Indian Renewable Energy Development Agency Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report on the business and operations of your Company
along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31,
2025 (FY 25).

1 SUMMARY OF PERFORMANCE:

Your Company has achieved exemplary performance and registered significant growth during the FY 25. A
summary of the key financial and operational highlights for FY 25, along with the comparative figures for the
previous financial year (on a standalone basis), is presented below:

Sl. No.	Particulars	FY 25	FY 24
1.	Loans Sanctioned	47,453.11	37,353.68
2.	Loans Disbursed	30,167.87	25,089.04
3.	Net Worth	10,266.16	8,559.42
4.	Revenue from Operations	6,742.41	4,963.93
5.	Other Income	12.37	1.36
6.	Finance Cost (including Net translation/transaction exchange loss)	4,182.64	3,147.57
7.	Profit Before Tax	2,103.80	1,685.25
8.	Less: Income Tax	471.31	413.03
9.	Deferred Tax	(66.11)	19.98
10.	Profit After Tax	1,698.60	1,252.24
11.	Other Comprehensive Income	68.23	(156.80)
12.	Total Comprehensive Income for the period (Comprising Profit/ (Loss) and Other Comprehensive Income for the period)	1,766.83	1,095.44
Appropriations:
13.	Transfer to Debenture Redemption Reserve (DRR)	41.26	(0.23)
14.	Transfer to Special Reserve	362.00	264.00
15.	Transfer to NBFC Reserve	340.00	251.00
16.	Transfer to General Reserve	950.00	700.00

FINANCIAL HIGHLIGHTS

Profitability

•    During FY 25, the Revenue from Operations of your Company increased to '6,742.41 Crore, registering
a significant growth of 35.83% over the previous year's revenue of '4,963.93 Crore.

•    Profit Before Tax (PBT) and Profit After Tax (PAT) increased to an all-time high of '2,103.80 Crore (24.84%
YoY) and '1,698.60 Crore (35.64% YoY) respectively at the end of FY 25.

Loan sanctions, disbursement and Loan book

•    Loans Sanctioned during FY 25 were '47,453.11 Crore, registering an increase of 27.04% over the
previous year's sanctioned amount of '37,353.68 Crore, which is the highest ever annual sanction in
your Company's history.

•    Loans disbursed during FY 25 were '30,167.87 Crore, showing an increase of 20.24% over the previous
year's disbursed amount of '25,089.04 Crore, which is the highest ever annual disbursement in your
Company's history.

•    The loan book of your Company has grown from '59,698.11 Crore as on 31^st March 2024 to '76,281.65
Crore as on 31^st March 2025 registering a significant growth of 27.78%.

Net worth, CRAR and other financial highlights

•    Net Worth of your Company placed at '10,266.16 Crore at the end of FY 25, registering an increase of
19.94% over the previous year's Net Worth of '8,559.42 Crore, mainly on account of retained earnings.

•    The Tier-I Capital of the Company stood at '11,137.60 Crore as on March 31, 2025, marking a growth
of approximately 34.7% over '8,265.20 Crore in the previous year. The Tier-II Capital rose to '1,922.96
Crore in FY 25, registering a growth of around 106.8% compared to '929.93 Crore in FY 24.

•    The Capital to Risk-weighted Assets Ratio (CRAR) improved to 17.77% as on March 31, 2025, up from
15.51% in the previous year, indicating a strengthened capital adequacy position which is above the
floor of 15% prescribed for NBFCs as per the RBI Master Direction and which also refects optimum
utilization of capital.

Â	FY 25	FY 24
Tier-I Capital (in ' Crore)	11,137.60	8,265.20
Tier-II Capital (in ' Crore)	1,922.96	929.93
CRAR1 (in %)	17 77	15 511

*The CRAR as on 31^st March 2024 stood at 20.11%, comprising Tier-I Capital of 18.08% and Tier-II Capital of 2.03%. This
was computed based on a 50% risk weight assigned to commissioned renewable energy infrastructure project assets
financed by the Company, which had achieved their commercial operations date (COD) and had been operational for over
a year Pursuant to a revision in the risk weight to 100%, effective 31^st March 2025, the CRAR for the corresponding period
has been restated to 15.51%.

Key financial ratios of the Company for FY 25 vis-a-vis FY 24 are given below:

Particulars	FY 25	FY 24
Return on Net Worth (%)	17.44	16.40
Book Value per Share (')	38.20	31.85
Earnings per Share (')	6.32	5.16
Debt Equity ratio (Times)	6.31	5.80

2. BUSINESS OPERATIONS
• Sanctions and Disbursements

During FY 25, your Company sanctioned loans to the tune of '47,453.11 Crore, thereby registering an
increase of 27.04% over the previous year's sanctioned amount of '37,353.68 Crore. Loans disbursed during
FY 25 were '30,167.87 Crore, showing an increase of 20.24% over the previous year's disbursed amount of
'25,089.04 Crore. Sector-wise details of sanctions and disbursements during FY 25 are as under:

(' in Crore)

S. No.	Sectors	Sanctions	%	Disbursements (Including out of previous year sanctions)	%
1.	Power Generation Projects	19,257.64	40.58	11,568.11	38.35
Â	a. Solar Power	10,611.70	22.36	6378.16	21.14
	b. Wind Power	1,587.48	3.35	1273.17	4.22
	c. Hydro Power	5,115.37	10.78	2047.69	6.79
	d. Hybrid Wind & Solar	1,943.09	4.09	1836.00	6.09
	e. Waste to Energy	0.00	0.00	33.09	0.11
2.	Manufacturing	6,044.40	12.74	1937.48	6.42
3.	Government Loans	10,950.00	23.07	10,950.00	36.29
Â	a. State UtiLities-Genco	1,500.00	3.16	1,500.00	4.97
	b. State Utilities-Discoms and others	9,450.00	19.91	9,450.00	31.32
4.	Ethanol	3,252.50	6.85	3109.73	10.31
5.	Electric Vehicle	425.37	0.90	285.79	0.95
6.	Short Term Loan	976.52	2.06	795.64	2.64
7.	Biomass (Briquetting, Gasification & Methanation from Industrial Effluents)	427.75	0.90	402.96	1.34
8.	Green Hydrogen & Derivatives	1,024.61	2.16	712.71	2.36
9.	Smart Meters	2346.46	4.94	393.00	1.30
10.	Miscellaneous including transmission, emerging technologies	2747.87	5.79	12.45	0.04
Â	Total	47,453.11	100	30,167.87	100

Cumulative sanctions and disbursements as on March 31,2025, stood at '2,37,915.64 Crore and '1,56,084.54
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 25, 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	3,054.23
Wind Power	275.25
Hydro Power	2,184.00
Solar and Wind Hybrid	330.90
Total Power Generation Capacity	5,844.38

B: Other Sectors: Capacity Sanctioned

Sectors	Sanctioned Capacity
Solar Manufacturing	21,300.00 MWp
Biofuel Ethanol	2,865 KLPD
Biomass (CBG)	232.03 TPD
Electolyzer Manufacturing	2000 MW
Green Hydrogen	0.22 TPD

• Loan Book Outstanding

The loan book of your Company has grown from '59,698.11 Crore as on 31^st March 2024 to '76,281.65 Crore
as on 31^st March 2025 registering a growth of 27.78%. The outstanding loan book as of the end of FY 25
categorized as public & private sectors is given below:

Sectors	Loan Amount (' in Crore)	%
Public	20,872.00	27
Private	55,409.65	73
Total	76,281.65	100

3. RESOURCE MOBILIZATION

Your Company has maintained a diversified borrowing mix to optimize the cost of funds. The total borrowings
of your Company stood at '64,740.31 Crore as of FY 25, as against '49,686.87 Crore at the end of FY 24.
During FY 25, your Company has raised long-term funds amounting to '25,200.46 Crore across different
sources as given below:

Source of Funding	FY 25	FY 24
Domestic Borrowing	Â	Â
Term loans from Banks & FIs	12,070.00	8,775.00
Unsecured Taxable Bonds	10,740.00	7,356.74
Perpetual Debt Instruments	1,247.00	--
Subordinated debt	910.37	--
Total(A)	24,967.37	16,131.74
Foreign Currency borrowing	Â	Â
Foreign Currency borrowing (International Resources)	233.09	269.44
Total(B)	233.09	269.44
Total (A + B)	25,200.46	16,401.18

Further, for maintaining adequate liquidity, your Company had also access to the sanctioned credit lines
to the tune of '5,480 Crore as on March 31, 2025, by various scheduled commercial banks for short-term
funding.

Green Bonds

Your Company had raised domestic taxable green bonds of '700 Crore and '865 Crore during FY 17 and
FY 19 respectively which are listed on both NSE and BSE. The proceeds of the bonds were utilized towards
financing the Solar and Wind sector, including refinancing of eligible projects as defined in the Green Bond
framework of your Company.

KPMG, India had provided its post-verification Independent Assurance Report for '865 Crore worth of Green
Bonds issued during FY 19 and M/s Emergent Ventures India Pvt. Ltd. had provided its post-verification
Independent Assurance Report for '700 Crore worth of Green Bonds issued during FY 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 your Company
conform to the continuous disclosure requirements of the applicable SEBI guidelines as amended from
time to time. The detailed report on utilization of the proceeds of Green Bonds is available on the website
and the same can be accessed at https://www.ireda.in/compliance-of-bonds

Perpetual Debt Instruments

During FY 25, your Company has raised an amount of '1,247 Crore through its first ever issue of Perpetual
Debt Instruments (PDI). The subject PDI has no maturity and is callable only at the option of the Company
after 10 years and each anniversary thereafter. Other relevant disclosure on PDI appears in Notes to
Accounts of the financial statements forming part of this Annual Report.

4.    CREDIT RATING

During the year, your Company received international issuer rating of BBB- (long term) and A-3 (short term)
with Stable Outlook from S&P Global Ratings Limited.

Further, your Company has been upgraded from AA+ (Positive) to AAA (Stable) by CARE Ratings Limited
in June 2024 in respect of all categories of domestic instruments rated by them. The Credit rating of
all domestic debt instruments (except PDI) are AAA (Stable) as rated by ICRA Limited, India Ratings &
Research Private Limited, Brickwork Ratings India Private Limited and CARE Ratings Limited. PDI is rated
AA+(Stable) by ICRA Limited and India Ratings & Research Private Limited.

Further, Long term loan & Short-term loan from banks / financial institutions have been assigned "AAA"
Stable and "A1 + " respectively by ICRA Limited, India Ratings & Research Private Limited and Acuite Ratings
& Research Limited.

Gol Fully Serviced Bonds are rated "AAA" Stable from India Ratings & Research Private Limited, ICRA
Limited and CARE Ratings Limited.

5.    FINANCING SCHEMES & INITIATIVES

Your Company reviews its policies/procedures from time to time, to suitably align with market requirements,
corporate objectives, and applicable statutory & regulatory requirements. Your Company provides a
comprehensive range of financial products and related services from project conceptualization to the post¬
commissioning stage for RE projects and equipment manufacturers. During FY 25, your Company has
introduced various new schemes and modified existing schemes/policies not only to sustain the growth
of your 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, Advanced Metering Infrastructure Service Provider (AMISP) etc.

Further, your Company has also extended support to MSMEs, such as requirement of one external rating for
applicability of rebate in interest rate against normal requirement of two external ratings and assignment
of project rights by way of undertaking against registered deed.

To align with the Government initiatives, your Company has also supported projects in PM-KUSUM segments
and Rooftop Solar (in aggregator mode). Under PM-KUSUM segment, your Company has sanctioned '3,032
Crore and disbursed '761 Crore during FY 25.

Further, your Company has been appointed as the Implementing Agency for the following schemes and
programs of the Ministry of New & Renewable Energy (MNRE):

•    MNRE CPSU Scheme - Phase-II, Tranche-III

•    National Bioenergy Program

•    National Programme on High-Efficiency Solar PV Modules under PLI scheme, Tranche-I

•    Generation Based Incentive (GBI) Scheme

6. RECOVERY, REVIEW MONITORING & STRESSED ASSETS MANAGEMENT

Your Company has a dedicated Recovery & Review Monitoring department for regular monitoring of projects
and review 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, underlying causes and timely initiation of resolution/recovery actions, wherever required.

On occurrence of default in the borrower's account, your Company initiates necessary steps which may
involve action(s) including, but not limited to, follow-up with the borrower 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 and, 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. The status of Gross Non-Performing assets (GNPAs) & Net Non-Performing Assets
(NNPAs) is summarized in the table below:

Â	FY 25		FY 24
Â	Amount (' in Crore)	%	Amount (' in Crore)	%
Gross NPA	1,866.25	2.45	1,410.85	2.36
Net NPA	1,020.67	1.35	581.21	0.99

With a focused approach, '287.76 Crore has been recovered from NPA/stressed loans during FY 25 which is
the highest recovery in last three years. The amount recovered from NPAs includes '134.00 Crore towards
Principal, '147.06 Crore towards Interest Income and '6.70 Crore towards other income. The recovery
amount includes '24.74 Crore from written off/loss assets during FY 25. Further, your Company carries
out a Credit Risk Assessment of the loan book based on the Expected Credit Loss Methodology and on this
basis, provisioning is done for loan assets depending on the stages & expected loss.

Asset Quality

Â	FY 25			FY 24
Â	Stage 1 & 2	Stage 3	Total	Stage 1 & 2	Stage 3	Total
Public / Government	20,820.89	51.11	20,872.00	14,939.97	-	14,939.97
Private	53,594.51	1,815.14	55,409.65	43,347.29	1,410.85	44,758.14
Total Outstanding loan (A)	74,415.40	1,866.25	76,281.65	58,287.26	1,410.85	59,698.11
Total provisioning (B)	1,048.44	845.58	1,894.02	846.29	829.64	1,675.93
Net Assets	73,366.96	1,020.67	74,387.63	57,440.97	581.21	58,022.18
Provisions (%) (B/A)	1.41%	45.31%	Â	1.45%	58.80%	Â

Your Company received an interim order from SEBI on 16.04.2025 w.r.t. irregularities in operations of
M/s Gensol Engineering Limited (GEL). The matter was examined by Internal Investigation Committee of
your Company and on their recommendation, your Company has filed a complaint with Economic Offence
Wing (EoW) of Delhi Police. Further, the Company received invocation requests under certain POI/LOC
issued in favour of GEL and accordingly, '10 Crore on 19.04.2025 and '70.12 Crore on 30.04.2025 were
invoked and converted to loan account as per agreement. The Company subsequently recalled the loan,
pursuant to which applications were filed against M/s Gensol Engineering Limited (GEL) and M/s Gensol
EV Lease Pvt. Ltd for initiation of corporate insolvency resolution process under Section 7 of Insolvency and
Bankruptcy Code, 2016 (IBC) in National Company Law Tribunal (''NCLT’’) and the same were admitted on
13.06.2025. Accordingly, IRP has been appointed by the NCLT, who has taken over the business operations
of the companies. In response to invitation of claims by the IRP, IREDA being a financial creditor has filed
its claims. Further, applications for recovery of debt have been fifed before Hon'bfe Debt Recovery Tribunal
under Section 19 of the Recovery of Debt and Bankruptcy Act, 1993 against M/s GEL, M/s Gensof EV Lease
Pvt. Ltd., for an amount of '510.00 Crore and '218.95 Crore, respectively. The Company is also pursuing
other course of action. The accounts are secured by hypothecation of project assets and collateral of PG, CG
and pledge of equity shares etc.

7.    SHARE CAPITAL

The Authorized Share Capital of your Company is '6,000 Crore divided into 600,00,00,000 Equity Shares
of '10/- each. The paid-up equity share capital of your Company as on March 31, 2025, is '2,687.76 Crore,
comprising 268,77,64,706 equity shares of the face value of '10/- each.

Further, Department of Investment and Public Asset Management, MoF, GoI vide OM dated 18.09.2024
approved the issue of fresh equity shares through QIP route, in one or more tranches with dilution of GoI
shareholding up to an extent of 7% of the paid-up equity on post issue basis. Subsequently, the Board of
Directors accorded approval to raise equity capital for an amount aggregating upto '5000 Crore in one or
more tranches through QIP subject to maximum dilution of 7% of the paid-up equity on post issue basis.
Also, the Shareholders of the Company in its 22^nd EGM held on 24.02.2025 approved the said proposal.
Accordingly, the Company has allotted equity shares having Face Value of '10/- each to Qualified Eligible
Buyers at a premium of '155.14 per share aggregating to total equity fund raising of '2,005.90 Crore. As
on June 30, 2025, the paid-up equity share capital of the Company stands at '2,809.23 Crore (GoI holds
71.76 % of the paid-up equity share capital).

The details of the dematerialization of shares and Demat Suspense Account / Unclaimed Suspense Account
are provided in the Corporate Governance Report as annexed to this report.

8.    DIVIDEND

As per the guidelines issued by the Department of Investment and Public Asset Management (DIPAM)
vide OM dated 27.05.2016 on Capital Restructuring, and subsequently revised on 18.11.2024, detailing the
guidelines for payment of Dividends, all Central Public Sector Enterprises (CPSEs) are required to pay a
minimum annual dividend of 30% of Profit After Tax (PAT) or 4% of Net Worth, whichever is higher. Your
Company, being a CPSE in the finance sector (NBFC), is however required to pay minimum annual dividend
of 30% of PAT subject to the limit, if any, under any extant legal provisions.

Keeping in view the need for further capital augmentation to enhance lending towards India's renewable
sector, your Company has been exempted from the payment of dividend for FY 25 by DIPAM.

9.    SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANY

During FY 25, your Company has incorporated a wholly owned subsidiary Company i.e. M/s IREDA Global
Green Energy Finance IFSC Limited at IFSC, GIFT City, Gujarat on May 7, 2024. The Company has received
the Certificate of Registration dated 18.02.2025 from International Financial Services Centre Authority
(IFSCA) to undertake the activities as a Finance Company. This subsidiary Company will act as an offshore
platform for securing funds and tapping new business opportunities in foreign currency to drive growth in
the RE sector. The financial performance of the subsidiary Company for FY 25 is provided here under:

Particulars	FY 25
Total Income	0.91
Profit Before Tax	(0.28)
Profit After Tax	(0.28)
Net Worth	26.36

As on March 31,2025, the Company does not have any Associate or Joint Venture Company.

During FY 25, the Board of Directors has accorded approval for incorporation of a wholly owned subsidiary
for renewable energy financing in retail segment subject to the requisite approvals. In this regard, the
Company has received approval from the Department of Investment and Public Asset Management (DIPAM)
& the Ministry of New and Renewable Energy (MNRE), and other statutory & regulatory approvals are in
process.

Also, the Board of Directors has accorded approval for equity investment of 5% each in M/s GMR Upper
Karnali Hydropower Ltd. (GUKHPL), Nepal & M/s Karnali Transmission Company Pvt. Ltd. (KTCPL), Nepal,
subject to statutory and regulatory approvals. The proposed investment is in association with SJVN Limited
and GMR group for setting up of 900 MW Upper Karnali Hydro-Electric Power Project and associated
transmission tine in Nepal. The proposed shareholding in the 900 MW Upper Karnali Hydro-Electric
Power Project (through GUKHPL) is 34%, 34% and 5% by SJVN, GMR and IREDA respectively with 27% free
equity issue to the Nepal Electricity Authority (NEA) while the proposed shareholding in the associated
transmission line (through KTCPL) is 47.5%, 47.5% and 5% by SJVN, GMR and IREDA respectively. The
approval of the Ministry of New and Renewable Energy and the Department of Investment and Public Asset
Management have been received. Also, post the end of the FY 25, RBI has also granted an exemption from
paras 46.2 (i) and (iii) of the Master Direction - RBI (NBFC - Scale Based Regulation) Directions, 2023 for
the proposed equity investment of 5% each in GUKHPL and KTCPL, subject to compliance of conditions
mentioned therein.

10. CONSOLIDATED FINANCIAL PERFORMANCE

Pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder (the Act) and Indian
Accounting Standards, the Company has prepared the Consolidated Ind-AS Financial Statements for FY 25,
that include its wholly owned subsidiary Company i.e. IREDA Global Green Energy Finance IFSC Limited
(Audited). The Consolidated Financial Statements shall also be laid before the 38^th Annual General Meeting
along with the Standalone Financial Statements of the Company for adoption. Pursuant to Section 129(3) of
the Act, a statement containing the salient features of the financial statements of subsidiaries/ associates/
joint ventures in Form AOC-1, forms part of this Annual Report. The Audited Ind-AS Financial Statements
including the Consolidated Ind-AS Financial Statements and Audited Accounts of subsidiary of the Company
are available on the website of the Company. Further, these documents would be kept open for inspection
through electronic mode by any member or any trustee for debenture holders.

The highlights of the consolidated financial statements for FY 25 are placed herewith:

Particulars	FY 25	FY 24
Revenue from Operations	6,743.32	4,963.93
Profit Before Tax	2,103.54	1,685.25
Profit After Tax	1,698.34	1,252.24
Total Assets	79,734.95	62,600.45
Total Liabilities	69,468.41	54,041.03

11.    ISO CERTIFICATION

Your Company is an ISO 9001:2015 & ISO 27001:2022 certified organization. The ISO 9001:2015 Certificate
has been awarded by Bureau of Indian Standards (BIS) for Quality Management System (QMS). With better
process management, your Company maintains quality, consistency and customer satisfaction in its
business operations.

ISO 27001:2022 Certificate has been awarded by IQCS Certifications Private Limited 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.

12.    RISK MANAGEMENT POLICY OVERVIEW

Your Company has established a comprehensive policy framework for management of risks. The Risk
Management Framework encompasses credit risk, market risk as well as operational risk management.
The Risk Management Policy, evolved under the guidance of the Risk Management Committee (RMC) and
duly approved by the Board of Directors, is refined periodically based on emerging market trends and own
experience. The Risk Management Committee is headed by an Independent Director.

IREDA's comprehensive risk management is overseen by the Board of Directors. The Risk Management
Committee is a Board-level Committee that guides the development of policies, procedures, and systems
for our evolving business landscape. The independent Risk Management function is headed by the Chief Risk
Officer (CRO), who maintains regular communication with the Committee members. The Risk Management
function is independent from business and reports directly to the Chairman and Managing Director. Our
structured risk framework through the Internal Capital Adequacy Assessment Process (ICAAP), identifies,
assesses, and manages risks that could impact on our business, financial position, or capital adequacy.

Your Company has an internal Audit Department for assessing the adequacy and effectiveness of aft internal
controls, risk management practices, governance systems, and processes.

The Prudent Risk Management policies are ratified by the Board of Directors to ensure compliance with RBI
guidelines and SEBI (LODR) Regulations, 2015, forming the regulatory framework for aft business activities.
The Risk Management Committee also considers the matters which are specifically referred to it by the
Board of Directors, besides considering the mandatory requirements of the Regulation 21 read with Part
D of Schedule II of SEBI (LODR) Regulations, 2015, issued from time to time. The Board has the overall
responsibility of risk management which takes care of managing all aspects of risk in the organization.

Your Company's risk management framework is built on clear understanding of various risks, disciplined
assessment and measurement, continuous monitoring, and a commitment to ongoing improvement.

Credit Risk Management

Your Company's core business is lending, which exposes it to various types of credit risk especially
diminution in the credit quality of borrowers or counterparties, losses stemming from outright default,
and/or reduction in portfolio value. Your Company is adhering to RBI mandated prudential norms, ensuring
portfolio diversification, following stringent credit approval processes, and conducting regular monitoring
and timely remedial measures.

During FY 25, focused efforts were made to resolve the stressed assets portfolio and sustain asset quality
through institutionalized processes.

Operational Risk Management

Operational risks refer to potential losses arising from inadequate or failed internal processes, people,
and systems or from external events. Your Company has established an Operational Risk Management
Committee, which is a functional-level Committee to identify, review and manage operational risks. Your
Company is strengthening Operational Risk Management Framework, which follows the 'three lines of
defense' model for systematic risk control. Your Company's operational control framework covers the
system of internal controls and monitoring procedures with functional heads regularly assessing and
preparing for emerging risks. By implementing robust risk management procedures, your Company strives
to minimize operational disruptions and enhance customer satisfaction.

Liquidity Risk Management

Liquidity Risk is the risk that a Company may not be able to raise funds, meet its financial obligation
due to an asset liability mismatch or interest rate fluctuation or lack of sufficient cash. Your Company's
liquidity and interest rate risk management framework is well defined in the Board approved Asset Liability
Management Policy.

The exposures arising from borrowings and other liabilities, along with related risks from existing and future
lending and borrowing activities including the availability of committed credit lines and borrowing facilities
are managed by a dedicated ALM group. These are periodically reviewed by the Asset-Liability Committee
(ALCO) in alignment with management objectives and the Board-approved Risk Appetite Framework.

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, and security 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, and
spread. To mitigate interest rate risk, lending rates and both weighted average and incremental borrowing
costs are regularly assessed against prevailing market rates. The ALM Division conducts risk measurement
through cash flow forecasting, sensitivity analysis, concentration limits, and, where applicable, derivative
contracts or hedging.

The Asset-Liability Committee (ALCO) reviews liquidity gap reports, Liquidity Coverage Ratio (LCR), Stock
ratios, and High-Quality Liquid Assets (HQLA) to ensure sound liquidity and interest rate risk management.

Foreign Currency Risk

Our Company has a Board approved Foreign Exchange and Derivatives Risk Management Policy which,
inter-aLia, covers the management of foreign exchange risk emanating from existing and future foreign
currency loans. The objective of the policy is to serve as a guideline for transactions to be undertaken for
hedging foreign exchange-related risks including but not limited to interest rate risk and currency risk.

Foreign currency exchange rate movements may adversely impact the value of foreign currency borrowing
outstanding of '8,527.61 Crore, which accounts for 13.17% of the total borrowing of your Company
of '64,740.31 Crore, as on 31^st March 2025. The overall foreign currency borrowing has reduced from
'9,298.67 Crore (18.71% of the total borrowings) as on 31^st March 2024 to '8,527.61 Crore (13.17% of the
totaL borrowings) as on 31^st March 2025. The totaL foreign currency borrowing outstanding of '8,527.61
Crore comprises of USD 540.10 million (equivalent to '4,622.24 Crore), JPY 51,923.38 million (equivalent to
'2,946.65 Crore) and EUR 103.84 million (equivalent to '958.72 Crore) as on 31^st March 2025.

Your Company can undertake derivative products (generic and/or structured instruments) as per the RBI
guidelines to lower/mitigate the risks as per the Foreign Exchange and Derivatives Risk Management Policy.

As on March 31, 2025, out of the total foreign currency borrowing, 72.32% is hedged i.e. '6,166.90 Crore,
comprising USD 513.85 million (equivalent to '4,397.58 Crore), JPY 20,420.10 million (equivalent to '1,158.84
Crore) and EUR 66.12 million (equivalent to '610.48 Crore). Your Company had an open foreign currency
exposure of '2,360.71 Crore including part hedged foreign currency loans of EUR 30.38 million (equivalent
to '280.52 Crore) and JPY 2,371.50 million (equivalent to '134.58 Crore) which is 27.68% of the total foreign
currency borrowing outstanding. The open foreign currency exposure as on March 31, 2025, is within the
prudential limit prescribed under the Board approved Foreign Exchange and Derivatives Risk Management
Policy.

Your Company as per its overall strategy, uses derivative products to hedge its risks associated with foreign
currency borrowings. Your Company does not use derivative contracts for speculative purposes.

Asset Liability Management

Your Company has put in place a comprehensive Board approved Asset Liability Management (ALM) Policy
formulated in line with the RBI guidelines. The objectives of ALM policy are to align management of various
risks with overall strategic objectives while ensuring maintenance of sufficient liquidity, to withstand a
range of stress events.

Your Company has an Asset Liability Management Committee (ALCO) with the CMD, Whole-time Director
and Senior Officials as its members, which meets regularly for review of liquidity and interest rate risks.
Liquidity risk is assessed and monitored by analyzing cash inflows and outflows which are spread over time
buckets. Adequate credit facilities and liquid assets are ensured to mitigate liquidity risk.

Your Company has a well-laid out reporting system for ALM, pursuant to which requisite remedial measures
are taken. By adhering to the ALM policy, your Company ensures prudent management of its assets and
LiabiLities.

Information and Cyber Security Risk Management

Your Company has in place an IT Strategy Committee, Information Security Committee, and IT Steering
Committee in compliance with the RBI Master Direction on Information Technology Governance, Risk,
Controls and Assurance Practices. These Committees review the IT strategies including IT Security in
sync with the Corporate Strategy & Board policies, and monitors the IT Risks, Controls, Cyber Security
arrangements and other matters related to IT Governance ensuring an effective and robust IT system in
place.

In line with the RBI Master Direction on Information Technology Governance, Risk, Controls and Assurance
Practices, your Company has implemented various IT Security policies including but not limited to Change
Management, Information Security, Business Continuity Management, Access Control, Information Asset
Management and Cyber Security etc.

13. SOLAR POWER PROJECT

Your Company has fully commissioned 50 MW solar power project located in Kasargod, Kerala. The plant is

running at full capacity, generating renewable energy that is supplied to the Kerala State Electricity Board
(KSEB) under a long-term Power Purchase Agreement (PPA).

The electricity generated from this project is billed at a tariff of '3.83 per unit, in accordance with the order
issued by the Kerala State Electricity Regulatory Commission (KSERC).

Beyond contributing to India's clean energy transition, this project plays a key role in your Company's
commitment to sustainability and carbon neutrality. During FY 25, the 50 MW solar power plant generated
70.53 million units, contributing to a reduction of 59,958 tons of CO₂ emissions, supporting the broader
national decarbonization goals.

14.    INFORMATION TECHNOLOGY INITIATIVES

To facilitate the transition to a paperless environment and increase operational efficiency in internal
decision making, your Company had already adopted an E-Office system on Cloud. During FY 25, the
E-Office was migrated to its latest version to enhance data security by introducing controls such as Captcha
Authentication and disaster recovery capabilities, ensuring the integrity and availability of critical documents
and information stored in E-Office. The use of E-Office has empowered your Company with a modern,
scalable, and secure digital workspace that supports seamless collaboration and boosts productivity which
resulted in efficient and timely processing of files.

Your Company has been continuously reviewing and monitoring the security posture of the IT Infrastructure
and significant steps have been taken to enhance its IT Infrastructure Security. This includes implementation
of security controls such as Multifactor Authentication, Zero Trust Network Access, regular conduct of
IT Security Audits, closure of observations to ensure the effectiveness and robustness of our security
measures.

To improve transparency and reduce manual intervention, your Company has been proactively automating
its business processes. As part of this initiative, your Company has successfully transitioned its ERP
solution to the latest cloud-based version. This migration has significantly enhanced the automation and
integration of business workflows while introducing new features and improvements. Additionally, this
shift has transformed the lending process by eliminating paper usage, fostering greater transparency,
accountability, and more efficient monitoring. Through the adoption of digital platforms, productivity has
been notably increased.

Your Company also launched an enhanced Customer Portal, providing a two-way interactive platform
for seamless communication between customers/applicants and the Company. This advancement has
resulted in enhanced customer experience and improved operational efficiency. The real-time information
exchange and the online document repository will further streamline processes and reduce turnaround
time, benefiting both your Company and its customers.

15.    CUSTOMER RELATIONS

Your Company has established a dedicated team for Business Development which gathers market
intelligence and reaches out to potential clients. In particular our business development team plays a
crucial role in onboarding players across new and emerging technologies such as Green Hydrogen, Electric
Mobility, Smart Metering Infrastructure etc. To maintain its position as a premier financial institution in
the renewable energy sector, your Company actively engages with the borrowers and other stakeholders
to gather their feedback. This input is instrumental in reviewing and refining both policies and operational
processes, with a focus on enhancing the ease of doing business. During FY 25, your Company organized 4
(Four) 'Borrower's Meets', which were attended by both existing and prospective borrowers.

Your Company has created a digital interface for its stakeholders enabling virtual interaction for lending
and various other services, without need for physical meetings. An Online Customer Portal is available on
the website of your Company, whereby the new borrowers can submit an online loan application and obtain
real-time information on their application status and other relevant details.

For continual brand building, traditional media presence and social media platforms are being effectively
used by your Company for information dissemination on various important events.

16.    WORLDWIDE EXHIBITIONS AND CONFERENCES

During FY 25, your Company actively participated in prominent Domestic and International exhibitions and
conferences, highlighting its financial products and accomplishments on a global stage. Notable events
included World Future Energy Summit -2024, UAE; Intersolar- 2024, Munich, Germany; RE Invest- 2024
Gandhinagar, Gujarat; World Future Energy Summit -2025, UAE; 26^th World Energy Congress, Rotterdam,
the Netherlands; Utkarsh Odisha - Make in Odisha Conclave 2025, Bhubaneswar, Odisha; Pravasi Bhartiya
Diwas-2025, Bhubaneswar, Odisha; Rising Rajasthan: Global Investment Summit 2024, Rajasthan; National
dialogue by Centre for Science and Environment (CSE), Alwar; CMA Achiever's Meet, New Delhi; 39^th Indian
Engineering Congress, Kolkata; Odisha Solar Investor Conference, Bhubaneswar; where it showcased its
contributions to renewable energy development through discussions and screening of its corporate film.

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

Conservation of Energy and Technology Absorption

Your Company being an NBFC, finances the Renewable Energy and Energy efficiency projects. As such, the
information pertaining to conservation of energy and technology absorption is not applicable. However, to
achieve net zero in carbon emissions, the Company has set up 50 MW solar power project in Kasargod,
Kerala.

Foreign Exchange Earnings and Outgo

During FY 25, there were foreign exchange earnings of '1.75 Crore on account of interest on foreign currency
deposits, as against foreign exchange outgo of '248.28 Crore on account of interest and commitment
expenses.

18.    CORPORATE SOCIAL RESPONSIBILITY

Your Company is strongly committed to being a socially responsible agency that actively contributes to
society and the nation 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 its CSR initiatives, your
Company aims to promote and will continue to facilitate enhancement of value creation in society through
contribution in sustainable community and environmental projects in the field of healthcare, nutrition,
renewable energy, energy efficiency, clean technologies etc. towards environmental and social development
of the Country.

Additionally, your Company focuses on areas such as environmental protection, promotion of green and
energy-efficient technologies, and 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.

Your Company has in place a Board Level CSR Committee. Your Company's CSR Policy is available at https://
www.ireda.in/images/HTMLfiles/CSR%20POLICY%20 %20IREDA 2425.pdf

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 25. Out of the total 13
(Thirteen) CSR projects sanctioned during FY 25, your Company has undertaken 6 projects that specifically
focus on the annual theme of "Health & Nutrition". Your Company has sanctioned 3 (Three) CSR projects in
the aspirational districts declared by the Government of India, which are as follows:

•    Financial assistance of an estimated cost of '5,04,56,000/- (Including Taxes) for supply and installation
of 3 kWp offgrid solar power systems at 120 nos. of Anganwadi or Centres and 50 nos. of health
centres at the aspirational district of Chandauli, Uttar Pradesh

•    Sanction of Financial assistance of an estimated cost of '10,25,00,398/- (Including Taxes) towards
procurement of medical equipment's to be utilized at Homi Bhabha Cancer Hospital & Research
Centre, Muzaffarpur, Bihar

•    Financial assistance of an estimated cost of '31,36,767/- (Including Taxes) for construction of Pipeline
systems, platform, shed and completion of other required works at Community Health Centre, Itwa,
Siddharthnagar; UP for installation of medical oxygen plant.

During FY 25, your Company sanctioned '24.34 Crore for a total of 13 projects under CSR funds for FY 25
(excluding administrative overheads for an amount of '0.02 Crore) and released an amount of '2.33 Crore

from the CSR funds for FY 25 based on the project's progress (including administrative overheads). Further,
an amount of '4.99 Crore was released and utilized for project expenditure in FY 25 from the unspent
account of FY 24, while an amount of '0.42 Crore was released and utilized for project expenditure in FY 25
from another unspent account for previous CSR projects. Apart from the above, an amount of '8.43 Lakh
relating to completed project from previous years wherein no further disbursement was required and hence
transferred to Clean Ganga Fund in FY 25.

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.

19. HUMAN RESOURCE DEVELOPMENT

As your Company navigates an ever-evolving business landscape, its human resource function remains
committed to fostering a culture of excellence and inclusivity. Human capital is the backbone of your
Company, and its importance cannot be overstated. It drives creativity, innovation, and productivity,
contributing not only to the operational efficiency but also to the strategic growth of your Company.

> HR Purpose:

Your Company believes in building strong value system and implementing best practices to enhance
and improve its capabilities and achieve organizational objectives. The HR strategy continues to align
with the Company's goals, ensuring to attract, develop, and retain top talent to drive sustainable
growth and contribute to the broader mission of the Company. People processes/practices have
been designed and executed to facilitate a conducive work environment. To create an engaging and
interactive workplace, the human resource team has framed a well-defined HR policy, encompassing
strategies for the healthy development of employees. To ensure effective implementation of policies,
IT tools are pre-configured with checks and workflows. Further, your Company frequently evaluates
the employees benefits and remuneration policy, to benchmark it with industry standards.

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>    Elevated Engagement Levels:

By implementing targeted initiatives, your Company aims to enhance employee engagement. This
involves creating a workplace where employees feel connected, motivated, and aligned with your
Company's mission.

By fostering a positive work environment and promoting employee engagement, IREDA can enhance
morale, job satisfaction and loyalty. Investing in employee wellbeing initiative, such as health and
wellness programs, promotes physical and mental health, reducing absenteeism and improving
overall efficiency. Training, mentorship, and performance management systems are leveraged to
nurture talent and drive continuous improvement. Regular feedback mechanisms and opportunities
for training & skill development contribute to a positive employee experience.

Employee Engagement Initiatives undertaken during FY 25 are as below:

•    International Yoga Day celebration on 21^st June 2024

•    De-cluttering / cleanliness drives between 1^st June to 4^th June 2024 and 14^th to 30^th September
2024 as part of 'Swachhata Hi Sewa' Campaign

•    Tree plantation drive "Ek Ped Maa Ke Naam" as part of the "Swachhata Hi Seva 2024" campaign
on 26^th September 2025

•    Diwali Celebration on October 30, 2025

•    Sports Day - Badminton Tournament organized on 30^th November 2024 under the Fit India
Movement

•    National Mission for TB-Free India campaign on 12^th & 13^th February 2025

•    International Women's Day celebration on 8^th March 2025

•    Foundation Day Celebration on 11^th March 2025

To promote health and well-being of employees, your Company has organised preventive health
checkups in October 2024 and January 2025.

To enhance personality development as well as to enhance mindfulness & concentration at job, your
Company organises guided meditation sessions on daily basis. As part of employees' holistic wellness
and mental wellbeing, daily yoga sessions are also conducted.

Your Company also has a 'Fitness Centre' in its Business Centre equipped with latest fitness equipment
and qualified trainers.

>    HR Demographics:

The total employee strength of your Company was 166 as on March 31,2025 as against 173 as on March
31, 2024, excluding Board Level Executives. Out of total employee strength of 166, 150 employees
are holding executive level positions. The attrition rate of your Company was 2.95 %, excluding
superannuation & death cases. The average age of the employees as on March 31,2025 is ~43.5 Years.

>    Strong Empowered Women: Bright Futures

Your Company focuses on creating equal opportunities for women, ensuring their participation in
all levels of the organization, and promoting their growth and development. Your Company remains
committed to fostering women empowerment across all levels of operation. In FY 2024-25, number
of female staff was 47 i.e. 28.31% of total employee strength. Out of total women employees, 97.87%
are holding executive level positions. We actively encourage equal opportunities for women and
promote gender diversity through inclusive hiring, leadership development programs, and supportive
workplace policies. Through our commitment and continuous efforts, we continue to align with the
Government of India's vision for inclusive growth and equitable participation of women in the financial
ecosystem.

>    Agile Workforce Development: Training & Development

Your Company believes in collectively enhancing the knowledge of its employees and nurturing its
human talent through ongoing capacity building and training. Your Company conducted regular

training programs and workshops for employees on various areas related to its operations. In FY 25,
employees have been imparted training on various topics like Advanced Management Development
Program, Leadership communication skills for Central Public Sector Enterprises, public procurement,
Infrastructure finance, Corporate risk management, Insolvency and Bankruptcy Code (IBC) for Asset
Resolution, Vigilance administration, Business Analytics for Strategic and Tactical Level Decision
Making, etc.

The employees had the opportunity to learn, develop and enhance their skills both through offline and
virtual modes of training, lecture series and other focused development training programs conducted
regularly. Your Company also promoted knowledge sharing and learning on the job through transfers
and job rotation of employees within the organization.

Your Company provides specialized training programs from various premium educational institutes/
organizations - IITs, IIMs, AJNIFM, etc. There are various training programs conducted by the Ministry
of New and Renewable Energy (MNRE), Department of Public Enterprises (DPE), DIPAM-CBC, etc.

Customized virtual in-house programs were organized along with other need-based programs.
The range of training imparted includes orientation programs for new recruits as well as hands-on
managerial, behavioral, and leadership training for employees. A few such programs are listed below:

•    Advanced Management Development Program on 'Return on Training Investment (ROTI) &
Valuation of Intangibles'

•    Enhancement of Leadership Communication Skills of CPSEs Executives

•    Overview of GFR and Public Procurement through GeM

•    Virtual training on 'Corporate FX Risk Management'

•    Workshop on Public Private Partnership (PPP)

•    Infrastructure Finance

•    Training Program on 'Insolvency and Bankruptcy Code (IBC) for Asset Resolution'

•    Business Analytics for Strategic and Tactical Level Decision Making

•    Leadership workshop on "Discover the Power Within"

•    Workshop on Information and Cyber Security

•    Vigilance Administration

As part of its holistic wellness initiatives, your Company also facilitated employee participation in an
Ayurveda and Naturopathy course organized by a reputable institute.

During FY 25, various lecture series, focused development training programs and workshops were
organized by your Company leading to the achievement of 1,523 training man-days.

By promoting a culture of employee well-being, strategic alignment, and continuous learning, IREDA
cultivates an agile and motivated workforce. This strategic focus on human capital not only propels
IREDA towards its long-term goals but also strengthens its ability to create sustainable value for
stakeholders, cementing its competitive edge and resilience in a rapidly changing environment.

> 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, 2025, are as under:

Group	Total Employees	SCs	STs	OBCs
A	146	14	06	26
B	04	01	-	-
C	16	03	01	03
D	-	-	-	-
Total	166	18	07	29

>    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 incidents. Your
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 25, no complaints have been received on this subject.

>    Grievance Redressal

Your Company has Grievance Redressal Mechanism in place for both public and employees. Grievance
Redressal Committee Meetings are being held every quarter, and all the grievances are addressed
expeditiously through well-defined procedures. Your Company also has a dedicated "Online Portal for
Grievance Redressal" for employees.

Also, your Company has a notified Citizen's Charter for ensuring transparency which is available on
Company's website.

>    Particulars of Employees

As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company
is required to give a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules in the Annual Report of the Company.
However, as per notification dated June 05, 2015, issued by the Ministry of Corporate Affairs,
Government of India, government companies are exempted from complying with provisions of section
197 of the Companies Act, 2013. Your Company is a government Company therefore, such particulars
have not been included as part of the Directors' Report.

>    Other Highlights

•    "LOTTO LOPNTT - ILdTj LOPNTT"

To commemorate the 10^th anniversary of the launch of Swachh Bharat Mission, Swachhata Hi Sewa
2024 campaign was observed in your Company from 14^th September to 1^st October 2024 with the theme
of 'Swabhav Swachhata - Sanskaar Swachhata'. As part of the fortnight campaign, your Company
organized de-cluttering / cleanliness drive. Your Company also participated in a tree plantation drive
"Ek Ped Maa Ke Naam" at an orphanage in New Delhi, organized interactive session on 'Swabhav
Swachhata - Sanskaar Swachhata', followed by administering Swachhata Pledge.

Your Company also participated in beautification and transformation of Cleanliness Target Units (CTU)
/ Swachhata Lakshit Ekayi in Aspirational Districts of Chandauli, Uttar Pradesh. Health Camp for
Safaimitras as part of Safaimitra Suraksha Shivir were also organised by your Company.

•    Ni-Kshay Shivirs for TB-Free India

Your Company conducted awareness session on 'TB Awareness' on 12^th February 2025 as part of
the 100-Day Intensified Campaign on TB Elimination launched by the Ministry of Health and Family
Welfare, Government of India. Team from the Centre TB Division, Ministry of Health and Family Welfare
conducted Ni-Kshay Shivir screenings on 12^th & 13^th February 2025 at your Company's Corporate Office
in New Delhi providing on-site screening and consultations to encourage timely medical intervention.

The session aimed at educating your employees about TB prevention, early diagnosis, and the benefits
of treatment for silent TB infection. Your Company also administered the "Ni-Kshay Shapath" for a
TB-free India to all employees via a virtual platform.

•    International Yoga Diwas: Connecting Body, Mind and Soul

Your Company celebrated the International Day of Yoga with the theme 'Yoga for Self and Society' on
21^st June 2024 under the directions of MNRE, in collaboration with SECI. A mass yoga demonstration
was organized at Thyagaraj Stadium, New Delhi based on the Common Yoga Protocol where all
employees participated.

20. OFFICIAL LANGUAGE IMPLEMENTATION

Your Company is committed for implementing the guidelines and instructions issued by Department of
Official Language, Ministry of Home Affairs, Government of India and Nagar Rajbhasha Karyanvayan Samiti
(NARAKAS). The targets set for typing and short-hand training were achieved during FY 25. Newly appointed
officers are nominated for Hindi language training. The progressive use of Hindi as the Official language
is encouraged in your Company and Check Points based on the Official Language Annual Programme was
circulated timely during the month of April 2024. To promote the use of the Official language Hindi, bilingual
version of IREDA intranet portal and IREDA website is available. To promote the use of the Official language
Hindi in office work, Hindi words with English meaning is done daily through SMS notification. To facilitate
using Hindi in e-office and daily typing work, Hindi typing fonts have been made mandatory available in all
computers. As a part of compliance with the implementation of the Official language Guidelines, regular
Hindi workshops and Hindi meetings are organized from time to time. During FY 25, 4 (four) Hindi workshops
were successfully organized through virtual mode through which information about the guidelines of the
Government of India was shared.

Hindi Pakhwada was celebrated from 14^th September to 28^th September 2024 to promote the use of Rajbhasha
Hindi in office work. During this Pakhwada, many competitions were successfully organized through virtual
mode, in which employees participated enthusiastically, and a poetry recitation competition was also
organized for the children of IREDA employees. Certificates were also awarded to all the winners in the
closing ceremony of Hindi Pakhwada. To promote the use of Rajbhasha Hindi, E-magazine 'Akshay Kranti'
is published regularly in IREDA. In the closing ceremony of Hindi Pakhwada, IREDA's Hindi E-magazine
'Akshay Kranti' was released which is also available on IREDA's Hindi website. Hasya Kavi Sammelans were
organized in the ceremony for Retired Officers and Stakeholders in IREDA.

During FY 25, the implementation of Official Language Policy of IREDA was inspected by Administrative
Ministry i.e., Ministry of New and Renewable Energy on November 20, 2024, and in this regard your Company
was appreciated by the Administrative Ministry.

Under the aegis of Town Official Language Implementation Committee (Undertaking-I), Delhi, your Company
has organized a competition on Official Language Knowledge and Hindi Grammar for all the undertakings
in which a total of 12 participants from various undertakings have participated. For this, your Company was
honoured with the 'Organizer Award' by NARAKAS.

21. Reporting under Public Procurement Policy for Micro & Small Enterprises Order 2012

In compliance of the Public Procurement Policy for Micro and Small Enterprises, issued by Government of
India vide Micro and Small Enterprise (MSEs) Order, 2012, purchase preference is given by your Company
to MSE vendors while making procurements. Various relaxations are also being provided to MSEs like
exemption from Earnest Money Deposit, Prior Turnover and Prior Experience in procurement activities (on
select basis) etc. Further, your Company is registered on GeM (Government e-Marketplace), Sambandh
& Samadhan and TReDS (Trade Receivables Discounting System) Portals of Government of India. Your

Company is making maximum procurement from GeM Portal, as per the availability of Goods and Services.
During FY 25, the total procurement of '9.35 Crore has been made from MSEs Vendors. There are no MSEs
to whom the Company owes dues which are outstanding for more than 45 days as on March 31, 2025.

22 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. Your Company has a designated 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. Further, all the relevant details along with
suo-moto disclosures under Section 4(1)(b) of the Act, are also hosted on your Company's website at https://
www.ireda.in/rti-act2005

The information pertaining to the number of applications and appeals received by the RTI Cell during FY 25,
is provided below:

S.No.	Particulars of RTI	Nos.
Â	Applications received	168
2	Applications disposed of	168
3	First appeals received by Appellate Authority, IREDA	13
4	First appeals disposed of by Appellate Authority, IREDA	13
5	Second appeals received from Central Information Commission	0
6	Second appeals disposed of by Central Information Commission	0

23. VIGILANCE

Your Company ensures the implementation of the instructions and guidelines issued by the Central
Vigilance Commission (CVC) from time to time and conducts preventive and administrative vigilance checks
to strengthen the systems and procedures. During FY 25, several new initiatives and System Improvements
were undertaken by the Vigilance Department.

Your Company has observed Vigilance Awareness Week from 28^th October 2024 to 3^rd November 2024 with
theme of    dh    dh    i.e. "Culture of Integrity for Nation's Prosperity”, wherein

Integrity Pledge was taken by every employee. On the eve of Vigilance Awareness Week, employees have
participated with full zeal and enthusiasm in various awareness program including lectures, seminars,
presentations, speech competitions etc. As a part of the PIDPI awareness campaign, posters and banners
were displayed at various locations and radio jingles were played.

24.    AWARDS & RECOGNITION

During FY 25, your Company was conferred with the following prestigious awards on March 21, 2025:

•    CBIP Award 2024 for its 'Outstanding Contribution to the Development of the Renewable Energy
Sector'.

•    In recognition of his exemplary leadership, Shri Pradip Kumar Das, Chairman & Managing Director of
your Company was honoured with the CBIP Individual Award for his 'Outstanding Contribution to the
Development of the Renewable Energy Sector'.

At the 14^th PSE Excellence Awards organized by the Indian Chamber of Commerce on December 21, 2024,
your Company received:

•    Gold Awards in the Mini Ratna category for "Corporate Governance" and "Corporate Social
Responsibility & Sustainability."

•    Silver Award for "Operational Performance Excellence."

Your Company was also honoured by the Ministry of New & Renewable Energy for its significant contribution
to India's achievement of the 200 GW non-fossil installed capacity milestone, as the largest NBFC in the
sector, at RE-Invest 2024 on September 16, 2024.

25.    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, of the funded projects on the environment and society at large.

The Environmental & Social Safeguards Unit (ESSU) of your Company has the primary responsibility of
safeguarding against impacts pertaining to Environmental and Social (E&S) aspects of various projects and
their respective technologies, besides ensuring implementation of the ESMS. During FY 25, E&S Screening
and Categorization of about 109 projects were carried out across all technologies funded by your 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.

26.    DIRECTORS

•    Board of Directors and Key Managerial Personnel (KMPs)

As on March 31,2025, your Company's Board comprised of 7 (seven) Directors which includes 2 (Two)
Functional Directors, 1 (One) Part-Time Government Nominee Director and 4 (Four) Part-Time Non¬
Official Independent Directors (IDs) including one Woman Independent Director.

During FY 25 and till the date of this report, the following changes occurred in the Board of Directors:

>    Dr. Bijay Kumar Mohanty, Director (Finance) was holding additional charge of Director (Projects)
for a period of 6 (six) months w.e.f. March 05, 2024, till the appointment of regular incumbent, or
until further orders, whichever is earliest, in pursuance to MNRE order dated March 27, 2024.
His additional charge of Director (Projects) was further extended for a period of six (6) months
w.e.f. September 5, 2024, or till the appointment of a regular incumbent or until further orders,
whichever is the earliest, in pursuance to MNRE order dated September 12, 2024.

>    Shri Ajay Yadav, ceased as Government Nominee Director w.e.f December 12, 2024, due to
completion of his central deputation tenure, in pursuance to MNRE order dated December 12,
2024. The Board placed on record its deep appreciation of the valuable contributions made by
him during his tenure as Government Nominee Director.

>    Shri Shabdsharan N. Brahmbhatt ceased as Independent Director w.e.f. January 21,2025, due to
completion of his tenure in pursuance to MNRE Order dated January 21,2022. Shri Shabdsharan
N. Brahmbhatt has been again appointed as Independent Director w.e.f. March 28, 2025, for a
period of one year from the date of MNRE order or until further orders, whichever event occurs
earlier, in pursuance to MNRE order dated March 28, 2025. The Board of Directors on the
recommendation of Nomination & Remuneration Committee have appointed Shri Shabdsharan

N. Brahmbhatt as an Additional Director, Independent Director, till the date of the next general
meeting who shaft be eligible for appointment at the AGM.

>    Dr. Jaganath C.M. Jodidhar ceased as Independent Director w.e.f. March 28, 2025, due to
completion of his tenure in pursuance to MNRE Order dated March 28, 2022. Dr. Jaganath C.M.
Jodidhar has been again appointed as Independent Director w.e.f. March 28, 2025, for a period of
one year from the date of MNRE order or until further orders, whichever event occurs earlier, in
pursuance to MNRE order dated March 28, 2025. The Board of Directors on the recommendation
of Nomination & Remuneration Committee have appointed Dr. Jaganath C. M. Jodidhar as an
Additional Director, Independent Director, till the date of the next general meeting who shall be
eligible for appointment at the AGM.

>    Appointments Committee of the Cabinet ("ACC") vide its Order dated 13.05.2025 has approved
the extension of tenure of Shri Pradip Kumar Das, Chairman & Managing Director (CMD), IREDA
for a period w.e.f. 06.05.2025 till the date of his superannuation i.e. 30.06.2026, or until further
orders whichever is earlier.

Smt. Ekta Madan is the Company Secretary and Compliance Officer of the Company. As per the
Companies Act, 2013 provisions, and with the approval of Board, the Chairman and Managing Director
(CMD), CFO, and Company Secretary are your Company's Key Managerial Personnel (KMPs) as on
March 31^st, 2025.

•    Board and its Committees

23 (Twenty -three) meetings of the Board of Directors were held during the FY 25. Your Company has in
place an Audit Committee, CSR Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Risk Management Committee, and other Committees 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. There is no instance where the recommendations of the
Audit Committee were not accepted by the Board.

•    Director(s) retiring and seeking appointment / re-appointment at the ensuing AGM

In accordance with the provisions of the Companies Act, 2013 and Article 74 (7) of the Articles of
Association of your Company, Dr. Bijay Kumar Mohanty, Director (Finance) shall retire by rotation at
the ensuing 38^th AGM of your Company and being eligible, offers himself for re-appointment.

Brief resume and other particulars of Dr. Bijay Kumar Mohanty, Director (Finance) are annexed to the
Notice of AGM forming part of this Annual Report.

27. 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 sub-section (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, your Company
has put in place 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 your
Company's website at https://www.ireda.in/images/HTMLfifes/PoUcv%20on%20Diversitv%20of%20Board%2028 04 2025%20060525.pdf

The Board of your Company comprises well-qualified Directors, who brings the required skills, competence,
and expertise in running your 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 administrative Ministry and the Department of Public
Enterprises (DPE). The appointing authority considers the integrity, expertise, and experience of the
individual to be nominated or appointed as a Director, including an Independent Director on the Board of
your Company, and also conducts their evaluation.

The performance evaluation of CMD includes self-evaluation and final evaluation by the Administrative
Ministry based on the MoU rating and personal attributes & functional competencies. The evaluation of
the performance of functional directors includes self-evaluation by the respective functional directors and
subsequent assessment by CMD (based on achievement of MoU targets and MoU rating, KPIs and personal

attributes & functional competencies), with final evaluation by the Administrative Ministry. In compliance
with the provisions of the Companies Act 2013 (the Act) and the exemption granted to government companies,
your Company has been exempted from disclosing in its Board Report, a statement indicating how formal
evaluation of the performance of the Board, its Committees and individual Directors has been made.

To comply with the SEBI (LODR) Regulations, 2015, the evaluation of the Independent Directors was conducted
based on criteria laid down by the Board on the recommendation of the Nomination & Remuneration
Committee. The said criteria provide certain parameters like attendance, acquaintance with business,
communication inter-se between board members, effective participation, compliance with code of conduct,
training etc. Independent Directors in their separate meeting have also evaluated the performance of Non¬
Independent Directors and the Board as a whole.

The Independent Directors are entitled to sitting fees for attending the Board and Committee meetings
as approved by the Board within the limits prescribed under the Act. The Government Nominee Directors
are not paid any remuneration/sitting fee by your Company. The remuneration for functional directors and
sitting fees of Independent Directors have been disclosed in the Corporate Governance report.

28.    DECLARATIONS BY INDEPENDENT DIRECTORS

During FY 25, all the Independent Directors met the requirements specified under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 for holding the position
of 'Independent Director,' and the necessary declarations have been received from each of them. Further,
none of the Independent Directors are related to one another. All Independent Directors have registered
their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.
The appointing authority considers the integrity, expertise and experience of the individual to be nominated
/ appointed. In the opinion of the Board, the Independent Directors of the Company are persons of integrity
and possess the relevant expertise, proficiency and experience to contribute effectively to the Company.

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 of Non- Disqualification of Directors to the Board of Directors during FY
25, and the same is attached in the Annual Report.

29.    STATUTORY DISCLOSURES

a)    There was no major change in the nature of Business of your Company during FY 25.

b)    Amount transferred to the Reserves have been mentioned under the head "Summary of performance."

c)    Your Company has not accepted any public deposits during FY 25 and will not accept any public
deposits during FY 26 also. The Board of Directors of the Company has passed requisite resolution in
this regard, in compliance of RBI Guidelines.

d)    No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the
going-concern status of your Company and its operations in the future.

e)    Your Company has adequate internal financial controls with reference to the Financial Statements.
For details, please refer to the 'Management Discussion and Analysis Report'.

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

g)    During FY 25, your Company has not issued any stock options to the Directors or any employee.

h)    Your Company has adequate internal financial controls with reference to the Financial Statements.
For details, please refer to the 'Management Discussion and Analysis Report'.

i)    Your Company is maintaining Cost Accounts and records as prescribed under the Companies (Cost
Records and Audit) Rules, 2014, specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013

j)    The Guidelines for MSMEs are being followed in your Company and Disclosure as required under
Micro, Small and Medium Enterprises Development Act, 2006 are mentioned under NOTE- 18 of the
financial statements.

k) During FY 25, there is no application pending/filed against IREDA to initiate CIRP against IREDA
under Insolvency and Bankruptcy Code, 2016. However, your Company, in the capacity of financial
creditor has filed 1 (one) application 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:

Corporate Debtors	Debt Amount involved
M/s Siri Ram Syal Hydro Power (P) Ltd	5.76
TOTAL	5.76

l)    There was no instance of a One-Time Settlement with any Bank or Financial Institution during FY 25.

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

n)    Your Company affirms that a Vigil Mechanism/Whistle Blower Policy is in place and no person has
been denied access to the Competent Authority.

o)    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.

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

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

r)    In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, details of
Debenture Trustees appointed by your Company for bonds/debentures issued from time to time, are
mentioned in the Corporate Governance Report.

s)    Your Company has not contributed any amount in cash or in kind to any political party.

t)    During the last 3 years, your Company has not received any Presidential Directive.

u)    Key Financial Ratios for the FY 25, have been provided in the Management Discussion and Analysis
Report.

30.    RBI REGULATIONS

Your Company being Government owned entity, is categorized as NBFC-IFC Middle Layer and is subject to
the guidelines/regulations prescribed by the Reserve Bank of India (RBI). Your Company has complied with
all the requisite guidelines/regulations issued by the RBI time to time.

31.    POLICY

To strengthen Corporate Governance, your Company has introduced/amended some of its policies to carry
out its duties in an ethical manner. These policies are available on the website of your Company. Some of
these policies are:

?    Dividend Distribution Policy

https://www.ireda.in/imaaes/HTMLfiles/Revised%20Dividend%20Distribution%20policv.pdf

?    Policy on Vigil Mechanism/Whistle Blower Policy

https://www.ireda.in/images/HTMLf i[es/Po[icy%20on%20Vigi[%20Mechanism1.pdf

?    Policy on Related Party Transactions

https://www.ireda.in/images/HTMLfiles/Policv%20on%20Related%20Partv%20Transactions%2015 04 2025.pdf

?    Policy For Determining Material Subsidiaries

https //www ireda in/images/HTMLfiles/P0LICY%20F0R%20DETERMINING%20MATERIAL%20SUBSIDIARIES%2020022025%20040325 pdf

?    Insider Trading Policy

https://www.ireda.in/images/HTMLfiles/IREDApolicv.pdf

?    Archival Policy

https://www.ireda.in/images/HTMLfites/Archivat%20Poticv.pdf

?    Preservation of Documents Policy

https://www.ireda.in/images/HTMLfiles/Preservation%20of%20Documents%20Policv.pdf

?    Internal Guidelines on Corporate Governance

https://www.ireda.in/images/HTMLfiles/Internal%20Guidelines%20on%20Corporate%20Governance 26 08 2023-new.pdf

?    Diversity, Equity & Inclusion (DE&I) Policy

https://www.ireda.in/images/HTMLfiles/Diversitv%20Equitv%20%26%20Inclusion%20lDE%26Il%20Policv.pdf

?    Human Rights Policy

https://www.ireda.in/images/HTMLfiles/Human%20Rights%20Policv.pdf

?    Anti Bribery & Anti-Corruption (ABAC) Policy

httpsV/www ireda in/images/HTMLfiles/Anti%20Briberv%20and%20Anti%20CorruDtion%20lABACI%20Policv pdf

32. AUDITS & INSPECTION OF ACCOUNTS
Statutory Audit

M/s Shiv & Associates, Chartered Accountants, New Delhi (Firm Registration No.: 009989N) were appointed
as the Statutorv Auditors of vour Companv for FY 25 bv the Comptroller & Auditor General (C&AG) of India.
The Statutorv Auditors have audited the financial statements of vour Companv for FY 25 and there is no
qualification, reservation, adverse comment, or disclaimer. The audit report forms part of the Annual Report.

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

Your Companv has received 'Nil' comments on the financial statements for FY 25 from the Comptroller and
Auditor General of India (C&AG). The copv of the report of C&AG is annexed to the Annual report.

Risk Based Internal Audit

Your Company has adequate system of internal control systems commensurate with size, scale and
complexity of its operations to ensure accurate and timelv reporting of various transactions, efficiencv of
operations and compliance with applicable laws, regulations, guidelines and Company's policies. Review
of the Internal Financial Controls for ensuring accuracy and completeness of the accounting record,
safeguarding of assets, the prevention and detection of frauds and errors and timely preparation of reliable
financial information is conducted bv an experienced firm of Chartered Accountants in close co-ordination
with the Company's various departments.

The Internal Audit is carried out by Company's Internal Audit Department, with the help of external
professional audit firm, M/s Ravi Rajan & Companv, LLP, Chartered Accountants, appointed as internal
auditor, for the FY 25. The Audit Committee periodical reviews the significant findings of the audits, as
prescribed bv the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and applicable RBI Guidelines.
Further, the Company has implemented Board-approved Risk Based Internal Audit (RBIA) Policy in
compliance with the RBI guidelines.

Secretarial Audit

M/s P.C. Jain & Co., Company Secretaries, were appointed by the Board of Directors to conduct the
Secretarial Audit of your Company for FY 25, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The Secretarial Audit Report for FY 25 is attached herewith in Annexure-VI of this Report
and there is no qualification, reservation, adverse comment, or disclaimer.

Cost Audit

Your Company is maintaining Cost Accounting records as prescribed under the Companies (Cost Records
and Audit) Rules, 2014, specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013. Your Company has appointed M/s R.M. Bansal & Co. as the Cost Auditor for FY 2025¬
26 in relation to the audit of cost records of the 50 MW solar power project situated at Kasargod, in the State
of Kerala.

33.    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 expectations of stakeholders.

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

34.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis
Report is set out as a separate section under this Annual Report.

35.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and
Sustainability Report on the environmental, social and governance disclosure, is part of the Annual Report
and available on the website of your Company & can be assessed at https://www.ireda.in/annual-reports

36.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 25, the Company has not entered into any 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. The transactions with related party as per the requirement of the IND AS-24 are appearing in
Note 38(10) of Notes to the Accounts of the Financial Statements.

37.    MATERIAL CHANGES & COMMITMENTS (IF ANY) AFFECTING THE FINANCIAL POSITION OF YOUR Company
WHICH HAVE OCCURRED BETWEEN THE END OF THE FY TO WHICH THE FINANCIAL STATEMENT RELATE
AND THE DATE OF THIS REPORT

There are no material changes and commitments, affecting the financial position of your Company which
has occurred between the end of FY 25 to which the financial statement relates and the date of this report.

38.    GRANT OF NAVRTANA STATUS

During FY 25, the Department of Public Enterprises (DPE) vide its O.M. no. F.No. PD-I-26/0002/2023-DPE
dated April 26, 2024, has granted "Navratna" status to the Company.

39.    MoU WITH THE GOVERNMENT OF INDIA

Your Company enters into a Memorandum of Understanding (MoU) with the Ministry of New and Renewable
Energy (MNRE) every year wherein your Company is evaluated on various financial and non-financial
parameters. The achievement of your Company (on consolidated basis) as per the MoU parameters for FY
25 are as follows:

S. No	Parameters	Achievement as on 31.03.2025
1	Revenue from Operations (in ' Crore)	6,743.32
2	EBTDA as a percentage of Revenue	31.71%
3	Return on Net Worth	17.43%
4	Return on Capital Employed	8.33%
5	Asset Turnover Ratio	8.65%
6	Loan Disbursed to Total Funds Available	99.49%
7	Overdue loans to Total Loans	0.57%
8	NPA to Total Loans	1.35%
9	Cost of raising funds through Bonds as compared to similarly rated CPSEs	-33 bps
10	Acceptance / Rejection of Invoices of Goods & Services through TReDS Portal within specified time.	Â
Â	i. Onboarding of CPSE on all operating TReDS portals	100%
Â	ii. Integration of CPSE's Enterprise Resource Planning (ERP) or Vendor Invoice Management (VIM) system with GeM Portal	100%
Â	iii. Timely payment to MSE vendors, directly or through TReDS within the prescribed timelines (As per mandated by MSMED Act, 2006)	100%
11	Procurement from GeM as per approved Procurement Plan.	178%
12	Earnings per Share (in ')	6.32

Your Company has achieved "Excellent" rating as per MoU evaluation consistently over the last 4 (Four)
financial years. For FY 25 also, it is expected to retain "Excellent" rating subject to assessment by the
Government of India.

40. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements 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 confirms
that:

a)    in the preparation of the annual accounts for the FY ending March 31,2025, 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 to give a true and fair view of the state of
affairs of the Company as at the end of the FY 25 and of the profit of the Company for the FY 25;

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 25, 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.

41. ACKNOWLEDGEMENTS

Your Directors are extremely thankful and acknowledge the excellent support extended to your 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. & Bombay Stock Exchange
Ltd. and other regulators. Your Directors also place on record the support and cooperation of domestic and
international banks/financial institutions, credit rating partners—S&P Global, ICRA, CARE Ratings, India
Ratings and Research, Acuite Ratings & Research, and Brickwork Ratings.

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 place on record their sincere appreciation towards the Company's esteemed stakeholders for
the support and confidence reposed by them in the management of the Company and look forward to the
continuance of in future.

Your Directors also wish to place on record their sincere appreciation for the diligent efforts, hard work and
commitment of employees in the growth of the Company.

For and on behalf of the Board of Directors

Sd/-

Pradip Kumar Das

Place : New Delhi    Chairman & Managing Director

Date : 10.07.2025    (DIN:07448576)

1

   Return on Net Worth, Book value per share, and Earnings per Share have been increasing year on
year.

•    Debt to Equity ratio has increased to 6.31 times due to raising of funds including Perpetual Debt
Instrument (PDI) & Subordinated debts in FY 25.

OTHER HIGHLIGHTS

•    During FY 25, the Department of Public Enterprises (DPE) vide its O.M. no. F.No. PD-I-26/0002/2023-DPE
dated April 26, 2024 has granted "Navratna" status to your Company.

•    During FY 25, your Company has raised an amount of '1,247 Crore through its first ever issue of Perpetual
Debt Instruments (PDI), strengthening its Tier-I Capital.

•    Your Company has been rated BBB- (long term) and A-3 (Short term) with Stable Outlook from S&P Global
Ratings Limited, International Rating Agency. Further, the credit rating of domestic instruments has been
upgraded from AA+ (Positive) to AAA (Stable) by CARE Ratings Limited.

•    Your Company has consistently been rated "Excellent" as per MOU with MNRE from last 4 (four) years.

•    Your Company has cumulatively sanctioned '2,37,915.64 Crore and disbursed '1,56,084.54 Crore, supporting
approximately 27 GW of commissioned renewable energy (RE) projects which accounts for around 12.3% of
the total ~220 GW installed RE capacity in the Country as on 31.03.2025.

•    Post the end of FY 25, your Company has raised External Commercial Borrowing (ECB) amounting to JPY
26 Billion for a five-year tenure with bullet payment at maturity. The landed cost (after hedging) is below 7%
p.a. This facility enables your Company to diversify its resource base and optimize cost.

---

Mar 31, 2024

Your Directors are pleased to present the 37^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024 (FY 24).

1. SUMMARY OF PERFORMANCE:

Your Company has demonstrated exceptional performance and sustained growth during FY 24. The highlights of the performance of your Company for FY 24, with the comparative position of the previous year''s performance, are placed herewith:

in Crore)

Sl. No.	Particulars	FY 24	FY 23
1.	Loans Sanctioned	37,353.68	32,586.60
2.	Loans Disbursed	25,089.04	21,639.21
3.	Net Worth	8,559.43	5,935.17
4.	Revenue from Operations	4,963.94	3,481.97
5.	Other Income	1.36	1.07
6.	Finance Cost (including Net translation/transaction exchange loss)	3,147.57	2,112.46
7.	Profit Before Tax	1,685.24	1,139.25
8.	Less: Income Tax	413.03	253.17
9.	Deferred Tax	19.98	21.45
10.	Profit After Tax	1,252.23	864.63
11.	Other Comprehensive Income	(156.80)	(38.74)
12.	Total Comprehensive Income for the period (Comprising Profit/(Loss) and Other Comprehensive Income for the period)	1,095.43	825.89
Appropriations:
13.	Transfer to Debenture Redemption Reserve (DRR)	(22.88)	46.29
14.	Transfer to Special Reserve	264.00	155.55
15.	Transfer to NBFC Reserve	251.00	173.00
16.	Transfer to General Reserve	700.00	487.50

FINANCIAL HIGHLIGHTS

Profitability

• During FY 24, the Revenue from Operations of your Company increased to ''4,963.94 Crore, registering an alltime high growth of 42.56% over the previous year''s revenue of ''3,481.97 Crore.

• Profit Before Tax (PBT) and Profit After Tax (PAT) increased to an all-time high of ''1,685.24 Crore (47.93% increase over last year) and ''1,252.23 Crore (44.83% increase over last year) respectively at the end of FY 24.

Loan disbursement and Loan book

• Loan disbursed during FY 24 increased to ''25,089.04 Crore, registering an increase of 15.94% over the previous year''s disbursed amount of ''21,639.21 Crore, which is the highest ever annual disbursement in your Company''s history.

• The loan book of your Company has grown from ''47,075.52 Crore as on 31^st March 2023 to ''59,698.11 Crore as on 31^st March 2024 registering a growth of 26.81%.

Net worth, CRAR and other financial highlights

• Net Worth of your Company increased to ''8,559.43 Crore at the end of FY 24, registering an increase of 44.22% over the previous year''s Net Worth of ''5,935.17Crore.

• Your Company''s Capital to Risk-Weighted Assets Ratio (CRAR) stood at 20.11% as of 31^st March 2024 which is above the floor of 15% prescribed for NBFCs as per the RBI Master Direction.

• Net Non-Performing Assets (NPAs) have been reduced to 0.99% in FY24 from 1.66% in FY23, a significant reduction of 40.36% (in percentage terms) on a year-on-year basis.

Key financial ratios of the Company for FY 24 vis-a-vis FY 23 are given below:

Particulars	FY 24	FY 23
Return on Net Worth (%)	16.40	14.55
Book Value per Share ('')	31.85	25.98
Earnings per Share ('')	5.16	3.78
Debt Equity ratio (Times)	5.80	6.77

• Return on Net Worth, Book value per share, and Earnings per Share has been increasing year on year.

• Debt to Equity ratio has decreased to 5.80 times even as the Loan Book has increased due to equity infusion via Initial Public Offering.

OTHER HIGHLIGHTS

During FY 24, your Company entered into MoUs with the following:

• IIT, Bhubaneswar: To support collaborative efforts in innovation and research initiatives, technology transfer, and nurturing the start-up ecosystem.

IREDA and IIFCL signed an MoU on 4^th September 2023 to co-finance Renewable Energy projects.

• Domestic Financial Institutions: IIFCL, Union Bank of India, Bank of Baroda, Bank of Maharashtra, Indian Overseas Bank and Punjab National Bank for co-lending and co-origination for Renewable Energy projects.

• AIIMS, New Delhi: For providing Consultancy Services for Renewable Energy Development.

2. BUSINESS OPERATIONS

• Sanctions and Disbursements

During FY 24, your Company sanctioned loans to the tune of ''37,353.68 Crore, thereby registering an increase of 14.63% over the previous year''s sanctioned amount of ''32,586.60 Crore. Loans disbursed during FY 24 were ''25,089.04 Crore, showing an increase of 15.94% over the previous year''s disbursed amount of ''21,639.21 Crore. Sector-wise details of sanctions and disbursements during FY 24 are as under:

Sectors	Sanctions	%	Disbursements (Including previous year sanctions)	%
Solar Power	6,065.30	16.24	5,879.35	23.43
Wind Power	2,096.83	5.61	3,020.59	12.04
Hydro Power	1,419.89	3.80	2,660.78	10.61
Manufacturing	6,754.48	18.08	2,404.49	9.58
Hybrid Wind & Solar	1,634.02	4.37	140.00	0.56
Ethanol	3,901.60	10.45	2,017.86	8.04
Electrical Vehicle	1,062.44	2.84	593.39	2.37
Short Term Loan	1,884.50	5.05	918.73	3.66
Biomass	412.24	1.10	112.64	0.45
Biomass Power & Cogeneration	103.00	0.28	98.41	0.39
Waste to Energy	102.70	0.27	85.63	0.34
State Utilities-Genco	1,000.00	2.68	1,000.00	3.99
State Utilities-Discoms and others	6,200.00	16.60	5,200.00	20.72
Miscellaneous (Transmission)/ Emerging Technology)	4,716.68	12.63	957.17	3.82
Total	37,353.68	100.00	25,089.04	100.00

Cumulative sanctions and disbursements as on March 31, 2024, stood at '' 1,90,462.53 Crore and ''1,25,916.67 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 24, your Company has extended fi nan c i al a ss i sta nce to support Renewable Energy (RE) power generation capacity, manufacturing of equipment and other RE initiatives, as per the following details:

A. Power generation: Capacity sanctioned:

Sectors	Sanctioned Capacity (MW)
Solar Power	1,285.69
Wind Power	648.05
Hydro Power	279.85
Biomass Power & Cogeneration	24.00
Solar and Wind Hybrid	288.60
Total Power Generation Capacity	2,526.19

B. Other sectors: Capacity sanctioned:

Sectors	Sanctioned Capacity
Solar Manufacturing	14,284.00 MWp
Biofuel Ethanol	3,895 KLPD
Biomass (CBG)	55.10 TPD
Waste to Energy (Biogas from waste)	9.40 TPD
Green Ammonia	900 MTPD

• Loan Book Outstanding

The loan book of your Company has grown from ''47,075.52 Crore as on 31^st March 2023 to ''59,698.11 Crore as on 31^st March 2024 registering a growth of 26.81%. The outstanding loan book as of the end of FY 24 categorized as public & private is given below:

f in Crore)

Particulars	Loan Amount	%
Public	14,939.97	25
Private	44,758.14	75
Total	59,698.11	100

During FY 24, your Company has forayed into financing of Green Hydrogen, Green Ammonia,

PM KUSUM, Charging Infrastructure and Battery _____Swappingprojects.____

3 RESOURCE MOBILIZATION

Your Company has maintained a diversified borrowing mix to optimize the cost of funds. The total borrowings of your Company stood at ''49,686.86 Crore as of FY 24, as against ''40,165.28 Crore at the end of FY 23. During FY 24, your Company has raised long-term funds amounting to ''16,401.18 Crore across different sources as given below:

Source of Funding	Amount
Term loans from Banks & FIs	8,775.00
Unsecured Taxable Bonds	7,356.74
Foreign Currency borrowing (International Resources)	269.44
Total	16,401.18

Further, for maintaining adequate liquidity, your Company had access to the sanctioned credit lines to the tune of ''4,830 Crore as on March 31, 2024 from various scheduled commercial banks for short-term funding without any commitment charges.

• Green Bonds

Your Company had raised Domestic Taxable Green Bonds of ''700 Crore and ''865 Crore during FY 17 and FY 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 your 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 post-verification Independent Assurance Report for ''865 Crore worth of Green Bonds issued during FY 19 and M/s Emergent Ventures India

Pvt. Ltd. had provided its post-verification Independent Assurance Report for ''700 Crore worth of Green Bonds issued during FY 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 your Company conform to the continuous disclosure requirements of the applicable SEBI guidelines as amended from time to time. The detailed report on utilization of the proceeds of Green Bonds is available on the website and can be accessed at https://www.ireda.in/compliance-of-bonds.

4. CREDIT RATING

The domestic debt instruments of your Company are rated "AAA” "Stable” by ICRA Ltd, India Ratings & Research Private Limited, and Brickwork Ratings India Private Limited and "AA ” "Positive” by CareEdge Ratings. Further, term loans & short term loan from banks & financial institutions have been assigned "AAA” "Stable” rating by Acuite Ratings & Research Ltd, India Ratings & Research Private Limited and Brickwork Ratings India Private Limited.

GoI Fully Serviced Bonds are rated "AAA "Stable” from India Ratings & Research Private Limited, ICRA Limited and CareEdge Ratings.

5. 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 conceptualization to the post-commissioning stage for RE projects and equipment manufacturers. During FY 24, your Company has introduced various new schemes and modified existing schemes/policies not only to sustain the growth of your 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 generation of ethanol, sale of asset through Swiss challenge auction method, etc. Further, your Company has also ventured into the retail business to support projects in rooftop solar, PM-KUSUM and other B2C segments. To this effect, a dedicated retail division has been established within the Company. Under PM-KUSUM, your Company has sanctioned ''201.01 Crore and disbursed ''84 Crore during FY 24.

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

6. RECOVERY, REVIEW MONITORING & 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, underlying causes and timely initiation of resolution/recovery actions, wherever required.

On occurrence of default in the borrower''s account, your Company initiates necessary steps which may involve action(s) including, but not limited to, follow-up with the borrower 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 Non-Performing assets & Net Non-Performing Assets (NNPAs) have been reduced, as summarized in the table below: ('' j_n Crore)

Particular	FY 24		FY 23
	Amount	%	Amount	%
Gross NPA	1,410.85	2.36	1,513.35	3.21
Net NPA	581.21	0.99	768.02	1.66

With a focused approach, the reduction of ''102.50 Crore in Gross NPA has been realized through a net reduction of Three (03) NPA accounts from the NPA list during FY 24, thereby reducing the total number of NPA loan accounts to 61. Further, ''212.70 Crore has been recovered from NPA loans which include ''90.68 Crore towards Principal and ''122.02 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 ''58.39 Crore from written off/loss assets during FY 24 has also increased compared to last year. Further, your Company carries out a credit risk assessment of the loan book based on the Expected Credit Loss (ECL) methodology. Basis the same, provisioning is done for loan assets depending on the stage and expected loss.

in Crore)

	FY 24			FY 23
	Stage 1 & 2	Stage 3	Total	Stage 1 & 2	Stage 3	Total
Public / Government	14,939.97	-	14,939.97	13,143.75	-	13,143.75
Private	43,347.29	1,410.85	44,758.14	32,418.42	1,513.35	33,931.77
Total Outstanding loan (A)	58,287.26	1,410.85	59,698.11	45,562.17	1,513.35	47,075.52
Total provisioning (B)	846.29	829.64	1675.93	1,007.15	745.33	1,752.48
Net Assets	57,440.97	581.21	58,022.18	44,555.02	768.02	45,323.04
Provisions (%) (B/A)	1.45%	58.80%		2.21%	49.25%

The Authorized Share Capital of your Company is ''6,000 Crore divided into 600,00,00,000 Equity Shares of ''10/- each. The paid-up equity share capital of your Company as on March 31, 2024, is ''2,687.76 Crore, comprising 268,77,64,706 equity shares of the face value of ''10/- each. During FY 24, the paid-up share capital of your Company has been increased from ''2,284.60 Crore to ''2,687.76 Crore due to the launch of Initial Public Offering (IPO).

The Cabinet Committee on Economic Affairs (CCEA) in its meeting dated 17.03.2023 approved the listing of shares of your Company on stock exchanges through an IPO by the part sale of the Government''s stake in your Company and to raise fresh equity share capital. In accordance with the approval, your

Company has launched its IPO aggregating to ''2,150.22 Crore. The IPO was oversubscribed by a staggering 38.59 times, driven by substantial demand across all categories of investors. Through the process of IPO, your Company garnered ~ ''1290.13 Crore by way of issuance of 40,31,64,706 fresh equity shares and the Government of India raised ~ ''860.08 Crore by way of sale of 26,87,76,471 equity shares through Offer for Sale (OFS) at an Offer price of ''32/- per equity share. The equity shares of your Company were listed on BSE Limited and National Stock Exchange of India Limited on November 29, 2023. Post IPO, the Government of India holds 75% of shareholding in your Company.

An amount of ''858.36 Crore (net of Securities Transaction Tax of ''1.72 Crore) was remitted to the Government of India , being selling shareholder, for the OFS. Under the SEBI LODR Regulations & SEBI (ICDR) Regulations, 2018, the net proceeds of IPO have been fully utilized during FY 24, in line with the objects of the offer. There is no deviation in the use of IPO proceeds. Details of the net proceeds are mentioned in the Note 25 of the Financial Statement.

The details of the dematerialization of shares, Demat Suspense Account / Unclaimed Suspense Account are provided in the Corporate Governance Report as annexed to this report.

8. 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. However, for FY 24, keeping the need for further capital augmentation for growth in the sector, your Company was exempted by DIPAM from the payment of dividend.

9. SUBSIDIARY

During FY 24, your Company received necessary approvals from NITI Aayog, DIPAM, and Reserve Bank of India for setting up a wholly owned subsidiary company at International Financial Service Centre (IFSC), GIFT City, Gujarat. Post the end of FY 24, your Company has incorporated a wholly owned subsidiary company i.e. M/s IREDA Global Green Energy Finance IFSC Limited at IFSC, GIFT City, Gujarat on May 7, 2024. The subsidiary company will act as an offshore platform for securing competitive funding and tapping new business opportunities to drive growth in the RE sector.

10.ISO CERTIFICATION

Your Company is an ISO 9001:2015 & ISO 27001:2013 certified organization. The ISO 9001:2015 Certificate has been awarded

by Bureau of Indian Standards (BIS) for Quality Management System (QMS). With better process management your Company maintains quality, consistency and customer satisfaction in its business operations.

ISO 27001:2013 Certificate has been 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.

11. 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 Board has the overall responsibility of risk management which takes care of managing overall risk in the organization. In accordance with the RBI guidelines to enable NBFCs to adopt best practices and greater transparency in their operations, the Board of Directors of your Company has constituted a Risk Management Committee to review management in relation to various risks, namely market risk, credit risk and operational risk including Asset Liability Management. There is adequate representation of independent directors in the committee. The Risk Management Committee, headed by an Independent Director, ensures independent risk oversight and a focused 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 within which business activities are undertaken.

The key risks that your Company is exposed to in the course of business are Credit Risk, Market Risk, Liquidity Risk and Operational Risk. These risks not only have a bearing on your Company''s financial strength and operations, but also its reputation. Your Company''s risk management framework is based on clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring.

Credit Risk Management

Your Company''s core business is lending, which exposes it to various types of credit risk especially failure in repayments and increase in non-performing loans. Your Company is adhering to RBI mandated prudential norms on provisioning of stressed assets and has adopted adequate provisioning thereby

Preserving the 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 the last few years, your Company has strengthened its credit risk management framework by introducing sector specific credit risk grading 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. Your Company''s operational control framework covers the system of internal controls and procedures to monitor transactions. Functional heads frequently assess and plan for various emerging operational risks.

By implementing robust risk management procedures, your Company strives to minimize operational disruptions and enhance customer satisfaction.

Liquidity Risk Management

Liquidity Risk is the risk that a Company may not be able to raise funds, meet its financial obligation due to an asset liability mismatch, interest rate fluctuation or lack of sufficient cash. The Comprehensive Asset Liability Management Framework also outlines the framework for liquidity risk management. 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 Asset Liability Committee (ALCO) provides guidance for management of liquidity & the management of interest rate risk within the broad parameters laid down by the Board of Directors.

The Asset Liability Management Policy aims to align market risk management with overall strategic objectives, articulate current interest rate view and determine pricing, mix and maturity profile of assets and liabilities. The Asset Liability Management Policy involves preparation and analysis of liquidity gap as well as interest rate risk reports thereby ensuring preventive and corrective measures.

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.

Foreign Currency Risk

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.

Foreign currency Exchange rate movements may adversely impact the value of foreign currency borrowing outstanding of ''9,298.67 Crore, which accounts for 18.71% of the total borrowing of your Company of ''49,686.86 Crore, as on 31^st March 2024. The overall foreign currency borrowing has reduced from '' 10,132.93 Crore (25.23% of the total borrowings) as on 31^st March 2023 to ''9,298.67 Crore (18.71% of the total borrowings) as on 31^st March 2024. The total foreign currency borrowing outstanding of ''9,298.67 Crore comprises of USD 559.48 million (equivalent to ''4,664.57 Crore), JPY 54,848.75 million (equivalent to ''3021.62 Crore) and EUR 178.73 million (equivalent to ''1612.48 Crore) as on 31^st March 2024.

Your Company can undertake derivative products (generic and/or structured instruments) as per the RBI guidelines to lower/mitigate the risks as per the Board approved Foreign Exchange and Derivatives Risk Management Policy.

As on March 31, 2024, out of the total foreign currency borrowing, 77.82% is hedged i.e. ''7,236.37 Crore, comprising of USD 534.66 million (equivalent to ''4457.69 Crore), JPY 28,245.94 million (equivalent to ''1,556.07 Crore) and EUR 135.52 million (equivalent to ''1,222.61 Crore). Your Company had an open foreign currency exposure of ''2,062.30 Crore (including part hedged foreign currency loans of EUR 30.38 million (equivalent to ''274.12 Crore) and JPY 2,371.50 million (equivalent to ''130.65 Crore) which is 22.18% of the total foreign currency borrowing outstanding. The open foreign currency exposure as on March 31, 2024, is within the prudential limit prescribed under the Board approved Foreign Exchange and Derivatives Risk Management Policy.

Your Company as per its overall strategy uses derivative products to hedge its risks associated with foreign currency

Borrowings. Your Company does not use derivative contracts for speculative purposes.

Asset Liability Management

Your Company has put in place a Comprehensive Board approved Asset Liability Management (ALM) Policy formulated in line with the RBI guidelines. The objectives of ALM policy are to align management of various risks with overall strategic objectives while ensuring maintenance of sufficient liquidity, to with stand a range of stress events.

Your Company has an Asset Liability Management Committee (ALCO) with the CMD, Whole-time Directors and Senior Officials as its members, which meets regularly for review of liquidity and Interest rate risks. Liquidity risk is assessed and monitored by analyzing cash inflows and outflows which are spread over time buckets. Adequate credit facilities and liquid assets are ensured to mitigate liquidity risk. Further, interest rate risk is monitored through traditional gap analysis technique.

Your Company has a well laid out reporting system of ALM, pursuant to which requisite remedial measures are taken. By adhering to the ALM policy, your Company ensures 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 the RBI Master Direction -Information Technology Framework for the NBFC sector. 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.

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.

12.SOLAR POWER PROJECT

Your Company has a solar power project of 50 MW at Kasargod, Kerala. Generation income from the project has been accounted at ''3.83 per unit, in line with the order of Kerala State Electricity Regulatory Commission (KSERC). The plant is running at full capacity i.e. 50 MW and electricity generated is supplied to Kerala State Electricity Board, as per the Power Purchase Agreement.

In addition to supporting the Country''s decarbonization goals, your Company strives towards achieving carbon neutrality in its operations. This Solar plant produces renewable energy which resulted in reduction of -72,577 Tonnes of CO₂ for FY24 .

13.INFORMATION TECHNOLOGY INITIATIVES

To facilitate the transition to a paperless environment and increase operational efficiency in internal decision making, your Company had already adopted an E-Office system. In FY 24, your Company has migrated the E-Office onto a Cloud Environment to 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 has empowered your Company with a modern, scalable, and secure digital workspace that supports seamless collaboration and boosts productivity which resulted in efficient and timely processing of business operations.

Your Company has been continuously reviewing and monitoring security posture of the IT Infrastructure and significant steps have been taken to enhance its IT Infrastructure Security. This includes implementation of security controls, regular conduct of IT Security and Information System Audits, and addressing of observations timely to ensure the effectiveness and robustness of our security measures. Furthermore, to foster cyber security awareness among employees, senior management and the Board, your Company organized training sessions during FY 24. These sessions aimed to educate and raise awareness about cyber security practices and threats.

To enhance transparency and minimize human involvement, your Company has been actively automating its business procedures. As part of this effort, your Company has already transitioned its ERP solution to the latest version on the cloud. This migration has resulted in strengthened automation and integration of business processes as well as incorporation of new enhancements and features. This transition has also revolutionized the lending process, eliminated the need for paper, and promoted transparency, accountability, and efficient monitoring with enhanced productivity through digital platforms. Your Company has also implemented customer portal during FY24 which allows for two-way interactive platform between the customers/applicants and your Company, resulting in enhanced customer experience and operational efficiency. Real-time information sharing and online document repository will streamline processes and reduce turnaround time, benefiting your Company and the customers.

14. CUSTOMER RELATIONS

Your Company has a dedicated 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 24, your Company convened 3 (Three) such ''Borrowers Meets'', which were attended by the majority of our existing borrowers and potential borrowers.

Your Company has created a digital interface for its stakeholders enabling virtual interaction for lending and various other services, without need for physical meetings. An online customer portal is available on the website of your Company, whereby the borrowers can obtain real-time information on their application status and other relevant details. .

For continual brand building, traditional media presence and social media platforms are being effectively used by your Company for information dissemination on various important events.

15. WORLDWIDE EXHIBITIONS AND CONFERENCES

During FY 24, your Company actively participated in prominent international exhibitions and conferences, highlighting its financial products and accomplishments on a global stage. Notable events included COP-28 in Dubai, UAE; Future Energy Asia 2023 in Bangkok, Thailand; Inter Solar 2023 in Munich, Germany; GWEC''s Offshore and Green Hydrogen Summit in Melbourne, Australia; and A to Zero ASEAN Summit 2023 in Kuala Lumpur, Malaysia. Your Company also participated in domestically hosted international exhibitions such as the International Green Hydrogen Conference in New Delhi''s Vigyan Bhawan, India Energy Week 2024 in Goa, Vibrant Gujarat in Gandhinagar, and UP International Trade Show 2023 in Noida, Uttar Pradesh. Your Company was also honored to take part in the 75^th Republic Day celebration on 26^th January 2024 in Abu Dhabi, organized by the Indian Embassy, where it showcased its contributions to renewable energy development through discussions and screening of its corporate film.

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

Conservation of Energy and Technology Absorption

Your Company owns a 50 MW Solar power project in line with the purpose to support energy transition in India. Through financing of innovative projects such as micro grids, fleets of EVs

etc. Your Company is contributing towards broader impact on industry energy conservation & technology absorption.

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

Foreign Exchange Earnings and Outgo

During FY 24, there were foreign exchange earnings of ''4.62 Crore on account of interest on foreign currency deposits, as against foreign exchange outgo of ''278.60 Crore on account of i nterest and commitment expenses.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is strongly committed to being a socially responsible agency that actively contributes to the society and nation to improve the quality of life. Your 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 its CSR initiatives, your Company aims to address community development and empower individuals through basic education on topics such as environmental sustainability, healthcare, nutrition, and conservation of natural resources. Additionally, your Company focusses on macro issues such as environmental protection,

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.

Your Company has in place a Board Level CSR Committee. Your Company''s CSR Policy is available 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 24. Out of the total 16 CSR projects sanctioned during FY 24, your Company has undertaken 9 projects that specifically focus on the theme of "Health & Nutrition". Your Company has sanctioned 5 projects in the aspirational districts declared by the Government of India, out of which 3 projects are sanctioned in the aspirational districts of Balrampur and Chandauli, which have been allocated to your Company by the NITI Aayog.

Your Company has sanctioned financial assistance under CSR fund of IREDA for supply and installation of the following in aspirational districts declared by the Government of India:

1) Sanction of financial assistance for supply & installation of Solar Streetlights in villages of the GPs & supply of Solar Power

Systems, furniture & other educational materials in schools of both Gram Panchayats of Aspirational District of Kalahandi, Odisha.

2) Installation of 1000 Nos. Solar Street Lighting systems in Aspirational district Siddharthnagar, Uttar Pradesh.

3) Supplying Medical Equipment in Govt. Hospitals, Desk Bench in Govt. Schools, Beds, Tables and Chairs in Govt. Girls Hostel in Balrampur Aspirational District, Uttar Pradesh.

4) Supply and installation of Solar PV Systems in Govt. Schools / Hostels and Govt Health Centers in Balrampur Aspirational District, Uttar Pradesh.

5) Procurement and installation of the following equipment in Aspirational District- Chandauli, Uttar Pradesh:

o 83 units of 5 kW Solar PV systems (off-grid) and 90 units of 50 LPH RO water vending Machines to be installed in Government Health Centers/ Hospitals;

o 1 unit of 3 kW Solar PV systems (off-grid) along with a 50 LPH RO water vending Machine to be installed in Jawahar Navodaya Vidyalaya, Bairath.

During FY 24, your Company sanctioned ?16.65 Crore (including administrative costs) for 16 projects under the CSR funds and disbursed ?10.29 Crore (including an amount of ?3.65 Crore and ?1.12 Crore from the unspent accounts for CSR projects prior to FY 20 and FY 23 respectively and ?5.52 Crore from the CSR fund for FY 24), based on project''s progress. Details of our CSR activities and the corresponding expenditure for each activity are provided in Annexure-V of this report.

During FY 24, your Company has launched a Corporate Social Responsibility (CSR) portal for enhancing the transparency in its CSR initiatives. This newly launched CSR portal will facilitate the transparency in receipt and disposal of CSR requests from various organizations and institutions. This portal can be easily accessed at https://onlinela.ireda.in/OnlineCSR/Home/ https://onlinela.ireda.in/OnlineCSR/Home/Reaister.

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.

18. HUMAN RESOURCE DEVELOPMENT

Your Company, with its unwavering commitment to excellence, acknowledges the pivotal role of Human Resources (HR) in propelling organizational growth. The HR function at your Company operates with a clear purpose to foster employee engagement, cultivate an environment conducive to individual flourishing, and empowers employees to excel in their respective roles.

The total employee strength of your Company was 173 for the FY ended March 2024 as against 160 for the FY ended March 2023, excluding Board Level Executives. The strength of female employees is a crucial aspect of workforce diversity and gender equality and number of female staff as on 31.03.2024 was 46 i.e. 26.6% of total employee strength. The attrition rate of your Company was 3.6 %, excluding superannuation cases. The average age of the employees as of 31.03.2024 is ~42.9 Years. Your Company is expanding, and 25 new personnel have joined the workforce during FY 24. The new hires range from Executive-Trainees to General Manager Level across various functions.

Your company has taken following HR initiatives in line with the overa ll vision of the Com pa ny:

> Strategic Alignment: HR strategies are intricately woven into the fabric of your Company''s corporate strategies. This alignment ensures that HR initiatives directly contribute to overall business goals. Be it''s talent acquisition, competency building, retention, or succession planning, every HR decision is guided by the overall goal of the organisation.

> Nurturing Excellence: Your Company recognizes that excellence is the cornerstone of sustainable success. HR policies and practices are designed to support employees in delivering their best work.

Revenue from Operations (per employee) (? in Crore) 40.00 28.69 an nn
21.76 ___ -] c cc 18.33 in nn 1 a -in ID.03
4V.VU 14. / mnn		u	¦
n nn
2019-20 2020-21 2021-22 2022-23 2023-24
Profit After Tax (per employee) in Last 05 Fys (? in Crore) 8 ^^*7.24 2 1.33 0 2019-20 2020-21 2021-22 2022-23 2023-24

0 Elevated Engagement Levels:

• By implementing targeted initiatives, your Company aims to enhance employee engagement. This involves creating a workplace where employees feel connected, motivated, and aligned with your Company''s mission.

• Training, mentorship, and performance management systems

are leveraged to nurture talent and drive continuous improvement. Regular feedback mechanisms and opportunities for training & skill development contribute to a positive employee experience.

• Employee Engagement Initiatives undertaken in FY 24 are :

? International Yoga Day celebration on 21^st June 2023.

? National Sports Day celebration on 29^th August 2023.

? Ek Taarikh, Ek Ghanta, Ek Saath'' Cleanliness Drive organised on 1^st October 2023 as part of ''Swachhata Hi Sewa'' Campaign 3.0.

? New Year celebration on 1^st January 2024.

? Employee Wellness and Sports Meet on 17^th / 18^th February 2024.

? International Women''s Day celebration on 8^thMarch 2024.

? Foundation Day Celebration on 11^th March 2024.

• To promote health and well-being of employees, your company has organised preventative health checkups in August 2023 and March 2024.

• To enhance personality development as well as to enhance mindfulness & concentration at job, your Company organises guided meditation sessions on daily basis.

• As part of employees'' holistic wellness and mental wellbeing, daily yoga sessions are also conducted .

• Your Company also has a ''Fitness centre'' in its Business Centre equipped with latest fitness equipment and qualified trainers.

0 Communication:

• To maintain transparent communication and keep all employees informed of business and organizational developments, the CMD periodically conducts open house interactions. These interactions aid in boosting employee morale and help in acknowledging employees'' contributions and efforts.

• Feedback in the form of suggestions are sought from employees on an annual basis, and suitable action is taken for implementable suggestions.

• Your Company also organised offsite Strategy meets to review existing policies/ processes as well as formulate future strategies for its growth.

0 Agile Workforce Development: Training & Development:

• In an ever-evolving business landscape, agility is paramount for success. Understanding this, your Company focuses on building a future-ready workforce.

• By fostering strong connections between employees, processes, and organizational values, your Company ensures adaptability and resilience.

• 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 Ministry of New and Renewable Energy (MNRE), Ministry of Social Justice & Empowerment, Department of Public Enterprises (DPE), AJNIFM, SCOPE, ICAI, IDRBT-RBI, etc. apart from behavioral training interventions conducted as a positive reinforcement. Customised virtual in-house programs were organized along with other need-based programs. The range of trainings imparted include orientation programme to new recruits as well as hands on, managerial, behavioral and leadership training for its

Employees. Besides, your Company organised a range of functional training programmes for its employees. A few such programs are listed below:

? A Dialogue on Policy, Technology, Skilling, and Finance for women in Renewable Energy (RE)

? Experiential Training: Understanding Self and others for Effectiveness.

? Cyber Hygiene and Security

? Ethics and Governance

? Infrastructure Financing

? Liquidity Risk Management

? Insolvency and Bankruptcy Code (IBC)- the way forward

? Stress Assets and CIBIL

? Session on "Employee Awareness: POSH Act"

? Preventive Vigilance and PIDPI Training

? Interactive workshop on procurement by CPSEs through GeM

? Identification of Posts for Persons with Disabilities

Further, intensive departmental trainings along with soft skill based trainings were also imparted to new joiners as part of New Joiners Induction Training Program. As a part of holistic wellness, your Company also facilitated its employees to participate in an Ayurveda & Naturopathy course organized by a reputed institutes.

During FY 24, various lecture series, focused development training programs and workshops were organized by your Company leading to the achievement of 2,081 training man-days.

In summary, your Company recognizes that its people are its greatest asset. By weaving together employee well-being, strategic alignment, and continuous learning, your Company is charting it course toward sustained success and growth.

0 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^st , 2024, are as under:

Group	Total Employees	SCs	STs	OBCs
A	150	14	07	26
B	07	03	-	-
C	16	03	01	03
D	-	-	-	-
Total	173	20	08	29

0 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 incidents. Your 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 24, no complaint has been received on this subject.

0 Grievance Redressal

Grievance Redressal Mechanism is in place for both the public and employees at your Company. Grievance Redressal Committee Meetings are held every quarter and grievances are addressed expeditiously through well-defined procedures. Your Company is amongst the few CPSEs to have a dedicated "Online Portal for Grievance Redressal” for its employees.

Further, your Company has a notified Citizen''s Charter to ensure transparency which is available on the website of your Company.

0 Particulars of Employees

As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company is required to give a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules in the Annual Report of the Company. However, as per notification dated June 05, 2015 issued by the Ministry of Corporate Affairs, Government of India, government companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Your Company is a government company therefore, such particulars have not been included as part of the Directors'' Report.

19. AWARDS & RECOGNITION

During FY 24, your Company was conferred with the following prestigious awards from the Indian Chamber of Commerce on December 20, 2023:

1. "CMD of the Year" award under the Mini-Ratna category at the 13^th PSE Excellence Awards. For the second consecutive year, Shri Pradip Kumar Das, Chairman & Managing Director has been honored with distinguished title of " CMD of the year”, a testament to his outstanding leadership.

2. Runner-up Awards in four key categories: "Operational Performance Excellence", "Corporate Governance," "Corporate Social Responsibility & Sustainability," and "Inclusivity-Contribution of Women and Differently Abled In" under the Mini-Ratna category at the 13^th PSE Excellence Awards.

20. OFFICIAL LANGUAGE IMPLEMENTATION

Your Company is committed for implementing the guidelines and instructions issued by the Department of Official Language, Ministry of Home Affairs, Government of India and Nagar Rajabhasha Karyanvayan Samiti (NARAKAS). The targets set for typing and short-hand training have been achieved during FY 24. Progressive use of Hindi as the Official Language in the day-to-day official Work is encouraged in your Company.

Check Points based on The Official Language Annual Program was circulated in April 2023 for implementation. Bilingual version of IREDA''s intranet portal and IREDA website is available and Hindi words with English meaning is done daily through SMS notifications to promote the use of Rajbhasha in official

work. To facilitate using Hindi in e-office and daily typing work, Hindi typing fonts have been made compulsorily available in all computers. As a part of compliance with the implementation of Official Language Guidelines, regular Hindi workshops and Hindi meetings are organized from time to time. 4 (Four) Hindi workshops were successfully organized through virtual mode during FY 24.

Hindi Pakhwada was celebrated from 14^th September to 27^th September, 2023 to promote the use of Rajbhasha Hindi in official work. During the Pakhwada , many competitions were successfully organized through virtual mode, where employees participated enthusiastically. For promotion of Rajbhasha Hindi a poetry recitation competition was also organized for the children of IREDA employees. Certificates were also awarded to all the winners in the closing ceremony of Hindi Pakhwada.

In order to increase the use of Official Language Hindi, E-magazine ''Akshay Kranti'' is published annually in IREDA.

21. VIGILANCE

Your Company ensures the implementation of all the instructions and guidelines issued by the Central Vigilance Commission (CVC) from time to time and conducts preventive and administrative vigilance checks to strengthen the systems and procedures of your Company. During FY 24, 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 has observed Vigilance Awareness Week from 30^th October 2023 to 6^th November 2023 with theme of "Say no to corruption; Commit to the Nation” / "yoei^rn ^>T farter

ufcT TPtflfcT wherein Integrity Pledge was taken by every employee. On the eve of vigilance awareness week, employees have participated with full zeal and enthusiasm in various awareness program including lectures, seminars, presentations, debate competitions etc. As a part of the PIDPI awareness campaign, posters and banners were displayed at various locations. Gram Sabha was also organized on 22.09.2023 in Khusad Nagar Village, Rewari, Haryana for creating awareness about PIDPI among the public.

22 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. Your Company has a designated 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). Further, all the relevant details along with suo-moto disclosures under Section 4(1)(b) of the Act, are also hosted on your Company''s website (www.ireda.in) for better understanding of the public at large.

During FY 24, a total of 122 applications were received under the RTI Act and all of them have been disposed within the stipulated timeline as per the RTI Act.

23. 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, of the funded

Projects on the environment and society at large.

The Environmental & Social Safeguards Unit (ESSU) of your Company has the primary responsibility of safeguarding against impacts pertaining to Environmental and Social (E&S) aspects of various projects and their respective technologies, besides ensuring implementation of the ESMS. During FY 24, E&S Screening and Categorization of about 120 projects were carried out across all technologies funded by your 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.

During FY 24, ESG grading of your Company was carried out by M/s CARE Edge Research and your Company was assigned Care Edge ESG Grade 3.

24. DIRECTORS

• Board of Directors and Key Managerial Personnel (KMPs)

As on March 31, 2024, your Company''s Board comprised of 8 Directors which includes 2 Functional Directors, 2 Part-Time Government Nominee Directors and 4 Part-time Non-Official Independent Directors (IDs). During FY 24, the Ministry of New & Renewable Energy (MNRE) vide its order dated October 12, 2023, has appointed Dr. Bijay Kumar Mohanty as Director (Finance), IREDA for a period of 5 years from the date of assumption of his post or until further orders, whichever is earlier. Dr. Mohanty assumed the charge of Director (Finance), IREDA w.e.f. October 12, 2023. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on October 16, 2023, has appointed Dr. Mohanty as Director (Finance), additional director w.e.f. October 12, 2023 till the date of the general meeting. Subsequently, the Shareholders of your Company in its 21^st extra- ordinary general meeting held on November 3, 2023, has appointed Dr. Mohanty as Director (Finance) w.e.f. October 12, 2023, for a period of 5 years on the terms and conditions decided by the GoI. The Board of Directors on the recommendation of the Audit Committee has appointed Dr. Mohanty as Chief Financial Officer (CFO) of your Company in place of Dr. R.C. Sharma, GM (F&A) w.e.f. the conclusion of the Board Meeting held on October 16, 2023. The Board appreciated the valuable contribution made by Dr. R.C Sharma, GM (F& A).

MNRE vide office order dated March 27, 2024, has conveyed the order of Appointments Committee of the Cabinet dated March 15, 2024, regarding the entrustment of additional charge of the post of Director (Technical), IREDA to Dr. Bijay Kumar Mohanty, Director (Finance), IREDA for a period of 6 (six) months w.e.f. March 5, 2024, or till the appointment of regular incumbent, or

until further orders, whichever is the earliest. Earlier, the additional Charge for the post of Director (Finance) and Director (Technical) was with Shri Pradip Kumar Das, Chairman and Managing Director, IREDA. Smt. Ekta Madan is the Company Secretary and Compliance Officer of the Company.

As per the Companies Act, 2013 provisions, and with the approval of Board, the Chairman and Managing Director (CMD), CFO, and Company Secretary are your Company''s Key Managerial Personnel (KMPs). Being a Government Company, the role of CEO is being performed by the CMD and the role of CFO is performed by the Director (Finance) of your Company.

Post the superannuation of Shri Som Pal, GM(TS), Smt. Punnu Grover was appointed as Chief Compliance Officer of your Company and after that, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 15, 2024, has appointed Shri Piyush Kumar, DGM (Law) as Chief Compliance Officer of the Company in place of Smt. Punnu Grover w.e.f February 16, 2024.

Board and its Committees

Your Company has in place 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. 31 (Thirty-One) 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 your Company. There is no instance where the recommendations of the Audit Committee were not accepted by the Board.

Director(s) retiring and seeking re-appointment at the ensuing AGM

In accordance with the provisions of the Companies Act, 2013 and Article 74 (7) (i) of the Articles of Association of your Company, Shri Padam Lal Negi, Director (Government Nominee) shall retire by rotation at the ensuing 37^th AGM of your Company and being eligible, offers himself for re-appointment.

Brief resume and other particulars of Shri Padam Lal Negi, Director (Government Nominee) are annexed to the Notice of AGM forming part of this Annual Report.

>5. 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 sub-section (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, your Company has put in place 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 your Company''s website athttps://www.ireda.in/images/HTMLfiles/ Modified%20Policv%20on%20Diversitv%20of%20Board%202 0%2003%202024.pdf

The Board of your Company comprises well-qualified Directors, who brings the required skills, competence, and expertise in running your 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 the Independent Director on the Board of your Company and also carry their evaluation.

The performance evaluation of CMD includes self-evaluation and final evaluation by the Administrative Ministry based on the MoU rating and personal attributes & functional competencies. The evaluation of the performance of functional directors includes self-evaluation by the respective functional directors and subsequent assessment by CMD (based on achievement of MoU targets and MoU rating, KPIs and personal attributes & functional competencies), with final evaluation by the administrative ministry. In compliance with the provisions of the Companies Act, 2013 (the Act) and the exemption granted to Government Companies, your Company has been exempted from disclosing in its Board Report, a statement indicating how formal evaluation of the performance of the Board, its committees and individual Directors has been made.

To comply with the SEBI (LODR) Regulations, 2015, the annual evaluation of the Board and the Independent Directors were conducted based on criteria laid down by the Board on the recommendation of the Nomination & Remuneration Committee. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter-se between board members, effective participation, compliance with code of conduct, trainings etc. Independent Directors in its separate meeting have also evaluated the

performance of Non-Independent Directors and the Board as a whole.

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 your 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.

26. DECLARATIONS BY INDEPENDENT DIRECTORS

During FY 24, all the Independent Directors meet 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. Further, none of the Independent Director are related to each other. All the Independent Directors got their name registered with the Independent Director''s Databank maintained by the Indian Institute of Corporate Affairs.

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 of Non- Disqualification of Directors to the Board of Directors during FY 24, and the same is attached in the Annual Report.

27. STATUTORY DISCLOSURES

a) There was no major change in the nature of Business of your Company during FY 24.

b) Amount transferred to the Reserves have been mentioned under the head "Summary of performance.”

c) Your Company has not accepted any public deposits during FY 24 and will not accept any public deposits during FY 25 also.

d) No significant and material orders were passed by the Regulators Courts or Tribunals impacting the going-concern status of your Company and its operations in the future.

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

f) Your Company has not issued any stock options to the Directors or any employee however at the time of IPO, certain number of shares were reserved for, allocation and on allotment basis, for

Eligible Employees bidding in the Employees Reservation Portion.

g) Your 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 your Company and Disclosure as required under Micro, Small and Medium Enterprises Development Act, 2006 are mentioned under NOTE- 18 of the financial statements.

i) During FY 24, your Company, in the capacity of financial creditor has filed 2 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:

Corporate Debtors	Debt Amount involved
M/s JHV Sugars Ltd	24.95
M/s Essel Infra projects Pvt Ltd	62.33
TOTAL	87.28

Both the applications above mentioned remain sub-judice before the Hon''ble NCLT.

j) There was no instance of One-Time Settlement with any Bank or Financial Institution during FY 24.

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

l) Your Company affirms that a Vigil Mechanism/Whistle Blower Policy is in place and no person has been denied access to the Competent Authority.

m) 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.

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

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

p) In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, details of Debenture Trustees appointed by your Company for bonds/debentures issued from time to time, are mentioned in the Corporate Governance Report.

q) Your Company has not contributed any amount in cash or in kind to any political party.

r) During the last 3 years, your Company has not received any Presidential Directive.

28. RBI REGULATIONS

Your Company being Government owned entity, is categorized as NBFC-IFC Middle Layer and is subject to the guidelines/regulations prescribed by the Reserve Bank of India (RBI). Your Company has complied with all the requisite guidelines/regulations issued by the RBI time to time.

29. POLICY

To strengthen Corporate Governance, your Company has introduced/amended some of its Policy(ies) in order to carry out its duties in an ethical manner. These policies are available on the website of your Company. Some of these policies are:

Dividend Distribution Policy	https://www.ireda.in/images/HTMLfiles/
	Dividend%20Distribution%20Policy 2023.pdf
Policy on Vigil Mechanism/ Whistle Blower Policy	https://www.ireda.in/images/HTMLfiles/Policy%
	20on%20Vigil%20Mechanism1.pdf
Policy on Related Party Transactions	https://www.ireda.in/images/HTMLfiles/IREDA
	Policy%20on%20Materality%20of%20Related%
	20Party%20Transections(1).pdf
Archival Policy	https://www.ireda.in/images/HTMLfiles/Archival
	%20Policy.pdf
Preservation of Documents Policy	https://www.ireda.in/images/HTMLfiles/
	Preservation%20of%20Documents%20Policy.
	pdf
Internal Guidelines on Corporate Governance	https://www.ireda.in/images/HTMLfiles/
	Internal%20Guidelines%20on%20Corporate%
	20Governance 26 08 2023-new.pdf
Diversity, Equity & Inclusion (DE&I) Policy	https://www.ireda.in/images/HTMLfiles/
	Modified%20Policy%20on%20Diversity%
	20of%20Board%2020%2003%202024.pdf
Human Rights Policy	https://www.ireda.in/images/HTMLfiles/
	Diversity%20Equity%20%26%20Inclusion%20
	(DE%26I)%20Policy.pdf
Anti Bribery & AntiCorruption (ABAC) Policy	https://www.ireda.in/images/HTMLfiles/
	Anti%20Bribery%20and%20Anti%20
	Corruption%20(ABAC)%20Policy.pdf

Insider Trading Policy	https://www.ireda.in/images/HTMLfiles/
	IREDA Code%20on%20Insider%20Trading
	%20Policy.pdf

30. AUDITS & INSPECTION OF ACCOUNTS

Statutory Audit

M/s DSP & Associates, Chartered Accountants, New Delhi (Firm Registration No. 006791N) were appointed as the Statutory Auditors of your Company for the FY 24 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the financial statements of your Company for FY 24 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.

Your Company has received ''Nil'' comments on the Financial Statements for FY 24 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 systemincluding compliances of policies, procedures, plans and regulatory & statutory requirements, as per the Audit Policy. 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 an experienced firm of Chartered Accountants in close coordination with your Company''s Internal Audit Division

Your Company had appointed M/s Ravi Rajan & Company, LLP, Chartered Accountants as Internal Auditor for the FY 24. The Audit Committee periodically reviews the significant findings of the 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. 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 your Company for FY 24, as required under Section 204 of the

Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 24 is attached herewith in Annexure-VI of this Report and the same is self-explanatory. The Secretarial Auditor have given their Audit Report without any qualification, adverse comment.

Cost Audit

Your Company has appointed M/s Chandra Wadhwa & Co. as the Cost Auditor for FY 24 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.

31. 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 your Company. Report on Corporate Governance is attached as Annexure-IX, and the certificate thereon, issued by the Practicing Company Secretaries pursuant to the DPE guidelines on Corporate Governance and Schedule V Para E of SEBI (LODR) Regulations, 2015 are attached as Annexure-VII and VIII of this report respectively.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is set out as a separate section under this Annual Report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report on the environmental, social and governance disclosure, is part of this Report and attached as Annexure X.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 24, 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.

35. MATERIAL CHANGES & COMMITMENTS (IF ANY) AFFECTING THE FINANCIAL POSITION OF YOUR 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 your Company which has occurred between the end of FY 24 and the date of this report.

36. UPGRADATION TO SCHEDULE ''A'' AND GRANT OF NAVRTANA STATUS

During the FY 24, The Ministry of New and Renewable Energy, Government of India vide F.No. 340-12/2/2022-IREDA dated 29.09.2023 upgraded your Company from the ''Schedule B'' to the ''Schedule A'' category Central Public Sector Enterprises.

Further, post the end of FY 24, the Department of Public Enterprises (DPE) vide its O.M. no. F.No. PD-I-26/0002/2023-DPE dated 26.04.2024 has granted "Navratna” status to IREDA.

37. MoU WITH THE GOVERNMENT OF INDIA (GoI)

Your Company enters into a Memorandum of Understanding (MoU) with the Ministry of New and Renewable Energy (MNRE) every year wherein your Company is evaluated on various financial and non-financial parameters. Achievement of your Company as per the MoU parameters for FY 24 are as follows:

S. No	Parameters	Achievement as on 31.03.2024
1	Revenue from Operations (in '' Crore)	4,963.94
2	EBTDA as a percentage of Revenue	34.55%
3	Return on Net Worth	16.40%
4	Return on Capital Employed	8.33%
5	Asset Turnover Ratio	7.93%
6	Loan Disbursed to Total Funds Available	99.16%
7	Overdue loans to Total Loans	0.49%
8	NPA to Total Loans	0.99%

S. No	Parameters	Achievement as on 31.03.2024
9	Cost of raising funds through Bonds as compared to similarly rated CPSEs	-18 bps
10	Acceptance / Rejection of Invoices of Goods & Services through TReDS Portal	100%
11	Procurement from GeM as % of total procurement	104%
12	Earnings per Share (in '')	5.16

Your Company has achieved "Excellent” rating as per MoU evaluation consistently over the last 3 financial years. For FY 24 also, your Company is expecting to achieve "Excellent” rating subject to assessment by the Government of India.

38. 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, 2024, 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 24 and of the profit of the Company for the FY 24;

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 24, 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.

39. ACKNOWLEDGEMENTS

Your Directors are extremely thankful and acknowledge the excellent support extended to your 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. & Bombay Stock Exchange 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.

Your directors are truly thankful to the Book Running Lead

Managers (BRLMs), Legal Counsels, and DIPAM for making the IPO of your Company immensely successful. The Board also conveys its gratitude to the shareholders for the trust and confidence reposed in your Company and looks forward to their continued support to propel your 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 your Company.

Thank you and Jai Hind!

For and on behalf of the Board of Directors

Sd/-

Pradip Kumar Das Chairman & Managing Director (DIN:07448576)

Place: New Delhi Dated: 31.05.2024

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Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with the audited Statements of Accounts and the Auditor''s Report for the year ended 31st March, 2010.

RENEWABLE ENERGY SCENARIO

Grid-interactive renewable power generation capacity of 16,817 MW has been established upto 31st March 2010, which accounts for 10.46% of the total installed capacity in the country registering an increase of 16.22 % over the previous year. To further increase Renewable Energy share in the total power generation capacity, a number of steps are on the anvil. The Government has launched Jawaharlal Nehru National Solar Mission envisaging setting up of 1100 MW of grid solar power and 200 MW capacity of off-grid solar applications utilising both solar thermal and photovoltaic technologies in the first phase. It envisages an investor-friendly mechanism which reduces risk and provides an attractive as well as supportive tariff for solar power off-take with ultimate objective of making solar energy competitive with fossil-based energy options. The Government has also introduced a scheme for giving generation based incentive to wind power producers.

As a result of the above incentives, greater investment is expected to take place in solar and wind power projects. IREDA has been designated as a "Refinancing Agency" under Jawaharlal Nehru National Solar Mission and "Implementing Agency" under Generation Based Incentive (GBI) Scheme for Wind Energy launched by MNRE. These developments will certainly increase relevance of IREDA in financing RE projects for which it has chalked out resource mobilisation strategy.

Recent introduction of Renewable Energy Certificates would help to create a market mechanism for RE by allowing States that lack renewable energy sources to meet their Renewable Purchase Obligation. This would stimulate growth in the renewable energy space.

At a GDP growth rate of 7-9%, the demand for electricity is likely to double by 2017. The major fuel source for base load capacity addition is expected to be coal. However, availability of domestic coal is a challenge on account of various bottlenecks such as capacity expansion of coal mines in India, coal block allocation, environment and forest clearances etc. This is further compounded by issues like land acquisition for the power plant, water availability and ash disposal for domestic coal based plants.

Further addition of fossil fuel based generation capacity would put additional pressure on India to follow clean technologies resulting in further increase in importance of renewable energy to mitigate GHG emissions and also to provide much needed energy security for the country. Harnessing Renewable Energy sources to reduce dependence on fossil fuels is now recognised as a credible strategy for combating global warming and climate change.

NEW INITIATIVES

To give impetus to the development of renewable energy and energy efficiency sectors, your Company introduced new scheme for loan against securitisation of future cash flows of the projects. Memorandum of Understanding was signed between your Company and India Infrastructure Finance Company Limited (IIFCL) for financing of renewable energy / energy efficiency projects to provide a single window for consortium lending.

OPERATIONS

Sanctions and Disbursements

The achievement of loan sanctions and disbursement surpassed the respective MoU targets i.e. Rs 1200 crore and Rs. 710 crore set for the year 2009-10. The Company''s performance in lending operations during the year was excellent, as loan sanctions of Rs.1823.91 crore in 2009-10 registered increase of 22.41% over the previous year and disbursement of Rs.890.03 crore during 2009-10 recorded growth of 15.45% over the previous year. The sector-wise details of the sanctions and disbursements during the year are as under:

(Rs. in Crore)

Sectors Sanctions Disbursements

Wind Power 1174.09 515.92

Hydro Power 483.45 229.03

Co-generation 140.12 83.49

Biomass Power Generation 17.25 24.37

Energy Efficiency & Conservation 0 15.18

Solar Photovoltaics 0 7.06

Solar Thermal 9.00 14.51

Waste to Energy 0 0.47

TOTAL 1823.91 890.03

The cumulative gross sanctions and disbursements stood at Rs. 12179.49 crore (net sanctions- Rs. 7976.82 crore) and Rs. 6644.08 crore respectively as on 31st March 2010. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

Capacity Supported

The loan sanctions during the year 2009-10 will result in establishment of renewable power generating capacity of about 760.75 MW including 469.50 MW under co-financing/ consortium financing. The sector- wise break-up of sanctioned capacity is indicated below:

Sectors Capacity (MW)

Wind Power 525.45

Hydro Power 171.30

Cogeneration 54.00

Biomass Power Generation 10.00

TOTAL 760.75

FINANCIAL PERFORMANCE

Working Results

The overall financial performance of the Company for the year 2009-10 was satisfactory. The performance in respect of key parameters are highlighted below:

(Rs. in crore)

2008-09 2009-10

Gross Income 275.11 345.25

Profit before Tax (including prior period adjustment) 85.90 141.05

Less: Provision for Income Tax 25.15 63.85

Less: Deferred Tax Debit 4.39 4.51

Less: Provision for Fringe Benefit 0.15 0.00

Profit After Tax 56.21 72.69

Add: Profit brought forward 9.79 12.53

Profit available for appropriation 66.00 85.22

APPROPRIATIONS

Special Reserves u/s 36(1) (viii) 15.31 29.54 of Income Tax Act 1961

Proposed Dividend 11.25 14.54

Dividend Tax 1.91 2.41

General Reserve 25.00 25.00

Surplus carried to Balance Sheet 12.53 13.73

The Profit and Loss Account takes care of the prudential norms regarding income recognition, asset classification and provisioning as approved by the Board of Directors in terms of Articles of Association of IREDA.

DIVIDEND

Your Directors recommend a dividend of Rs 14.54 crore for the financial year 2009-10, which is 20% of the Profit After Tax.

PRUDENTIAL NORMS

Your Company, a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI) follows the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning as approved by Board of Directors of IREDA in terms of Articles of Association.

STRESSED ASSETS MANAGEMENT

Significant progress in management of stressed assets was made during the financial year 2009-10. In order to expedite the process of recovery of Non-Performing Assets (NPAs), the Company reviewed and revised the policies on One Time Settlement (OTS) and Reschedulement. The Company recovered an aggregate amount of Rs. 135.61 crore from NPA accounts including recovery of Rs. 10.08 crore from written off NPAs. As a result gross NPAs declined from 13.34% on 31st March, 2009 to 8.44% as on 31st March, 2010.

DEBT EQUITY RATIO & NET WORTH

During the year 2009-10, the Company''s net worth increased to Rs. 950.25 crore from Rs. 869.55 crore in the previous year. As on 31st March 2010, the Company''s net borrowing stood at Rs. 2187.43 crore which is 2.30 times of its net worth.

RESOURCE MOBILISATION

Share Capital

The Government of India contributed equity of Rs. 19.60 crore during the year raising paid-up capital of the Company from Rs. 520 crore as on 31st March, 2009 to Rs. 539.60 crore as on 31st March, 2010 against the authorized share capital of Rs. 1000 crore. For the financial year 2010-11 also the Government of India has allocated equity of Rs. 50 crore to the Company.

Domestic Borrowings

During the year 2009-10, the Company borrowed Rs. 333.35 crore from various banks to meet its financial requirements. In addition, it has raised resources to the tune of Rs. 150 crore through issue ofH Long Term Taxable Bonds.

International Assistance

KfW has released Rs. 132.56 crore under 2nd line of credit. Nordic Investment Bank also released Rs. 114.07 crores. Further IREDA has signed loan agreement with KfW for line of credit of Euro 19.971 million and negotiated with AfD for line of credit of Euro 70 million.

CREDIT RATINGS

CARE assigned ''CARE AAA (SO)1 [ Triple A ( Structured Obligation)] rating to the Long Term Taxable Bond Series-II issue of Rs. 150 crore of the Company. Instruments with this rating are considered to be of the best credit quality offering highest safety for timely servicing of debt obligations.

In addition, Brickwork Ratings India Pvt Ltd. assigned "BWR AAA (SO) rating with Stable" outlook the said Long Term Taxable Bond Series-II issue of Rs 150 crore, backed by Government of India''s letter of comfort. BWR AAA signifies "Best Credit Quality" in terms of meeting debt service obligations.

PROMOTIONAL EFFORTS

Business Meets

The Company continued to sponsor Seminars, Workshops and Business Meets to promote renewable energy technologies. During the year 2009-10, the Company supported fourteen such programmes in different places in the country.

Dissemination of Information

The Company continued to create awareness of its financing policies towards promotion of Renewable Energy Technologies/Energy Efficiency and Conservation (EEC) and also their potential benefits. Your Company brought out a manual on development of small hydro projects for use of project developers. IREDA News which is quarterly house publication for dissemination of information on development taking place in renewable energy sector was put on website.

DEVELOPMENT OF RURAL AREAS

During the year under report, out of 29 projects for Rs. 1823.91 crores sanctioned, 27 projects with loan assistance of Rs. 1814.91 crore shall be implemented in rural areas. The loan amount sanctioned for these areas constitutes around 99.51% of the total sanctions during the year.

SPECIAL CONCESSIONS

The Company continued with its policy to provide concessions in its lending terms and conditions to the promoters belonging to SC/ST, Women, Ex-service man and Handicapped categories and also for projects to be set up in North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand.

PROGRAMMES ENTRUSTED BY MNRE

The Company continued as implementing agency for various schemes entrusted to it by the MNRE and fund manager for its various interest subsidy schemes. MNRE has designated IREDA as a "Implementing Agency" under Generation Based Incentive Scheme for Wind Energy.

JOINT SECTOR COMPANY

M/s M. P. Wind Farms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs. 70 lakh including your Company''s initial subscription of Rs. 12 lakh and bonus share of Rs. 4.80 lakh against the authorized share capital of Rs. 100 lakh. Your Company has been receiving dividend consistently since the year 2006-07 onwards from the Joint Sector Company. MPWL is primarily involved in design and development of wind power estate to facilitate investment by small investors. Besides economising cost of infrastructure, MPWL also offers service for operation and maintenance of wind farms.

PLANNING, MONITORING AND EVALUATION

Planning

The Company has drawn up its Annual Plan for the year 2010-11, which envisages targets for loan sanction of Rs. 1900 crore and disbursement of Rs. 900 crore.

Monitoring & Evaluation

Project monitoring and evaluation are being carried out through direct inspections and physical verifications and through reports of Nominee Directors. Help of Concurrent Auditors / Concurrent Engineers is also taken for projects monitoring.

MEMORANDUM OF UNDERSTANDING

The Company''s performance in achieving the MoU targets for the year 2009-10 is likely to be rated as Taken Report were submitted to the Audit Committee for review.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs. 1252.33 lakh and the outflow was Rs. 1299.86 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievance of the employees continued to be redressed through dialogues and discussions.

CUSTOMER RELATIONS

Your Company endeavours to achieve and maintain fair and cordial relationship with its customers. The citizen charter was modified and put on its website with a view to provide to its customers the information relating to its services and products. Customer Facilitation Centre obtains feedback in the prescribed formats from the clients, which is analysed to know the level of satisfaction. A Grievance Redressal Committee (GRC) is already in place to look into the grievances of the customers / borrowers.

VIGILANCE

During the year 2009-10,Vigilance Department of the Company suggested corrective measures for improving control systems, setting up of adequate checks and balances, enforcing compliance of laid down procedures and carrying out investigation into complaints.

In accordance with the directives of CVC the Company observed Vigilance Awareness Week from 3rd to 7th November, 2009 during which essay/cartoon, slogan/debate competitions and a lecture programme on "Preventive Vigilance" were organised.

DIRECTORS'' RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement the Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at end of 31st March, 2010 and of the Profit & Loss Account of the Company for the period ended 31st March, 2010;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation of the continued guidance, co-operation and support provided by the Ministry of New and Renewable Energy, Ministry of Finance, Planning Commission and other Ministries/ Departments of the Government of India. The Company is thankful to the World Bank, Asian Development Bank, Kreditanstalt Fur Wiederaufbau (KfW)-Germany, Nordic Investment Bank, European Investment Bank, Agence Francaise de Developpement (AfD), Japan International Cooperation Agency (JICA) and other international financial institutions / agencies and investors for their co-operation, guidance and help.

The Company is thankful to the Comptroller and Auditor General of India, Statutory Auditors, Internal Auditors and Legal Auditors for their valued co- operation.

Special thanks are extended to the Bankers, Bond- holders and clients for the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels of their individual and collective valuable contribution towards the Company''s growth.

Last but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors.

(DEBASHISH MAJUMDAR)

Chairman & Managing Director

Place: New Delhi

Date: 23.09.2010

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Mar 31, 2009

The Directors have pleasure in presenting the 22nd Annual Report together with the audited Statements of Accounts and the Auditors Report for the year ended 31st March 2009.

RENEWABLE ENERGY SCENARIO

Indias fast growing economy demands an equally fast growing energy sector to fulfil its diverse and growing requirements. Given the threat of global warming and climate change, in addition to a large dependence on imports; Indias quest for energy security and sustainable development lies to a great extent in its ability to successfully harness energy from renewable sources.

Upto 31st March 2009 , grid-interactive renewable power generation capacity of 14,485 MW has been established, which accounts for over 9% of the total installed capacity in the country. India is fifth in the world in terms of wind energy capacity and second in biogas installations. Further, the government is also giving a new impetus to research and development to cutting edge new and renewable technology such as next generation solar technologies, hydrogen and fuel cells, biofuels etc.

During the year, Venture capitalists and private equity investors have also shown considerable interest in the Renewable Sector. India has also achieved considerable success in registering projects under Clean Development Mechanism (CDM). In fact, India accounts for over 30% of the total registered projects worldwide.

On the policy front, fifteen states have published Renewable Energy Portfolio Standards(RPS) orders specifying renewable energy percentages ranging from 0.5% to 20%.

The importance of Energy Efficiency/Conservation(EEC) and Demand Side Management (DSM) is underlined by huge potential such projects have in improving viability of various energy intensive sector. There exists a substantial cost effective energy saving potential, estimated at 15% of total generation , through DSM alone.

Keeping in view Xlth plan target of Renewable Energy capacity addition, IREDA has also geared up its programme for resource mobilisation from domestic borrowings and bi-lateral /multi-lateral agencies to meet the financial requirement for development of renewable energy sector.

OPERATIONS

SANCTIONS AND DISBURSEMENTS

The Company has been scaling up its lending operations. Loan sanctions increased from Rs. 826.15 crore in 2007-08 to Rs. 1489.93 crore in 2008-09 registering an impressive growth of 80.35%.

Disbursements during the year 2008-09 amounted to Rs.770.95 crore compared to Rs. 553.64 crore in the previous year

recording growth of 39.25 %.

The sector-wise details of the sanctions and disbursements during

the year are as under:

(Rs. in crore)

Sectors Sanctions Disbursements

Wind Power 728.87 483.51

Hydro Power 343.40 147.55

Co-generation 319.85 76.36

Biomass Power Generation 16.25 1.13

Energy Efficiency & Conservation 40.20 5.80

Solar Photo Voltaics 33.36 26.25

Solar Thermal 8.00 27.55

Waste to Energy 00 2.80

TOTAL 1489.93 770.95

The cumulative sanctions and disbursements stood at Rs.10355.58 crore and Rs. 5754.05 crore respectively as on 31st March 2009. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

CAPACITY SUPPORTED

The loan sanctions during the year 2008-09 will result in establishment of additional Renewable power generating capacity of about 403.75 MW. The sector-wise break-up of sanctioned

capacity is indicated below:

Sectors Capacity (MWf

Wind Power 218.30

Hydro Power 70.95

Cogeneration 91.00

Biomass Power Generation 10.00

Energy Efficiency & Conservation 13.50

TOTAL 403.75

FINANCIAL PERFORMANCE

WORKING RESULTS

The overall financial results of the Company for the year 2008- 09 are very encouraging, These are summarized below:

(Rs. in crore)

2007-08 2008-09

Gross Income 247.22 275.11 Prof it before Tax (including

prior period adjustment) 73.23 85.90

Provision for Income Tax 31.50 25.15

Deferred Tax Debit/Credit (-)6.44 4.39

Profit available for appropriation 48.38 66.00 (after adjustment of excess provisions made in earlier years,

balance in Profit & Loss Account brought forward, Fringe Benefit Tax and interest paid to Income Tax Department)

APPROPRIATIONS

Special Reserves u/s 36(1 )(viii) 17.36 15.31 of IncomeTaxAct 1961

Proposed Dividend 9.60 11.25

Dividend Tax 1.63 1.91

General Reserve 10.00 25.00

Surplus carried to Balance Sheet 9.79 12.53

The Profit and Loss Account takes care of the prudential norms regarding income recognition, asset classification and provisioning as approved by the Board of Directors in terms of Articles of Association of IREDA.

DIVIDEND

Your Directors recommend a dividend of Rs.11.25 crore for the financial year 2008-09, which is20%of the ProfitAfterTax.

PRUDENTIAL NORMS

Your Company , a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI) follows the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning as approved by Board of Directors of IREDA in terms of Articles of Association as per directions of MNRE,

STRESSED ASSETS MANAGEMENT

The level of net NPA during the year 2008-09 was brought down to 3.27% as against the previous year figure of 8% (computed after adjustment of ad hoc provisioning). The said decrease in the level of net NPAs was the result of recovery efforts made during the year through One Time Settlement, action under SARFAESI Act, 2002, reschedulement and regular follow up.

The Company could recover an aggregate amount of Rs.74.56 crore which included an amount of Rs. 12.24 crore recovered from written off assets.

During the year, the Prudential Norms relating to Income Recognition, Asset Classification and Provisioning were amended in terms of Articles of Association of IREDA as per the directions of MNRE. The change in the Prudential Norms and concerted efforts for recovery of stressed assets resulted in excess provision for standard assests and NPAs amounting to Rs.25.63 crore. The said excess provision has been retained in the books in addition to Ad-hoc provision of Rs.70 crore created in earlieryears as a prudent measure for meeting future eventualities.

DEBT EQUITY RATIO & NET WORTH

As During the year 2008-09, the Companys net worth increased to Rs.869.55 crore from Rs.797.13 crore in the previous year. As on 31st March 2009, the Companys net borrowing stood at Rs.1565.22 crore which is 1.80 times of its net worth.

RESOURCE MOBILISATION

SHARE CAPITAL

With the release of Government equity of Rs. 30 crore during 2008-09, the paid-up capital of the Company has risen to Rs. 520 crore as on 31st March 2009 against the authorized share capital of Rs. 1000 crore.

DOMESTIC BORROWINGS

During the year 2008-09, the Company borrowed Rs. 384 crore from various banks to meet its financial requirements. In addition, it has raised resources to the tune of Rs.100 crore through issue of Long Term Taxable Bonds.

INTERNATIONAL ASSISTANCE

The Company signed loan agreement with KfW for line of credit for Euro 50 million and also with Nordic Investment Bank for US $ 50 million. In order to meet the resource requirement in the next 2 to 3 years, discussion is underway to raise Euro 100 million from Agence Francaise de Developpement (AfD) and US$ 100 million from Japan International Cooperation Agency (JICA).

CREDIT RATING

CARE assigned CARE AAA (SO) [ Triple A ( Structured Obligation) ]rating to the Long Term Bond Series-I Issue of Rs 100 crore of the Company .Instruments with this rating are considered to be of the best credit quality offering highest safety for timely servicing of debt obligations.

PROMOTIONAL EFFORTS

BUSINESS MEETS

The Company continued to sponsor Seminars, Workshops and Business Meets to promote renewable energy technologies. During the year 2008-09 the Company supported five programmes in the states that have relatively less investment in renewable energy.

DISSEMINATION OF INFORMATION

The Company continued to create awareness of its financing policies towards promotion of renewable energy technologies/energy efficiency and conservation (EEC) and also their potential benefits. In this direction , the Company has prepared Five Minutes Capsule Film in the five major sectors namely Wind Energy, Hydro Energy, Bio-energy, Solar Energy and EEC . In addition , film for EEC in various industries like Cement, Sugar, Hotel .Glass etc were prepared for creation of awareness in Demand Side Management. Print and electronic media were used for sustained publicity.

DEVELOPMENT OF RURAL AREAS

During the year under report out of 47 project for Rs. 1489.93 crores sanctioned, 39 projects with loan assistance of Rs.1408.37 crore shall be implemented in rural areas. The loan amount sanctioned for these areas constitutes around 94.52% of the total sanctions during the year.

SPECIAL CONCESSIONS

The Company continued with its policy to provide concessions in its lending terms and conditions to the promoters belonging to SC/ST .Women , Ex-service man and Handicapped categories and also for projects to be set up in North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand.

PROGRAMMES ENTRUSTED BY MNRE

The Company continued as implementing agency for various schemes entrusted to it by the MNRE. Moreover MNRE designated the Company as fund manager for its various interest subsidy schemes.

JOINT SECTOR COMPANY

M/s M. P. Wind Farms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs.70 lakh including your Companys initial subscription of Rs. 12 lakh and bonus share of Rs.4.80 lakh against the authorized share capital of Rs.100 lakh. Your Company has been receiving dividend consistently since the year 2006-07 onwards from the Joint Sector Company. MPWL is primarily involved in design and development of wind power estate to facilitate investment by small investors. Besides economising cost of infrastructure, MPWL also offers service for operation and maintenance of wind farms.

NETWORKING ARRANGEMENTS

IREDA has been networking with various technical and professional organisations through a scheme of Business

Development Associates (BDA) for generating more business. As on 31st March 2009, total number of BDAs stood at 52, comprising 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 15 Private Sector Enterprises and 7 NGOs and Technical Institutions.

PLANNING, MONITORING AND EVALUATION

PLANNING

The Company has drawn up its Annual Plan for the year 2009-10, which envisages ambitious targets for loan sanction of Rs. 1200 crore and disbursement of Rs. 710 crore.

MONITORING & EVALUATION

Project monitoring and evaluation are being carried out through direct inspections and physical verifications and through reports of Nominee Directors .Help of Concurrent Auditors / Concurrent Engineers is also taken for projects monitoring.

MEMORANDUM OF UNDERSTANDING

For the second consecutive year, the Companys performance in achieving the MoU targets is likely to be rated as "Excellent". The Company has also signed a MoU with the Government for the year 2009-10.

HUMAN RESOURCE DEVELOPMENT

In the vibrant business environment, it is very much necessary to update knowledge and skill of the employees. Keeping this in view the Company invested 299 man-days in technical and non-

I technical training of the employees during 2008-09. The Company continued to nominate officials at various levels for the Seminars / I Workshops on specialized subjects in India and abroad.

INSTITUTIONAL DEVELOPMENT

As a part of enlarging its outreach and national presence, the Company has decided to open two new camp Offices at Ahmedabad in Gujarat and Kolkata in West Bengal. The existing Camp Offices at Hyderabad and Chennai were upgraded and renamed as "Branch Offices".

ECOLOGY &ENVIORNMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies which have a positive impact on environment besides reducing pollution. The RE projects to the tune of 184 MW commissioned during the year will result in annual saving of 0.15 million tons of oil equivalent (MTOE) and abatement of 0.5 million tons of carbon dioxide.

RESERVATION FOR SC/ST/OBCs/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/ Scheduled Tribes/Other Backward Communities/ Physically Handicapped. Liaison officers for Scheduled Castes/ Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company continued its efforts in the implementation of Official Language Policy of the Government of India and to encourage the employees for progressive use of Official Language. Workshops related to Official Language were organized to further educate and motivate IREDA employees. Review of progress of use of Hindi and implementation of Official Language Policy were done on regular basis through meetings of Rajbhasha Karyanvayan Samiti headed by Chairman and Managing Director, IREDA.

The Company organised Hindi Pakhwara in the first fortnight of September, 2008 during which various competitions were organised. Hasya Kavi Sammelan was also organized on Hindi Diwas in which three reputed poets recited their poems. An Inter- PSU competition for Member Undertakings of Town Official Language Implementation Committee (Undertakings), Delhi was organised by IREDA.

AUDITS & INSPECTIONS OF ACCOUNTS

STATUTORY AUDITORS

M/s S C Vasudeva & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2008-09.

AUDIT REVIEW

The Comments of the Comptroller and Auditor General of India on

the accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (AnnexureV).

INTERNAL AUDIT

M/s Ravi Rajan & Co., Chartered Accountants, New Delhi were appointed your Companys Internal auditors for the financial year 2008-09 and the Audit Reports and Action Taken Report were submitted to the Audit Committee for review.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990]isNIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs.3520.72 lakh and the outflow was Rs.3180.14lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievance of the employees continued to be redressed through dialogues and discussions.

CUSTOMER RELATIONS

The Company believes in building and enhancing better customer relationship. The Company continued with its customer-friendly

approach in day-to-day dealings. The problems of borrowers are redressed by a response mechanism through effective and immediate hearing by senior executives. Regular feedback is obtained from the borrowers. A study was also conducted through consultant to know the level of customers satisfaction and the recommendations made in the report were accepted by the Company. A Grievance Redressal Committee (GRC) is already in place to look into the grievances of the customers / borrowers.

VIGILANCE

During the year 2008-09, Vigilance Department of the Company suggested corrective measures for improving control systems, setting up of adequate checks and balances, enforcing compliance of laid down procedures and carrying out investigation into complaints.

The company observed Vigilance Awareness Week during 3rd November to 7th November, 2008. The vigilance awareness week was utilised , inter alia ,to publicize the procedure for making complaints under Public Interest Disclosures and Protection of Informer (PIDPI).

CORPORATE GOVERNANCE

The Company is committed to follow best practice of principles of good Corporate Governance. The Board lays strong emphasis on transparency, professionalism, accountability and integrity.

The Company has always endeavored to implement and maintain high standards of Corporate Governance norms and has been practicing the principles of good Corporate Governance even when they were not mandatory by legislation. The Companys philosophy of Corporate Governance stems from its belief that timely disclosures, transparent accounting policies and a strong and independent Board go a long way in preserving shareholder trust while maximizing long-term shareholder value.

A certificate from practicing Company Secretaries - M/s B. Mathur & Co., Company Secretaries, confirming compliance of conditions of Corporate Governance in line with the DPE Guidelines is annexed at Annexure-VI.

For and on behalf of the Board of Directors.

Place : New Delhi (DEBASHISH MAJUMDAR)

Dated: 29.09.2009 Chairman & Managing Director

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Mar 31, 2007

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited Statements of Accounts and the Auditorss Report for the year ended 31st March 2007.

ENERGY SCENARIO

Indias economic growth averages 8% and is projected to sustain the momentum for many years to come, leveraging the success of economic reforms initiated during 1990s and the demographic advantage. Energy is one of the major inputs for economic development to maintain this growth.

Traditional energy resources such as oil, gas and coal will not last forever and are becoming increasingly expensive, and bolstering investment in clean energy sources is the best way to reduce greenhouse gas emissions.

The National Electricity Policy envisages "Power for all by 2012" and per capita availability to power to be increased to over 1,000 units by 2011-12. The total installed capacity in the country at the end of 10th Plan was 1,32,330 MW. Based on 10th Plan actual capacity addition of 21,180 MW, a capacity addition of 78,577 MW has been proposed during 11th Plan.

The installed Renewable Energy Capacity at the beginning of the 10th Plan was about 3500 MW. A capacity of about 6,750 MW had been achieved during the 10th Plan against target of 3,075 MW.

For sustainable development and energy security, the importance of renewable energy sources need not be over emphasized. It is an established and accepted fact that renewables will play an increasingly important role in the future as they are cleaner, easier to use, environmentally benign and are bound to become economically more viable with increased use.

It would be through integration of energy efficiency and conservation efforts with renewable energy programmes that India would be able to achieve its mandate "Power for all" in an equitable and environment friendly sustainable manner. Renewable Energy and Energy Efficiency Projects being intrinsically suitable for consideration under the Clean Development Mechanism (CDM) of the Kyoto Protocol also play a key role in the blossoming Carbon Markets which has opened up a fresh opportunity for investors in this sector.

POLICIES

As an annual exercise, existing financing policy was reviewed and certain improvements were brought out therein. New scheme for financing industrial cogeneration sector was introduced during the year. Keeping in view the requirements of the borrowers, the company has simplified and streamlined a number of procedures and systems.

OPERATIONS

Sanctions and Disbursements

The Company has improved performance during the year 2006-07. Loan sanctions were Rs. 588.51 crore in 2006-07 compared to Rs. 505.83 crore in the previous year registering increase of 16.35%. Disbursements during the year 2006-07 amounted to Rs. 410.87 crore compared to Rs. 302.51 crore in the previous year recording robust growth of 35.82%. For the first time after last four years the Company was able to surpass the disbursement target of Rs. 400 crore, though the actual loan sanction fell short of target by 6%.

The sector-wise details of the sanctions and disbursements are as under

(Rs. in crore)

Sectors Sanctions Disbursements

Wind Power 266.19 258.19

Hydro-Power 160.87 58.36

Co-generation 116.28 19.68

Biomass Power 0.00 38.99

Generation - -

Energy Efficiency 21.30 29.40 & ieonseryation

Bipmass Gasificatipn 1.68 1.25

Solar thermal 13.00 5.00

Waste to Energy 9.19 0.00

Total 588.51 410.87

The cumulative sanctions and disbursements as on 31st March 2007 stood at Rs. 8039.50 crore and Rs. 4429.46 crore respectively. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

Capacity Addition

The loan sanctioned during the year 2006-07 will result in establishment of additional power generating capacity of about 259 MW. The sector-wise breakup of sanctioned capacity is indicated below :

Sectors Capacity (MW)

Wind Prower 148.55

Hydro Power 43.70

Cogeneration 55.00

Energy Efficiency & Conservation 8.00

Waste to Energy 3.66

Total 258.91

For the first time, your Company sanctioned 85.40 MW Wind Power project under co-financing arrangements with international agency Asian Development Bank.

FINANCIAL PERFORMANCE Working Results

The overall performance for the year 2006-07 was satisfactory. The key parameters of performance in this regard are listed below:

(Rs. in crore)

2005-06 2006-07

Gross Income 195.04 232.78 Profit before tax including prior 35.82 95.17 period adjustment)

Provision for Income Tax 17.60 27.70

Deferred Tax Credit/Debit 13.55 31.45

Profit available for appropriation 48.44 34.61 (after,adjustment of excess provisions made in -earlier years balance in Profit & Loss Account brough forward transfer from

Debenture -Redemption Reserve fringe Benefit Tax and interest paidto;lncome tax Debarment)

APPROPRIATIONS Special Reserves u/s 36(1) (viii) of 23.57 26.00

Income Tax Act 1961 Proposed Dividend 6.25 7.00

Dividend Tax 0.87 1.19

General Reserv 17.75 0.00

Surplus carried, to Balance -sheet 0.00 0.42

Including Deferred Tax Debit for earlier year.

The Profit and Loss Account takes care of the RBIs prudential norms regarding income recognition, assets classification and provision as per RBI guidelines.

Dividend

Your Directors recommend a dividend of Rs. 7.00 crore for the financial year 2006-07, which is marginally higher than 20% of the Profit After tax.

Prudential Norms

Your Company is a Non-Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI). As approved by MNRE, it has been following the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning and Disclosure requirements issued by RBI for Financial Institution(s), as amended from time to time.

Non-Performing Assets

During the year 2006-07, vigorous efforts for recovery of Non- Performing Assets (NPAs) were continued which resulted in recovery of Rs. 86.78 crores from these accounts. This includes recovery of Rs. 12.54 crores from the written off loans. However, the level of Net NPA increased marginally from 12.36% as on 31st March, 2006 to 12.52% as on 31st March, 2007. The increase in NPA was mainly on account of reduced/non realization of generation revenue by the borrower from respective SEB in Andhra Pradesh/Karnataka. Further, two projects have been downgraded to NPA due to delayed implementation of the projects in terms of RBI norms, though both were commissioned before 31st March, 2007.

The recovery from existing NPAs during the year not only enabled IREDA to reduce NPA .provision to Rs. 0.60 crore for the year (Previous year Rs. 1.91 crore) but also enabled to make an adhoc provision of Rs. 6.50 crore towards standard assets.

As a measure to manage NPA assets, a restructuring package in respect of 25 drought hit Small Hydro Projects in Andhra Pradesh was sanctioned. This step had arrested the slippage of 9 standard accounts into NPA category and likely to result in up-gradation of 16 NPA projects as on 31st March, 2007 into standard category by 31st March ,2008 after satisfactory completion of one year watch period as per the prudential norms.

Debt Equity Ratio & Net Worth

The Companys net borrowing stood at Rs. 1390.35 crore as on 31st March, 2007 against its net worth of Rs. 710.70 crore. Debt as ratio to net worth works out 1.96:1 which is well below 5:1 in terms of the Operational Policy Statement of the World Bank.

RESOURCE MOBILISATION

Share Capital

The Authorised as well as paid-up Share Capital of the Company was Rs. 400 crore as on 31st March, 2007.

The Government of India has accorded approval to increase the authorised share capital to Rs. 1000 crore for which necessary action for amendment in Memorandum & Articles of Association were initiated. During the year 2006-07, the Government of India released an amount of Rs. 40 crore towards equity contribution which has been kept as amount received towards equity contribution pending allotment. For the financial year 2007-08 the Company has been allocated equity of Rs. 50 crore.

International Assistance

An amount of Rs. 31.71 crore equivalent of US $7.00 million was availed under IBRD portion and Rs. 15 crores received through counter part funding from Government of India under IDA portion under India: Second Renewable Energy Project of the World Bank.

Interest Differential Fund

As pet KfW Agreement., IREDA has to create an Interest Differential Fund (IDF) out of the difference between interest income earned from the borrowers on lending from portion-l of KfW loan and 3.75%. Out of this IDF amount, 25% has to be utilised for further disbursement for the development of worthy renewable energy projects, capacity building of the Company, training and seminar etc and the balance 75% can be utilised to meet forex risk and Government of India guarantee fee on KfW Line of Credit.

Accordingly, your Company has maintained the IDF Memorandum Account, the details of which as on 31.3.2007 are as under:

(Rs. in lacs)

Amount Allocation of IDF Utilisation of IDF Balance in of IDF A/c. Interest 25% of the 75% of Out of Out of (2-4) (3-5) Differential amount to the amount 25% , 75% Fund be utilised to be portion portion (IDF) for , utilised development for Foreign projects Risk & deemed GOI particularly Exchange worthy of Guarantee promotion Fee and training etc.

1 2 3 4 5 6 7

3554.66 888.66 2666,00 888.66, 2666.00 - -

Credit Rating

Global rating agency Fitch Ratings India Pvt. Limited assigned a national long-term rating A+(ind)r to the Rs. 100 crore non-convertible debenture of IREDA. The outlook on the rating A+(ind) is stable.

PROMOTIONAL EFFORTS Business Meets

The Company continued to sponsor Seminars, Workshops, and Business Meets to promote renewable energy technologies. During the year, it supported a total of 53 programmes in different parts of the country. The sector-wise break-up of the promotional programmes is given below :

Sector No. of Programmes

Wind Energy 05

Hydro Energy 04

Energy Efficiency 10

Bio-Energy &« Cogeneration 07

Solar Energy 04

Women Development 02

Renewable Energy (General) 08

Others (Like Environment, Sustainable 13 development, Power etc.)

Total 53

Dissemination of Information

The Company has been making concerted efforts in creating awareness about the renewable energy technologies/energy conservation and their potential benefits. Brochures on various schemes were printed for distribution to the entrepreneurs and users. The "IREDA News" continued to be published quarterly to highlight the current developments in the renewable energy sector. A bi-monthly "Bulletin on Energy Efficiency" (BEE) is being published for creating awareness about Energy Efficiency and Conservation (EEC) in the country. Publicity campaigns have been conducted through print and electronic media.

Other Developmental Activities

The Company has undertaken various programmes for business development. These include Market Awareness and Outreach, Creative Market Development Initiative, Energy Efficiency Capacity Building Initiative etc.

Development of Rural/Backward Areas

During the year under report, 27 projects with loan assistance of Rs. 543 crore were sanctioned in rural/backward areas. The loan amount sanctioned for these areas constituted around 92% of the total sanctions during the year.

Development of NER & Newly Created States

The Company gives concessions in its lending terms and conditions for setting up projects in North Eastern region, Sikkim, Jharkhand, Chhattisgarh and Uttarakhand. Loan of Rs. 115.43 crore was sanctioned for setting up small hydro power projects with a capacity of 30 MW in Uttarakhand. The Company sponsored one promotional programme on "US Hydropower Council for International Development-Roundtable Consultation" in Dehradun (Uttrakhand).

Women in Renewable Energy

Besides giving special concessions in its lending terms and conditions to women, the Company has been organising various promotional programmes exclusively for women. During the year, it has organised two programmes exclusively for women, namely "National Seminar on RE Technology: A Path to Rural Womens Energy Security & Empowerment" and "Fourth International Training Course on Role of RE in Energy Planning and Expanding Livelihood Options".

Programmes Entrusted by MNRE

The Company continued to implement the various schemes entrusted to it by the MNRE. Moreover MNRE made your Company as fund manager for its various interest subsidy schemes.

JOINT SECTOR COMPANY

M/s M.P. Windfarms Limited (MPWL) is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s MPWL stood at Rs. 70 lakh, including your Companys initial subscription of Rs. 12 lakh and bonus share of Rs. 4.80 lakh, against the authorized share capital of Rs. 100 lakh.

MPWL took up the work of development of 15 MW WEGs project at Nagda hills near Dewas in Madhya Pradesh and commissioned 4 WEGs each of 600 kW during the year 2006-07. Balance 21 WEGs shall be installed during 2007-08. The consultancy assignment from Oil and Natural Gas Company Ltd. (ONGC) for 50 MW wind farm project in Gujarat is in progress. MPWL is in the process of identifying new sites for development of wind farms in Betul District of MP.

NETWORKING ARRANGEMENTS

IREDA has been networking with various technical and professional organisations through a scheme of Business Development Associates (BDA) for generating more business. As on 31st March, 2007, total number of BDAs stood at 53 comprising 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 15 Private Sector Enterprises and 8 NGOs and Technical Institutions.

PLANNING, MONITORING AND EVALUATION Planning

IREDA has drawn up its 11th Plan proposals (2007-12), envisaging ambitious targets for lending operations in line with the national programme. It proposes to sanction loan of Rs. 8145 crore and to disburse Rs 5700 crore during 11th Plan period. With the financial assistance from IREDA, a capacity of 1750 MW is targeted to be added during the same period.

Memorandum of Understanding

The Companys performance in achieving the MoLJ targets fixed for the year 2006-07 is likely to be rated as "Very Good". The Company has also signed a MoU with the Government for the year 2007-08 which, among others, stipulates loan sanction target of Rs. 714 crores and disbursement target of Rs. 550 crore.

Monitoring & Evaluation

Project monitoring and evaluation are being carried out through the mechanism of appointing Nominee Directors/Concurrent Auditors/ Engineers, direct inspections and physical verifications.

HUMAN RESOURCE DEVELOPMENT

The Company tuned its HR policy to meet its corporate objectives. A new Policy on Training & Development for all the employees and a scheme of Study Tour of the non-technical employees to the projects sites to get a first hand knowledge were implemented during the year. In-house training programme on environmental/social appraisal and procurement procedures applicable to the World Bank funded projects was organized for the benefit of projects officers. The officials at various level were nominated to attend the professional training courses and Seminars/Workshops and management & personality development programmes on specialized topics in the reputed institutions both in India and abroad so as to keep them abreast with latest developments in their respective fields.

The morale of the employees continued to remain high, during the year, facilitating smooth working of the Company and contributing to the achievement of its goals/targets. All efforts to achieve employee satisfaction were made through various measures like job rotation, welfare measures and introduction of new schemes etc.

INSTITUTIONAL DEVELOPMENT

The Company has upgraded IT infrastructure. Action for implementing Intranet facility has been initiated in order to have faster responses and improved productivity of employees.

IREDA has mooted proposals for formation of Joint Venture to take up micro financing activities and setting up Special Purpose Vehicle (SPV) to develop specific SEZ for RE sector for which it has obtained in principle approval of its Board.

New Office Space

The Company has purchased office space admeasuring 1813.75 square meters at August Kranti Bhavan, Bhikaji Cama Place, New

Delhi from Housing & Urban Development Corporation Ltd. Action for setting up infrastructure for the office has been initiated. It is likely that entire office will be shifted to new building in next year.

ECOLOGY & ENVIRONMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies, which have a benign impact on environment besides reducing pollution. The projects of 124.85 MW commissioned during the year will result in annual saving of 0.12 million tons of oil equivalent (MTOE) and abatement of 0.4 million tons of carbon di oxide.

RIGHT TO INFORMATION ACT, 2005

The Company has implemented the provisions of Right to Information Act, 2005 and designated its officials as Central Assistant Public Information Officer (CAPIO), Central Public Information Officer (CPIO) and Appellate Authority.

It has hosted at its web site the information on its functions, duties, powers and duties of its officers/employees, financing rules and regulations, directory of officers etc.

RESERVATION FOR SC/ST/OBCS/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/Scheduled Tribes/Other Backward Communities/Physically Hardicapped. Liaison officers for Sscheduled Castes/Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company continued its efforts in the implementation of Official Language policy of the Government of India. Due to its continuous efforts, level of correspondence in Hindi increased to 76.71% as compared to 75.01% at the end of previous year. During the year, officials from MNRE conducted inspection on the use of official language in IREDA and appreciated the efforts made in this regard.

IREDA has been awarded "Third Prize of Indira Gandhi Official Language Awards" by the Department of Official Language, Ministry of Home Affairs, Government of India during the year 2006 for the Financial Year 2004-05 amongst "A" category of PSUs for performance in the field of Official Language Hindi.

Quarterly meetings of the Rajbhasa Karyanvayan Samiti were held to review and make suggestions for accelerated use of Hindi and implementation of the provisions of the Official Language Act. The Company organized Hindi Diwas and Hindi Pakhwara with a view to propagating the progressive use of Hindi. On this occasion, Honble Member of Parliament and Member of the Parliamentary Committee on the Official Language, Shri Jai Prakash had graced the function as its Chief Guest. An exhibition was also displayed for which all the officials of MNRE including the Honble Chief Guest had appreciated the propagation and use of Official Language in IREDA.

AUDITORS & INSPECTIONS OF ACCOUNTS Statutory Auditors

M/s SC Vasudeva & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2006-07.

Audit Review

The Comments of the Comptroller and Auditor General of India on the Accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (Annexure V)._

Internal Audit & Legal Audit

M/s Ravi Rajan & Co., Chartered Accountants, Delhi were appointed your Companys Internal auditors for the financial year 2006-07 and the Audit Reports and Action Taken Report were submitted to the Audit Committee for review. M/s Bhasin & Co., Advocates were appointed Legal Auditors for the year 2006-07.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217(2A) of the companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the earnings in foreign exchange were equivalent to Rs. 2853.07 lakh and the outflow was Rs. 2686.80 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. The grievances of the employees, if any, were redressed through dialogues/discussions by the Director (Grievance).

CUSTOMER RELATIONS

The Company has taken initiative to build lasting relationship with customers through various measures. The financing policies were modified to make borrowers friendly. Online status of loan applications is provided. Demand letters are being sent online. A Customer Facilitation Centre is operating for quick disposal, timely assistance and response to queries of borrowers, promoters and entrepreneurs.

FAIR PRACTICES CODE (FPC) AND GRIEVANCE REDRESSAL MECHANISM(GRM)

In accordance with broad guidelines prescribed by RBI for NBFC, your Company has framed guidelines on Fair Practice Code in dealing with borrowers. This was approved by the Board of Directors and hosted on website. As required under the Fair Practices Code, the Guidelines on Grievance Redressal Mechanism (GRM) have been prepared to deal with the customers with the main objective for timely settlement of their grievance. The fair practices code and GRM were approved by the Board of Directors and hosted on website for information of public.

KNOW YOUR CUSTOMER (KYC) POLICY AND ANTI MONEY LAUNDERING (AML) STANDARDS

Based on the guidelines issued by Department of Banking Operations and Development of Reserve Bank of India, your Company has formulated policy on KYC and AML measures. The objective of the KYC is to prevent IREDA being used intentionally or unintentionally by criminal elements for money laundering activities and to understand the customer better and manage risks prudently. These guidelines were also approved by the Board and hosted on the website.

VIGILANCE

Vigilance Department functioned as an effective tool of positive management by streamlining and improving the systems and procedures with emphasis on preventive vigilance. Suggestions/ guidelines of Central Vigilance Commission (CVC) on "Tenders" and "Complaints" have been compiled for information and guidance of employees. In-house training programmes were conducted to create awareness among the staff members. As per the standing instructions, •periodic returns/record note of periodic reviews were sent to Central

Vigilance Commission (CVC)/Department of Personnel & Training (DOPT)/Department of Public Enterprises (DPE)/Ministry of New and Renewable Energy (MNRE). In pursuance of the directives of CVC, Vigilance Awareness Week was observed during 6th November to 10th November, 2006 in which Debate/Cartoon and Slogan/Essay competitions on vigilance related topics were organized with objective to create an ethical growth of the Company.

CORPORATE GOVERNANCE

Your Company is committed to follow best practice of principles of good corporate governance. The Board lays strong emphasis on transparency, professionalism, accountability and integrity.

BOARD OF DIRECTORS

The Board consists of 4 Directors viz. 2 Government Directors and 2 Functional Directors. During the year 2006-07, 5 meetings of the Board were held on 12.5.06, 19.7.06, 4.10.06, 9.3.07 and 23.3.07 to transact the business of the Company. The decisions taken by the Audit Committee were reported to the Board of Directors in their subsequent meetings. The attendance of each Director in the meeting is as under :

Composition of Board No of Meetings Meetings held during the attended tenure of the Director

Shri V Subramanian 05 05

Chairman, IREDA & Secretary, MNRE

Shri A.K.Rath 05 03 Director, IREDA & Special Secretary & Financial, Adviser MNRE

Shri Debashish Majumdar 05 05 Director (Technical)"& Managing } Director IREDA

Shri S.P. Reddi 05 05 Director (Finance) IREDA

The 19th AGM of the Company was held on 31.10.06. All the Directors attended the AGM.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS DURING 2007-08

Shri Debashish Majumdar, Director (Technical) & Officiating Managing Director, IREDA took over charge as Chairman and Managing Director of Indian Renewable Energy Development Agency Ltd. (IREDA) with effect from 27th June, 2007 (F/N) in terms of Office Order No. 1/8/2003-IREDA/Admn.-1 dated 26.06.2007 of Government of India in the Ministry of New and Renewable Energy (MNRE). Accordingly, Shri V. Subramanian, Secretary, MNRE relinquished his charge as Chairman, IREDA w.e.f. 26.06.2007.

* Shri A.K. Rath, Special Secretary & Financial Adviser, Ministry of New and Renewable Energy relinquished his charge as Director, IREDA w.e.f. 31.07.2007.

* Shri K.P. Sukumaran, Adviser, Ministry of New and Renewable Energy appointed as ex-officio part-time Director on the Board of Directors of IREDA as per MNREs letter No. 1/19/95-IREDA dated 31st July, 2007.

* Shri Hari Kumar, Director (Finance), Ministry of New and Renewable Energy appointed as ex-officio part-time Director on the Board of Directors of IREDA as per MNREs letter No. 1/ 19/95-IREDA dated 31st July, 2007.

AUDIT COMMITTEE

In terms of provisions of the Companies Act 1956, the Board has constituted Audit Committee. As per the terms of reference, the Audit Committee during the year 2006-07 took up the matters relating to appointment of Internal Auditors, review of their reports and action taken thereon, review of half yearly/yearly financial statements and other financial policies etc. The composition of Audit Committee and the meetings attended by members are as under:

Composition of Audit Designation No. of Committee Meetings attended during 2006-07

Shri V Subramanian Chairman 02 Chairman, IREDA & Secretary, MNRE

Shri A.K. Rath Member 02 Director, IREDA & Special Secretary & Financial Adviser, MNRE

Shri Debashish Majumdar Member 02 Managing Director & Director (Technical), IREDA

The decisions taken by the Audit Committee were reported to the Board of Directors in their subsequent meetings.

GENERAL BODY MEETINGS

Date, Time and Location of the last three AGMs are as under :

AGM Date. Time Location

17th 31.02.2004 04.00 PM New Delhi

18th 23.11.2005 11.00 AM New Delhi

19th 31.10.2006 11.30 AM New Delhi

DIRECTORS RESPONSIBILITIES STATEMENT

The Directors confirm:

* that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; "-

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

* that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

The Board of Directors placed on record their deep appreciation of valuable contribution made and the guidance provided by Sh. V. Subramanian, the outgoing Chairman and Sh. A.K. Rath, the outgoing ex-officio part-time Director in the growth of your Company.

The Board of Directors place on record their appreciation of the continued coperation and support provided by the Ministry of New and Renewable Energy, the Ministry of Finance, the Planning Commission and other Ministries/Departments of the Government of India. The Company is thankful to the World Bank, Swiss Development Co-operation, Global Environment Facility, Asian Development Bank, Danish International Development Agency, Royal Government of the

Netherlands, KfW, Germany, the Japanese Bank of International Cooperation, Japan and other international financial institutions, agencies and investors for their cooperation, guidance and help. The Company looks forward to their continued support and encouragement.

The Company is thankful to the Comptroller and Auditor General of India, the Statutory Auditors and the Bankers for their valued co- operation.

Special thanks are extended to the Bankers, Bond-holders and clients for the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels for their individual and collective valuable contribution towards the Companys performance.

Last but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors

Place : New Delhi (DEBASHISH MAJUMDAR) Dated : 06.10.2007 Chairman & Managing Director

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Mar 31, 2005

Your Directors have pleasure in presenting the Eighteenth Annual Report together with the audited Statements of Accounts and the Auditors Report tor the year ended 31s1 March 2005.

ENERGY SCENARIO

The Indias power sector continues to be characterised by the large gap between the demand and supply. The shortage is greater in the rural areas. The Government plans to launch a programme for the development of rural India called "Bharat Nirman" having six components including rural electrification. The programme has been conceived as a business plan to be implemented during remaining four years of the UPA government. A massive programme for rural electrification begins in 2005-06 with the objective of covering 1.25 lakh villages and connectivity to 2.3 crore households in five years. The programme envisages creation of rural electricity distribution backbone with 33/11 kV station in each block and at least one distribution transformer in each village. The cabinet committee on economic affairs approved a new rural electrification scheme aiming to provide a free single point connection to households below poverty line and a decentralised power distribution and supply. There is a provision of 100% subsidy for single point connection to households under the scheme. The Ministry of Non-Conventional Energy Sources (MNES) is implementing projects in those villages where extension of the electricity grid system would be neither cost-effective nor feasible, with electrification of 5000 such villages set as target for the 10th Plan. The Ministry has so far provided support for electrification of 3064 villages of which 1944 have been completed.

The Power Sector is poised for sustainable growth and the Government of India has accorded top priority for its development. The Cabinet has approved the National Electricity Policy under the

Electricity Act, 2003, which aims to set guidelines for the accelerated development of the power sector. The policy, it is hoped, will facilitate a financial turnaround of the power sector, currently saddled with huge financial losses and recognises the pre-eminent role of the state-run power firms as well as private firms.

MNES has drawn up its medium term plan which, inter alia, aims at 43500 MW cumulative installed capacity from renewable energy sources, 100 % coverage of all prospective industries and places with Solar Water Heating Systems, replacement of 10% fossil fuel by bio-fuels/synthetic fuels/hydrogen in transport, portable and stationary applications by 2022. It has set up the National Hydrogen Energy Board with the objective to guide preparation and implementation of hydrogen energy roadmap, which would bring about the transition to a Hydrogen Energy Economy by 2020 and beyond.

The developed countries, which have ratified Kyoto Protocol, that came into force on February 16, 2005, agreed to reduce greenhouse gases or engage in emissions trading if they maintain or increase emissions of gases that are linked to global warming. Developing countries like India will now be eligible to receive credits through various shared clean energy programmes under "Clean Development Mechanism" (CDM), established under Kyoto Protocol.

Energy saving opportunities are immense especially in the industry segment. According to some estimates, major industries have 15000 MW energy savings potential. The Energy Conservation Act, 2001 provides for establishment of State Energy Conservation Agencies to plan and execute programmes. A few slates have taken steps to introduce statewide energy conservation programmes.

The above programmes will certainly lead to development of energy market for project developers. equipment manufacturers and financial institutions like IREDA.

POLICIES

Your Company is continuing to operate in an area of growing competition. In order to make its financing guidelines meet the market requirements and tackle competition, the Company has carried out several policy changes. The differential interest rates for project financing and equipment financing under wind energy sector were removed and made uniform for both schemes. Eligibility condition for registration of application was relaxed for wind sector. Wind energy projects, for which applications are submitted within six months from the date of commissioning, are made eligible for sanction of loan. For energy efficiency and conservation sectors, the interest rates were restructured under different slabs based on repayment periods. The Company has also simplified and streamlined a number of procedures and systems making them more transparent and customer friendly.

OPERATIONS

SANCTIONS AND DISBURSEMENTS

The Company has been facing stiff competition for the third successive year from banks and other financial institutions. While loan sanctions went up to Rs.599.73 crore in 2004-05 from Rs.423.57 crore in 2003-04, disbursements (including MNES Subsidy) fell down to Rs.289.98 crore in 2004-05 from Rs.343.28 crore during the corresponding period. The sector-wise details of the sanctions and disbursements are as under:

(Rs. in crore) Sectors Sanctions Disbursements

Wind Energy 204.25 102.47

Small Hydro 176.73 90.04

Biomass 77.46 26.57 Co-generation

Biomass Power 32.20 45.67

Generation Energy Efficiency 96.73 0.65 & Conservation

Solar Thermal 12.36 17.25

Solar Photovoltaics 0.00 5.57

Waste to Energy 0.00 1.64

Bio Fuels 0.00 0.12

TOTAL 599.73 289.98

The cumulative sanctions and disbursements as on 31st March 2005 stood at Rs.6945.16 crore and Rs.3716.08 crore respectively. The Cumulative State-wise and Sector-wise sanctions and disbursements are indicated in Annexure I to IV.

CAPACITY ADDITION

Major part of the loan sanctioned during the year was for setting up power projects. Altogether these projects have led to the additional power generation capacity of 223.08 MW. The sector-wise break-up is indicated below:

Sectors Capacity (MW)

Wind Energy 53.03

Small Hydro 61.35

Biomass Co-generation 30.70

Biomass Power Generation 15.00

Energy Efficiency & Conservation 63.00

TOTAL 223.08

Loans were also sanctioned for installation of fuel saving equipment viz. solar water heating systems and energy efficient equipments for a total capacity of 18976 Metric Tons Coal Replacement (MTCR) per annum.

FINANCIAL PERFORMANCE

PRUDENTIAL NORMS

Your Company being a Non Banking Financial Company (NBFC), registered with Reserve Bank of India (RBI), has been following the Prudential Norms in respect of Income Recognition, Asset Classification, Provisioning and Disclosure requirements issued by RBI for Financial Institution(s), as amended from time-to-time and approved by MNES. For the Financial Year 2004-05 also, the Company followed guidelines.

WORKING RESULTS

The overall performance for the year 2004-05 was satisfactory. The key parameters of performance in this regard are listed below:

(Rs. in crore) 2003-04 2004-05

Gross Income 248.26 263.13

Profit before Tax (including 30.20 46.91 prior period adjustment)

Provision for Income Tax 14.00 35.35

Deferred Tax Credit (-) 10.80 (-) 21.50

Profit available for 24.59 34.00 appropriation (after adjustment of excess provisions made in earlier years, balance in Profit & Loss Account brought forward, transfer from General Reserve and interest paid to Income Tax Department)

The Profit and Loss Account takes care of the RBIs prudential norms regarding income recognition and asset classification and provides for stressed assets as per RBI guidelines.

DIVIDEND

Your Directors recommend a dividend of Rs.6.10 crore for the financial year 2004-05, which is marginally higher than 20% of the Profit after Tax.

STRESSED ASSETS MANAGEMENT

Significant progress in management of Stressed Assets was made during the financial year 2004-05. Gross Non-Performing Assets (NPAs) declined from Rs.263.05 crore to Rs.235.64 crore. Net NPAs stood at Rs.89.05 crore. The level of net NPAs was brought down from 9.58% to 5.53% of the total loan portfolio. Provision cover for NPAs was a healthy 62.21%. An amount of Rs.30.88 crore (Principal Rs.20.41 crore & interest Rs. 10.47 crore) was recovered from NPAs including written off accounts.

The Company has introduced a policy on sale/transfer of financial assets to Securitisation Company/Reconstruction Company incorporated under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. 2002. (SARFAESI). Such a measure would be in the interest of recovery efforts initiated by the Company.

RISK MANAGEMENT

An assignment to develop a comprehensive asset liability management framework to cover RBI guidelines and a policy for foreign exchange risk management has been awarded to a consultant. The consultant has submitted the final report and its recommendations are being implemented. An Asset and Liability Management Committee (ALCO) comprising departmental heads met periodically to review and monitor the Companys liquidity position.

DEBT EQUITY RATIO & NET WORTH

The Companys borrowing from all sources stood at Rs. 1337.70 crore as on 31.3.2005 against its net worth of Rs.594.92 crore. Debt as ratio to Net worth works out to 2.25:1 which is well below the 5:1, in terms of norm of the Operational Policy Statement of the Company.

RESOURCE MOBILISATION

SHARE CAPITAL

The paid-up capital of the Company rose to Rs.375.35 crore as on 31s1 March, 2005 from Rs.325.35 crore against the authorised share capital of Rs 400 crore. For the financial year 2005-06. the Company has been allocated equity of Rs.50 crore. The Board approved increase in authorised share capital from Rs.400 crore to Rs.750 crore. The Company has approached MNES for according permission for increasing the authorised share capital to Rs.750 crore.

DOMESTIC BORROWINGS

The Company has borrowed Rs.10.00 crore from Dena Bank and Rs.5.00 crore from Oriental Bank of Commerce during the financial year 2004-05 to meet resource requirements.

INTERNATIONAL ASSISTANCE

As for international Lines of Credit, an amount of Rs.95.12 crore equivalent to US $ 21.75 million was availed under India: Second Renewable Energy Project under IBRD portion.

INTEREST DIFFERENTIAL FUND

As per KfW Agreement, IREDA has to create an Interest Differential Fund (IDF) out of the difference between interest income earned from the borrowers on lending from portion I of KfW loan and 3.75 per cent. Out of this IDF amount, 25% has to be utilised for further disbursement for the development of worthy renewable energy projects, capacity building of the Company, training and seminar etc and the balance 75% can be utilised to meet forex risk and Government of India guarantee fee on KfW Line of Credit.

COST REDUCTION MEASURES

Your Company has pre-paid the balance ADB Pool Based Single Currency Loan of US $ 9.92 million carrying interest rate of 13.73% per annum. Further, your Company has successfully re-negotiated the interest rates on borrowings from commercial banks. This has resulted in substantial reduction in the interest expenditure.

Your Company is actively taking steps for protection against interest rate risk by adopting derivative instruments on case-to-case basis. In this regard, during the financial year, an interest rate swap was finalized with Standard Chartered Bank for KfW loan. As per the swap, the Company hedged variable interest, rate receivable by fixed interest rate. receivable against fixed interest rate liability. Due to this swap, the Company has earned additional interest of Rs.0.56 crore during the financial year 2004-05.

PROMOTIONAL EFFORTS

BUSINESS MEETS

The Company continued to sponsor Seminars. Workshops, and Business Meets to promote renewable energy technologies. During the year, it supported a total of 38 programmes in different parts of the country. The sector-wise break-up of the promotional programmes is given below:

Sector Nos.

Wind Energy 3

Small Hydro 2

Energy Efficiency 10

Bio-Energy & Cogeneration 2

Solar Energy 5

Women Development 1

Renewable Energy (General) 5

Others 10

Total 38

DISSEMINATION OF INFORMATION

The Company continued to create awareness of its financing policies towards promotion of renewable energy technologies and energy conservation projects. The "IREDA News" continued to be published quarterly to highlight the current developments in the renewable energy sector. A bi-monthly "Bulletin on Energy Efficiency" (BEE) is being published for creating awareness about Energy Efficiency and Conservation (EEC) in the country. Publicity campaigns have been conducted through print and electronic media.

DEVELOPMENT OF BACKWARD AREAS

During the year under report, 14 projects with loan assistance of Rs. 176.73 crore were sanctioned in backward areas. The loan amount sanctioned for these areas constituted around 29% of the total sanctions during the year.

DEVELOPMENT OK NER & NEWLY CREATED STATES

The Company takes appropriate steps from time to time to promote renewable energy technologies in the North Eastern Region, Sikkim, Jharkhand, Chhattisgarh and Uttaranchal. Loans totalling Rs.41.34 crore for setting up 5 projects in Uttaranchal and Rs.34.65 crore for 2 projects in Chhattisgarh were sanctioned during 2004-05. The Company sponsored one promotional programme titled "Women and Energy" in Uttaranchal.

WOMEN IN RENEWABLE ENERGY

Besides giving special concessions in its lending terms and conditions to women, the Company has been organising various promotional programmes exclusively for women. During the year, it has organised one programme exclusively for women, namely Programme on Women & Energy.

BUSINESS STRATEGY

As a business strategy, the Company contemplates further liberalisation of its financing policy to generate more business. It is also exploring the possibility of forming a joint venture company and expanding the scope of Renewable Energy Technologies through captive power users presently meeting their power requirement through diesel, coal etc.

PROGRAMMES ENTRUSTED BY MNES

The Company continued to implement the various schemes entrusted to it by the MNES.

JOINT SECTOR COMPANY

M/s.M.P.Windfarms Limited is the sole Joint Sector Company promoted by your Company in collaboration with the Government of Madhya Pradesh and a private sector company. The paid-up capital of M/s.M.P. Windfarms Limited stood at Rs.70 lakh, including your Companys initial subscription of Rs.12 lakh and bonus share of Rs.4.80 lakh, against the authorised share capital of Rs.100 lakh. Though this years generation has been better than the previous year, in order to overcome its financial difficulties, the Company is in discussions with various turbine manufacturers for development of Nagda site near Dewas through which the Company is expected to earn income by providing infrastructure 0 & M services.

NETWORKING ARRANGEMENTS

The Company has been networking with various technical and professional organisations through a scheme of Business Development Associates (BDAs) for generating more business. During the year, one more BDA was registered, taking the total number of BDAs to 54 as on 31st March, 2005. These BDAs comprise, 16 Technical Consultancy Organisations, 12 State Nodal Agencies, 2 Local Productivity Councils, 16 Private Sector Enterprises and 8 NGOs and Technical Institutions.

FOREIGN DELEGATION

Pacific International Consultants and NEDO, Japan Mission team visited your Company to collect information on biomass derived energy project to be implemented under NEDO scheme. British High Commission Mission visited your Company to understand the progress and future of electricity and energy market in India.

PLANNING, MONITORING AND EVALUATION

PLANNING

Your Company has prepared the Annual Plan for the year 2005-06, which envisages loan sanction of Rs.540 crore and loan disbursement of Rs.380 crore with capacity addition of 230 MW and 20000 MTCR. A Consultant has been engaged for developing a suitable strategy and action plan for the Company for adapting to changes in business environment in the financial sector.

MEMORANDUM OF UNDERSTANDING (MoU)

Based on the provisional figures, the Companys performance in achieving the MoU targets fixed for the year 2004-05 is likely to be rated as "Good". The Company has also signed a MoU with the Government for the year 2005-06.

MONITORING & EVALUATION

Confederation of Indian Industry, Hyderabad was appointed for post-commissioning evaluation studies of energy efficiency projects of M/s NCL Industries Ltd. and M/s GMR Industries Ltd. A Concurrent Auditor was appointed for the Companys funded energy efficiency project of M/s Orissa Sponge Iron Ltd. For monitoring and evaluation of energy efficiency projects in a systematic manner, consultants have been engaged for the preparation of a Manual.

HUMAN RESOURCE DEVELOPMENT

Your Company recognises its employees to be one of its principal resources and continued to improve their quality. The Company invested 135 mandays in technical and non-technical training of the employees during the 2004-05. They were also deputed for attending Seminars/Workshops/Symposia on specialised subjects both in India and abroad, so as to keep them abreast with the latest developments in their respective fields.

The morale of your Companys employees continued to remain high during the year, facilitating smooth working of the Company and contributing to the achievement of its goals/targets. All efforts to achieve employee satisfaction were made through various measures like job rotation, welfare measures and introduction of new schemes etc.

INSTITUTIONAL DEVELOPMENT

The Company pays attention for development of capabilities of employees to meet the challenges of a changing environment. Preparation of codes, Best practices and case studies has been undertaken in association with Bureau of Energy Efficiency. The Company has engaged the services of a Consultant for development of credit risk rating system for projects financed by the Company. A Security Manual covering revised guidelines/responsibilities was prepared. The Quality Policy and Objectives of the Company were re-defined as a part of IS/ISO 9001: 2000 certification.

ECOLOGY & ENVIRONMENT

The Company has been promoting the spread of eco-friendly renewable energy technologies, which have a benign impact on environment besides reducing pollution. The projects sanctioned by the Company will result in the saving or conservation of conventional fuels. The projects promoted have also resulted in tangible benefits in terms of saving of foreign exchange. The Company is contributing to the socio-economic development of the country by promoting environment-friendly renewable sources of energy.

ISO 9001:2000 CERTIFICATION

Your Company has been accredited with ISO 9001:2000 certification for the quality Management Systems Certification by the Bureau of Indian Standards (BIS). Grant of Quality Management Systems Certificate Licence as per ISO 9001: 2000 is for a period for three years effective from 29th December, 2004 for promotion, development and financing for renewable energy, non-conventional energy, energy efficiency & conservation and environmental technology projects excluding design. Your Company is possibly the first Company under Non-Banking Financing category to have got this certification for its entire operations.

RESERVATION FOR SC/ST/OBCs/PH

In accordance with the Government policy, the Company has been strictly following the Governments instructions regarding recruitment and promotion of candidates belonging to Scheduled Castes/Scheduled Tribes/Other Backward

Communities/Physically Handicapped. Liaison officers for Scheduled Castes/Scheduled Tribes/Other Backward Communities have also been nominated to cater the interests of these categories.

OFFICIAL LANGUAGE IMPLEMENTATION

The Company has been constantly endeavouring to implement the official language policy effectively. Due to its continuous efforts, the level of correspondence in Hindi rose to 76.35% as against 76.11 % at the end of the previous year.

The Company also organised Hindi Diwas and Hindi Pakhwara with a view to creating awareness and accelerating use of Hindi. Quarterly meetings of the Rajbhasa Karyanvayan Samiti were held to review and make suggestions for accelerated use of Hindi and implementation of the provisions of the Official Language Act. The Company was given the Indira Gandhi Official Language Award (3111 Prize) for the financial year 2002-03 amongst "A" category of public sector undertakings. This is the most prestigious award instituted by the Government of India for propagation of Official Language. Your Company also received award from Town Official Language Implementation Committee (Undertaking), Delhi for successfully organising "Picture-Composition" Competition.

AUDITS & INSPECTIONS OF ACCOUNTS

STATUTORY AUDITORS

M/s K G Somani & Co, Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the financial year 2004-05.

AUDIT REVIEW

The Comments of the Comptroller and Auditor General of India on the accounts together with the review on Accounts, Statutory Auditors Report to the Members and the comments of the Management thereon are annexed (Annexure V).

INTERNAL AUDIT & LEGAL AUDIT

M/s Ravi Rajan & Co., Chartered Accountants, Delhi were appointed your Companys Internal auditors for the financial year 2004-05 and their reports were submitted on a quarterly basis. M/s Singhania & Partners were appointed Legal Auditors for the year 2004-05.

PARTICULARS OF EMPLOYEES

Information with regard to the particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies [Particulars of Employees (Amendment) Rules, 1990] is NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year. the earnings in foreign exchange were equivalent to Rs. 1327.69 lakh and the outflow was Rs. 1804.56 lakh.

PERSONNEL AND INDUSTRIAL RELATIONS

Personnel relations continued to be extremely cordial and harmonious during the year. Your Company has taken timely actions to address issues of industrial relations, leading to better work environment.

CUSTOMER RELATIONS

The Company believes in building and enhancing better customer relationship. The Company continued with its customer-friendly approach in day-to-day dealings. The problems of borrowers were redressed by a response mechanism of immediate hearing by senior executives. The Company has hosted on its website the information on date of receipt of applications, date of registration, missing/inadequate details in loan application, date of sanction/disbursement and other details for the benefit of the borrowers. It has prepared quality improvement plan, which includes procurement of stamp papers on behalf of borrowers, sending demand notices online, standardisation of sanction letter etc.

VIGILANCE

Your Company has made efforts to streamline the systems and procedures with emphasis on preventive vigilance. Suggestions/directions of Central Vigilance Commission (CVC) have been suitably incorporated in the existing guidelines of the Company. The Vigilance Advisory Committee has been meeting periodically to advice on preventive vigilance. In compliance with CVC instructions, a Vigilance Awareness Week was observed by your Company, during which Essay/Debate/Cartoon Competitions for the awareness of IREDA officials/Staff were organised on Vigilance related topics. In-house training programmes were also conducted to create awareness among the staff members.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good corporate governance. The Board lays strong emphasis on transparency, professionalism. accountability and integrity. In view of the new development and provisions of the Companies Act, 1956, the Board has reconstituted the Audit Committee with the following members :

(i) Shri A.M. Gokhale : Chairman Secretary, MNES & Chairman, IREDA

(ii) Shri A. K. Rath : Member Additional Secretary & Financial Adviser, MNES & Director, IREDA

(iii) Shri Debashish Majumdar : Member Managing Director & Director (Technical), IREDA

Taking note of the requirement, two meetings of the Audit Committee were held during the year.

DIRECTORS RESPONSIBILITIES STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2005:

* The applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

* That the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

* That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* That the Directors had prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

During the year, 5 meetings of the Board were held to transact the business of the Company. In addition, 2 meetings of the Committee of Directors (COD) were also held. The decisions taken by the COD were reported to the Board of Directors in their subsequent meetings.

ACKNOWLEDGEMENTS

The Board of Directors place on record their deep appreciation of the valuable contribution made and the guidance provided by Shri T. Prabakaran. the outgoing Director (Finance) and Managing Director (Officiating) The Board of Directors place on record their appreciation of the continued co-operation and support provided by the Ministry of Non-Conventional Energy Sources, the Ministry of Finance, the Planning Commission and other Ministries/Departments of the Government of India. The Company is thankful to the World Bank, Swiss Development Co-operation. Global Environment Facility. Asian Development Bank. Danish International Development Agency, Royal Government of the Netherlands, KfW, Germany, the Japanese Bank of International Cooperation. Japan and other international financial institutions, agencies and investors for their co-operation, guidance and help. The Company looks forward to their continued support and encouragement.

The Company is thankful to the Comptroller and Auditor General of India, the Statutory Auditors and the Bankers for their valued co-operation.

Special thanks are extended to the Bankers, Bond-holders and clients tor the confidence and the trust reposed by them in the Company.

The Board of Directors conveys their appreciation to the employees of the Company at all levels for their individual and collective valuable contribution towards the Companys performance.

East, but not the least, the Board of Directors wish to record their gratitude to the Shareholders for their continued trust and confidence reposed in them.

For and on behalf of the Board of Directors A. M. GOKHALE Chairman Place: New Delhi Dated : 25th October, 2005

ANNEXURE TO THE DIRECTORS REPORT

Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 on the accounts of Indian Renewable Energy Development Agency Limited for the year ended 31st March, 2005

(As conveyed vide letter No. MAB-II/CAD-I/15-2/2005-2006/486 dated 30th September, 2005 by the Office of the Principal Director of Commercial Audit & Ex-Officio Member, Audit Board-11, New Delhi).

BALANCE SHEET Loans and Advances (Schedule-H) Loan to Constituents IREDA - Rs. 1825.10 crore

(a) The above includes accumulated interest amounting to Rs. 64.21 crore on rescheduled loans of Small Hydro projects of Andhra Pradesh. The Company has accounted for this interest as the loans have been treated as standard assets in relaxation of Prudential norms with the approval of the Ministry of Non-Conventional Energy Sources. The relaxation was given by the Ministry due to drought conditions in the State. This fact has not been adequately disclosed.

(b) The above also includes Rs. 3.59 crore being funded interest on two rescheduled loans (G.K. Bio Energy Ltd. and Shri Prabhulingeshwar Mills) recognized as income on accrual basis. This fact has also not been adequately disclosed.

Information and Explanation as required under Section 217(3) of the Companies Act, 1956 on the Comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 : Noted .

For and on behalf of the Board of Directors (A. K. Singh) (A. M. Gokhale) Principal Director of Commercial Audit Chairman and ex-officio Member Audit Board-11

Place: New Delhi Date: 30.09.2005

ANNEXURE TO THE DIRECTORS REPORT

Comments of IREDAs Management on Statutory Audit Report [Required under Section 217(3) of the Companies Act, 1956] for the financial year 2004-05

Sl. No. Auditors Report : Management Reply

A(f) Note No. 5 regarding depreciation on lease-hold building which is reproduced below:-

Conveyance deeds in respect of leasehold buildings - a residential flat costing Rs.41,43,149 (Previous year - Rs. 41,43,149) and office premises costing Rs. 2,64,10,058 (Previous year - Rs. 2,64,10,058) are yet to be executed in favour of the Company. The cost includes proportionate value for land which has not been separately determined and accounted for. As such, depreciation has been charged on composite cost at the rates prescribed as per Schedule XIV of the Companies Act, 1956.

The Ministry of Urban Development is yet to enter into an agreement with the India Habitat Centre (IHC) for office building and with M/s Hindustan Prefab Ltd. (HPL) for residential flat. IHC and HPL can enter into an agreement with IREDA only after signing lease agreement with the Ministry of Urban Development.

This is the position in respect of other occupants also. The cost includes proportionate value of land which has not been separately determined and accounted for. As such, depreciation has been charged on composite cost at the rates prescibed as per Schedule XIV of the Companies Act, 1956.

A(f) Note No. 6 regarding Office Equipments which is reproduced below:-

Office Equipment includes Rs. 10,959 (Previous year Rs. 12,730) being the written down value of the cost of items issued to the Honble Ex-Minister of State for Non-Conventional Energy Sources, which is yet to be received back.

IREDA has been regularly pursuing for collection of the items from the Honble Ex-Minister of State for Non-Conventional Energy Sources.