified to become the Directors. Your Company?s Remuneration
Policy is directed towards rewarding performance based on review of achievements. The
Remuneration Policy is in consonance with existing industry practice. high level of We
affirm that the remuneration paid to the Directors is as per the terms laid out in the
Remuneration Policy.
Board Diversity
Your Company recognizes and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board. The said Policy is available on your
Company?s website and link for the same is given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Management Personnel and Senior
Management. The NRC implements this mechanism in concurrence with the Board.
Directors? Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that: a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company at the end of the financial year and of the
profit of your Company for that period; c. proper and sufficient care has been taken for
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities; d. the annual financial statements have been prepared on a going
concern basis; e. they have laid down internal financial controls to be followed by your
Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which forms part
of this Integrated Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to
identify, assess and mitigate risks appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the risk management plan for your Company.
The RMC is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Board has also constituted few sub-committees of RMC to ensure focused
discussion on specific technology & data security, legal, regulatory & tax,
reputation. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses are systematically addressed
through mitigation actions on a continual basis. Further details on the Risk Management
activities, including the implementation of risk management policy, key risks identified
and their mitigations are covered in Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.
Compliance Management Mechanism
Your Company has deployed a Statutory Compliance Mechanism providing
guidance on broad categories of applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted an online
compliance management system within the organization to monitor compliances and provide
update to the senior management on a periodic basis. The Legal, Regulatory and Tax
Committee and the Board periodically monitor the status of compliances with applicable
laws.
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)
A detailed report on the Company?s CSR initiatives has been
provided in the Social Capital section of this Integrated Annual Report. The details of
the CSR Committee, terms of reference, meetings held during the year are provided in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
The CSR policy is available on the website of your Company and the link
for the same is given in Annexure-A of this report.
The Annual Report on CSR activities is annexed and forms part of this
Integrated Annual Report. The Chief Financial Officer of your Company has certified that
CSR spends of your Company for FY26 have been utilized for the purpose and in the manner
approved by the Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming part of this Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintain high standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report along with the required
certificate from a Practicing Company Secretary, regarding compliance of the conditions of
corporate governance, as stipulated. In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of
Conduct for all
Board members and senior management personnel of your Company
("Code of Conduct"), who have affirmed the compliance thereto. The Code of
Conduct is available on the website of your Company and the link for the same is given in Annexure-A
of this report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY26,
describing the initiatives taken by your Company from an environment, social and
governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of your Company provides an insight on various ESG
initiatives adopted by your Company. The ESG disclosures have been independently assured
by Intertek India Private Limited.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on
the website of your Company and can be accessed using the Click Here
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 year
under review were at arm?s 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 Company?s Policy on Related Party Transactions.
The Audit Committee comprise solely of the Independent Directors and
Nominee Directors. However, in terms of requirements of SEBI Listing Regulations, only
Independent Directors vote on the related party transactions. The members of the Audit
Committee abstained from discussing and voting in the transaction(s) in which they were
interested.
During the year, your Company has not entered into any contracts,
arrangements or transactions that fall under the scope of Section 188 (1) of the Act.
Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY26 and
hence does not form part of this report. During the year, the materially significant
Related Party Transactions pursuant to the provisions of SEBI Listing
Regulations were duly approved by the shareholders of the Company at
the 10th AGM held on June 25, 2025 and at the Extra-ordinary General Meetings held on May
23, 2025, August 26, 2025 and January 02, 2026.
Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of minority
shareholders.
The Policy on Related Party Transactions is available on your
Company?s website and can be accessed using the link given in Annexure-A of
this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the stock exchanges, for the
related party transactions.
Statutory Auditors & Auditors? Report
The Company has been following a practice of having Joint Statutory
Auditors since FY 2017-18.
Pursuant to 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 one of the Joint Statutory Auditors
of the Company for the second term to hold office conclusion of ensuing 11th AGM of the
Company and M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No.:
324982E/E300003) were appointed as one of the Joint Statutory Auditors of the Company to
hold office till the conclusion of the ensuing 11 th AGM of the Company.
The Board at its meeting held on April 24, 2026, on the recommendation
of the Audit Committee, has recommended the re-appointment of M/s. S R B C & Co. LLP,
Chartered Accountants (Firm Registration No.: 324982E/E300003) for the second term of 5
(five) consecutive years as one of the Joint Statutory Auditors of the Company and the
appointment of M/s. Shah Dhandharia & Co. LLP (Firm Registration No.: 118707W/W100724)
as one of the Joint Statutory Auditors of the Company for a term of 5 (five) consecutive
years, to the Members at the ensuing 11th AGM of the Company. Accordingly, resolutions
proposing re-appointment of M/s. S R B C & Co. LLP, Chartered Accountants and
appointment of M/s. Shah Dhandharia & Co. LLP, as the Joint Statutory Auditors of the
Company for a term of 5 (five) consecutive years from the conclusion of ensuing 11th AGM
till the conclusion of 16th AGM of the Company to be held in the year 2031, forms part of
the Notice of ensuing 11th AGM of the Company. In this regard, the Company has received
certificate to the effect that thesefirms the criteria provided under Section 141 of the
Act and that the re-appointment/appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.
The Statutory Auditors/appointee Statutory Auditors have confirmed that
they are not disqualified to be appointed/continue as Statutory Auditors and are eligible
to hold office as Statutory Auditors of your Company. Representatives of M/s. Dharmesh
Parikh & Co. LLP and M/s. S R B C & Co. LLP, Joint Statutory Auditors of your
Company attended the previous AGM of your Company held on June 25, 2025.
Joint Statutory Auditors have expressed their unmodified opinion on the
Standalone and Financial Statements and their reports do not contain any qualifications,
or disclaimers.
The Notes to the financial statements referred in the Auditors?
Report are self-explanatory.
Secretarial Auditors and Secretarial Auditors? Report
Pursuant to section 204 of the Act, read with the rule made thereunder
and Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates,
Practicing Company Secretaries, Ahmedabad, (Peer reviewed certificate no. 6543/2025) were
appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for
the first term of from financial year 2025-26 to financial M/s. Chirag Shah &
Associates have confirmedthat they are not disqualified to continue as a Secretarial
Auditors and are eligible to hold office as Secretarial Auditors of your Company. The
Secretarial Audit Report for the year under review is provided as Annexure-B of
this report.
Secretarial Standards
During the year under review, your Company has complied with all the
applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial
Auditors of your Company have not reported any instances of fraud committed in your
Company by Company?s officers to be reported, to the Audit Committee, under Section
143(12) of the Act.
Particulars of Employees
Your Company had 976 (consolidated basis) employees as of March 31,
2026.
The information required under Section 197 of the Act, read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel to the median of employees? remuneration are provided in
Annexure-C of this report.
The statement containing particulars of employees, as required under
Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of
this report. However, in Consolidated terms of Section 136 of the Act, the Integrated
Annual Report is being sent to the shareholders and others entitled thereto, excluding the
said annexure, which is available for inspection by the shareholders at the Registered
Office of your Company during business hours on working days of your Company. If any
shareholder is interested in obtaining a copy thereof, such shareholder may write to the
Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has laid down a Prevention of Sexual Harassment ("POSH") Policy and has
constituted Internal Complaints Committees ("ICs") at all relevant locations
consecutiveyears across2029-30. India to consider and resolve the complaints related to
sexual harassment. The ICs include external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and make decisions at the respective
locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs
also work extensively on creating awareness on relevance of sexual harassment issues,
including while working remotely. The employees are required to undergo mandatory
training/certification on POSH to sensitize themselves and strengthen their awareness.
During the year under review, your Company has not received any complaint pertaining to
sexual harassment. The employees undergo mandatory training/certification on POSH Policy
to sensitize themselves and strengthen their awareness. or employees which are required
Compliance with Maternity Benefits Act, 1961
During the year under review, your Company has complied with the
provisions of the Maternity Benefits Act, 1961.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for Directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company and link for the
same is given in Annexure-A of this report.
During the year under review, two cases were reported under the Whistle
Blower Policy. The complaints, after scrutiny by the internal audit team, were found to be
frivolous, requiring no action to be taken.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D
of this report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company?s technology environment is enabled with real
time security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in cyber security.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct ("PIT Code") to
regulate, monitor and report trading in your Company?s shares by your Company?s
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The PIT Code, inter alia, lays down the procedures to be followed by designated persons
while trading/dealing your Company?s shares and sharing Unpublished Price Sensitive
Information ("UPSI"). The PIT Code covers your Company?s obligation to
maintain a digital database, mechanism for prevention of insider trading and handling of
UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also
includes practices and procedures for fair disclosure of UPSI. PIT Code is available on
your Company?s website and link for the same is given in Annexure-A of this report.
The employees undergo mandatory training/certification on PIT Code to
sensitize themselves and strengthen their awareness.
General Disclosures
The Chairman, Managing Director, Executive Director and CEO of your
Company did not receive any remuneration or commission from any of the subsidiaries of
your Company.
Your Directors state that during the year under review:
1. Your Company did not issue any equity shares with differential
rights as to dividend, voting or otherwise.
2. Your Company did not issue shares (including sweat equity shares) to
employees of your Company under any scheme.
3. No significant or material orders were passed by the regulators or
courts or tribunals which could impact the going concern status and your Company?s
operation in future.
4. No application was made and no proceeding was pending under the
Insolvency and Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the banks or
financial institutions.
6. No revisions were made in the financial statements and
Directors? Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and
assistance received from the Government of India, Governments of various states in India,
Ministry of New and Renewable Energy,concerned Government Departments, Financial
Institutions and Banks. Your Directors thank all the esteemed shareholders, customers,
suppliers and business associates for their faith, trust and the confidencereposed in your
Company.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.
| For and on behalf of the Board of Directors |
|
|
Gautam S. Adani |
| Place: Ahmedabad |
Chairman |
| Date: April 24, 2026 |
(DIN: 00006273) |
|