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EQUITY - MARKET SCREENER

Indowind Energy Ltd
Industry :  Power Generation And Supply
BSE Code
ISIN Demat
Book Value()
532894
INE227G01018
15.1845202
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
INDOWIND
0
134.92
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Oct 20, 2026 04:22 AM

To the Members

Your directors are pleased to present this 31 st Annual Report of the Company together with the Audited Accounts for the year ended 31 st March 2026.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2025-26 2024-25 2025-26 2024-25
Total Income 3,110.94 2,611.96 4,033.13 3,501.25
Total Expenses 3,019.26 2,342.30 3,940.57 3,230.35
Profit Before Tax & Exceptional items 169.64 382.71 134.86 350.63
Tax Expense 143.02 149.65 134.28 180.09
Profit After Tax 26.62 233.06 0.58 170.54

During the year under review (2025-26), your Company's total income achieved is Rs.4,033.13 Lakhs and has earned profit of Rs. 0.58Lakhs on Consolidated basis during the year.

2. ANNUAL RETURN

For Annual Return click the Link mentioned herein https://indowind.com/annual-return-2/

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, Five (5) Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby states that.

1. In the preparation of the Annual accounts, applicable accounting standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 31 st March 2026 and profit for the Company for the year ended 31 st March 2026.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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

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

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6) OF THE

COMPANIES ACT,2013

The Company has obtained a declaration from the independent directors that they meet the criteria of Independence as provided in the section mentioned herein above.

6. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND

OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT, 2013

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy that inter alia provides the criteria for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance, and the remuneration payable to them. The criteria for determining qualifications, positive attributes, and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at http://indowind.co.in/wp-content/uploads/2025/05/rempolicy.pdf

7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION

143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no fraud on the Company by its officers and employees had been noticed or reported during the year.

8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR

ADVERSE REMARK OR DISCLAIMER MADE:

The above-mentioned explanation is given in ANNEXURE I of the Report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details are given in the notes to the financial statements which forms part of this Annual Report.

10. TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under Notes on Accounts and with respect to transactions with related parties, details are given in the format Form AOC-2,which forms part of this report in ANNEXURE -II.

11. STATE OF THE COMPANY'S AFFAIRS:

As per the Management Discussion and Analysis Report.

12. DIVIDEND

Your Company has not declared any Dividend for the year ended 31 st March 2026.

13. TRANSFER TO RESERVES

The Net Profit after tax 26.62 Lakhs is transferred to the reserves.

14. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND FOREIGN EXCHANGE OUTGO

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to your Company.

16. CORPORATE SOCIAL RESPONSIBILITY

The CSR activities are not applicable to the company for the financial year2025-26.

17. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY

The company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;

18. ANNUAL EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The Directors expressed their satisfaction with the evaluation process.

19. PARTICULARS OF EMPLOYEES:

Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; NAME DESIGNATION RATIO
Dr.K.S. Ravindranath Whole-Time Director 11:1
Mr.N.K.Haribabu Whole-Time Director 7:1
Except the above-mentioned Directors, no other director was in receipt of remuneration except sitting fees.
(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; NIL
(ii) the percentage increase in the median remuneration of employees in the financial year; NIL
(iii)average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; NIL
the number of permanent employees on the rolls of company The number of permanent employees on the rolls of company is 69.
Affirmation that the remuneration is as per the remuneration policy of the company. It is affirmed that the remuneration is as per the remuneration policy of the Company.
Disclosure under 5(2) & 5(3) Pursuant to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to bsharath@indowind.COm.The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.

20.AUDIT COMMITTEE

The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. All the recommendations of the Committee were accepted by the Board.

21. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - NIL.

22. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the rading Window is closed. All the Directors, Key Management Personnel, and Senior Management Personnel are aware of the above code and an annual confirmation on the compliance of the said codes has been received by the Company from the concerned parties. The declaration to this effect made by the Managing Director is attached to this report. The code of conduct of the Board of Directors and Senior Management Personnel and the code for Insider Trading are available in the Company's website.

23. VIGIL MECHANISM POLICY:

As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

24.HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT

As on 31 st March 2026, the Company has one subsidiary, namely Indowind Power Private Limited, in which the Company holds 51.05% of the paid-up equity share capital. The Company does not have any associate company or joint venture within the meaning of Section 2(6) of the Companies Act, 2013.

Ind Eco Ventures Limited ceased to be a subsidiary of the Company during the year under review, pursuant to the order of the Hon'ble National Company Law Tribunal, Chennai Bench dated 10th March 2026 sanctioning the Scheme of Merger of Ind Eco Ventures Limited with the Company.

Indowind Power Private Limited is engaged in the business of generation of power from renewable energy sources. During the financial year ended 31st March 2026, the subsidiary recorded a turnover of Rs.1,026.18 lakhs and incurred a loss before tax of Rs.34.79 lakhs. After accounting for a tax credit of Rs.8.74 lakhs, the loss after tax for the year stood at Rs.26.04 lakhs. As on 31 st March 2026, the subsidiary had a share capital of Rs.133.70 lakhs and reserves and surplus of Rs.73.34 lakhs, aggregating to a net worth of Rs. 207.04 lakhs, with total assets of Rs. 947.45 lakhs.

The operations of the subsidiary contributed meaningfully to the consolidated revenue of the Company during the year under review, although the results at the profit level were impacted by variations in wind patterns, evacuation constraints and finance costs. Consequently, the loss of the subsidiary, to the extent of the Company's shareholding, has been reflected in the consolidated financial statements. The Board continues to monitor the performance of the subsidiary and is taking steps to improve generation, realization and operational efficiency in the ensuing years.

The Statement containing salient features of the financial statement of Subsidiaries are given in Form AOC-l which is attached as ANNEXURE IN.

25. STATUTORY AUDITORS

M/s. Venkatesh &co, Chartered Accountants, Chennai (ICAI Firm Registration No.004636S) was appointed in the 27 th Annual General Meeting and will hold the office up to the conclusion of 32 nd Annual General Meeting of the Company.

26. SECRETARIAL AUDIT

KRA & Associates, Practising Company Secretaries, is the secretarial auditor of the company for the year under review and their report is attached with this in the format Form MR-3, which forms part of this report in ANNEXURE -IV. There are no qualifications, reservations or adverse remarks or disclaimers made in the Report.

Further as per Regulation 24A of SEBI LODR Regulations 2015, the Secretarial Audit Report of Material Subsidiary of the company namely Indowind Power Private Limited is also annexed in the above-mentioned ANNEXURE IV.

27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2025-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

28. DISCLOSURES UNDER RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

S. No. Particulars Details / Disclosure
i. Change in nature of business, if any NIL
ii. Names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year Ind Eco Ventures Limited, on account of the Merger Order dated 10th March 2026 passed by the Hon'ble NCLT, Chennai Bench, has ceased to be a subsidiary of the Company.
iii. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year The Board is of the opinion that the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities. Their qualifications, knowledge and professional experience are appropriate to the Company's business and governance requirements.
The Board is satisfied that their appointment will contribute positively to the Company's governance, oversight and overall growth.
iv. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the financial year S. No. Director / KMP Nature of Change
1. Mr. Niranjan R. Jagtap Cessation due to completion of tenure w.e.f. 26th September 2026.
2. Mr. B. R. Baskar Appointment as Independent Director w.e.f. 26th September 2026.
3. Mr. R. Sridhar Change in designation to Independent Director w.e.f. 26th September 2026
S. No. Particulars Details / Disclosure
v. Details relating to deposits, covered under Chapter V of the Act During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
vi. Details of deposits which are not in compliance with the requirements of Chapter V of the Act Not Applicable.
vii. Details in respect of adequacy of internal financial controls with reference to the Financial Statements The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Internal Audit function is carried out by an independent firm of Chartered Accountants. The scope and authority of the Internal Audit function is defined by the Audit Committee.
The Internal Audit Reports are placed before the Audit Committee on a quarterly basis for its scrutiny and suggestions, if any. The Internal Auditor attends the Audit Committee meetings. The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of the Internal Auditors, the Company undertakes corrective action in the respective areas and strengthens controls.
viii. Disclosure as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required Not Applicable.
ix. Statement that the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has formed an Internal Complaints Committee (ICC) and a Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.
The Company provides a conducive work environment for its women employees and has sufficient checks in place to provide protection against sexual harassment at the workplace.
Details of sexual harassment cases are as follows:
S. No. Particulars Details
1. Number of Sexual Harassment complaints received NIL
2. Number of Sexual Harassment complaints disposed off N.A.
3. Number of Sexual Harassment complaints pending beyond 90 days N.A.
S. No. Particulars Details / Disclosure
x. Disclosure under the Insolvency and Bankruptcy Code, 2016 There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.
xi. Details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions, along with the reasons thereof Not Applicable.
xii. Statement by the Company with respect to compliance with the provisions relating to the Maternity Benefit Act, 1961 The Company is committed to ensuring a safe, inclusive and supportive work environment for all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and extends all benefits and protections under the Act to eligible employees. Adequate internal policies and procedures are in place to uphold the rights and welfare of women employees in accordance with applicable laws.
xiii. Details of significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Company's operations in future / details of application made or any proceeding pending under the Insolvency and Bankruptcy Code The Company had filed a petition before the Hon'ble National Company Law Tribunal ("NCLT") seeking approval of the proposed Scheme of Merger of IND ECO VENTURES LIMITED ("Transferor Company / Petitioner Company-1") with INDOWIND ENERGY LIMITED ("Transferee Company / Petitioner Company-2"). Accordingly, Company Petition bearing CP (CAA) / 65 (CHE) / 2024 was filed before the Hon'ble NCLT, Chennai Bench.
The Hon'ble NCLT, vide its order dated 10th March 2026, disposed of the said petition, subject to the terms, conditions and directions contained in the said order.

29. Rights Issue and Listing of Equity Shares

During the year under review, the Company successfully completed a Rights Issue of 3,22,00,434 fully paid-up equity shares of face value of Rs. 10 each at an issue price of Rs.15.35 per equity share, including a premium of Rs.5.35 per equity share, aggregating to Rs.4,942.77 lakhs. The Rights Issue was offered to eligible equity shareholders in the ratio of 1 equity share for every 4 fully paid-up equity shares held as on the record date, i.e., November 19, 2025, and closed on December 09, 2025. The issue received an encouraging response and was oversubscribed by 1.04 times.

Subsequently, the applications made by the Company for listing of the aforesaid 3,22,00,434 equity shares were approved by BSE Limited and National Stock Exchange of India Limited on December 15, 2025. The equity shares, issued at a premium of Rs.5.35 per share and bearing distinctive numbers from 128801737 to 161002170, were accordingly admitted for listing and trading on the respective stock exchanges.

Further in the Board Meeting held on 29th January 2026, the Board approved notice of Postal Ballot for variation in objects of Rights Issue mentioned in Letter of Offer dated 13th November 2025 as mentioned below.

OBJECTS OF THE ISSUE AS PER LETTER OF OFFER PROCEEDS FROM THE ISSUE REVISED OBJECTS AMOUNT FUNDED FROM THE NET PROCEEDS
To set up 4 MW solar power plant in Karnataka State Rs. 2,150.00 Lakhs To set up 4 MW solar power plant in Karnataka State through proposed Subsidiary "NOVA POWER PRIVATE LIMITED\u201d & to enable consumers to hold min 26% stake in the SPV as per Group captive norms of Energy regulatory policies for selling power to consumers. Rs. 2,150.00 Lakhs

The approval by shareholders via postal ballot was received on 05 th January 2026.

30. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bondholders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued cooperation and excellent support extended to the Company from time to time. Your directors place on records their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

On behalf of the Board for INDOWIND ENERGY LIMITED

DATE:13/08/2026 K.S RAVINDRANATH N.K. HARIBABU
WHOLETIME DIRECTOR WHOLETIME DIRECTOR
DIN:00848817 DIN:06422543