Indian Renewable Energy Development Agency Ltd

Dear Shareholders,

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).

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:

( in Crore)

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.

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 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.

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.

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.

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)

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.

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:

( in Crore)

To mark the occasion, Shri Pralhad Joshi, the Hon'ble Union Minister of New and Renewable Energy also participated in the #,d_isM+_eka_ds_uke (#Plant4Mother) campaign by plantingsapling at India Habitat Centre, symbolizing his commitment to environmental sustainability

Shri Pralhad Joshi, the Hon'ble Union Minister of New and Renewable Energy, Consumer Affairs, Food and Public Distribution, visited IREDA' Registered Office at India Habitat Centre, New Delhi on 30th August 2024

Smt. Nidhi Khare, then Secretary, Ministry of New & Renewable Energy visited the Registered Office of IREDA in New Delhi on 22nd January 2025

CMD, IREDA, with Director (Finance) welcomed Shri Prashant Kumar Singh as the new Secretary, MNRE on 1st October 2024. Later, he assumed the position of Chief Secretary of Manipur

Hon'ble Union Ministers, Shri Pralhad Joshi and Shri Hardeep Singh Puri inaugurated the IREDA Pavilion at the

2nd International Conference on Green Hydrogen in New Delhi

IREDA Stall under MNRE Pavilion at 18th Pravasi Bharatiya Divas Convention & Exhibition, held in Bhubaneswar, Odisha

( in Crore)

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:

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:

( in Crore)

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.

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

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.

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.

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

Limited and CARE Ratings Limited.

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

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:

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.

( in Crore)

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 filed before Hon'ble Debt Recovery Tribunal under Section 19 of the Recovery of Debt and Bankruptcy Act, 1993 against M/s GEL, M/s Gensol 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.

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.

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.

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:

( in Crore)

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 line 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.

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:

( in Crore)

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.

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 all 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 all 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.

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 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 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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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://

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.

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.

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.

International Women's Day 2025 celebration

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.

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.

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.

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

IREDA celebrated Public Sector Day by hosting a special event with former leaders and superannuated employees. The gathering focused on celebrating the organization's legacy and future success. Highlights included valuable insights from past CMDs and Directors, and a Hasya Kavi Sammelan that added laughter and camaraderie.

IREDA organized a Badminton Tournament at Fortune World School, Noida, on 30th November 2024 to foster camaraderie and healthy competition

IREDA conducted an Awareness Session and Ni-Kshay Shivir (Screening Camp) at its Corporate Office on12th February 2025 for all employees

IREDA organized a preventive health check-up camp for its employees, including outsourced staff,

at company's registered office on 25th January 2025

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.

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:

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.

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.

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.

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.

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.

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.

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.

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

IREDA 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

IREDA was awarded the ‘CBIP Award 2024' for its outstanding contribution to the development of the renewable energy sector. CMD, IREDA received the CBIP Individual Award for his outstanding contribution to the development of the renewable energy sector

IREDA won three awards at the 14th PSE Excellence Awards by the Indian Chamber of Commerce:

Gold for Corporate Governance and CSR & Sustainability and Silver for Operational Performance Excellence

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.

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:

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 "lR;fudBk dh laL—fr ls jkdV? dh lef)" 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.

IREDA observed Vigilance Awareness Week 2024 from October 28^th to November 3^rd, 2024

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.

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.

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 shall 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.

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.

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.

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 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.

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.

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

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

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.

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.

Your Company has adequate internal financial controls with reference to the Financial Statements.

For details, please refer to the ‘Management Discussion and Analysis Report'.

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.

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

Your Company has adequate internal financial controls with reference to the Financial Statements.

For details, please refer to the ‘Management Discussion and Analysis Report'.

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

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.

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:

( in Crore)

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

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

Your Company affirms that a Vigil Mechanism/Whistle Blower Policy is in place and no person has

been denied access to the Competent Authority.

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.

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

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

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.

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

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

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

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.

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:

M/s Shiv & Associates, Chartered Accountants, New Delhi (Firm Registration No.: 009989N) were appointed as the Statutory Auditors of your Company for FY 25 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the financial statements of your Company 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 any incident of fraud during the financial year under review.

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

Your Company has adequate system of internal control systems commensurate with size, scale and complexity of its operations to ensure accurate and timely reporting of various transactions, efficiency 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 by 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 & Company, LLP, Chartered Accountants, appointed as internal auditor, for the FY 25. 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. Further, the Company has implemented Board-approved Risk Based Internal Audit (RBIA) Policy in compliance with the RBI guidelines.

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.

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.

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.

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.

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

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.

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.

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.

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:

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.

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:

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;

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;

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;

the Directors have prepared the annual accounts for FY 25, on a going-concern basis;

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

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

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, Acuit? 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.