REPORT OF THE DIRECTORS AND MANAGEMENT DISCUSSIONS AND ANALYSIS OF INDOWIND ENERGY LIMITED

To

The Members

Your Directors are pleased to present this 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

During the year under review, your Company's total income achieved is INR 241.33Mn. against INR 239.41 of the previous year. However the expected sale increase did not come through because of substantial shutdown of the plant due to non-availability grid during the year under review. There is a marginally increase in total expenses amounting to INR. 100.50 Mn. than that of Rs. 93.52 Mn. of previous year. The interest paid for the year under review is INR. 60.41 Mn. than that of INR. 47.17 Mn. of previous year. This is due to weakening of INR against USD for servicing the EXIM Bank loan. The depreciation expenses are reduced from INR 95.75 Mn. of previous year to INR 75.42 Mn. for the period under review due to depreciation policy provided by the companies Act. 2013. However tax provision for the year under review amounts to INR 2.79 Mn. than that of INR 2.01 Mn. of the previous year. This is due to increase in the Income Tax. Your Company has made a profit after Tax of INR. 2.21 Mn. for the period under review. However your company is not in a position to recommend Dividend for the year under review. There is no material changes and commitments affecting the financial position and there is no change in the nature of the company during the period under review. There is no Subsidiary / Joint Venture or associates companies which ceased to exist during the year under review. The company has not issued any shares with differential voting rights, sweat equity shares or Employee's Stock Options. No provision is made by the company for purchase of its own shares by employees or trustees for benefit of the Employees for the year under review.

REPLYTO THE OBERSERVATIONS OF THE AUDITORS IN THEIR REPORT

With reference to Item No.1 of Observation of the Auditors in their Independent Auditors Report, in respect of "Basis of qualified opinion", your Directors wish to state that the Company had made advances to carry out 28 MW expansion project based on the Foreign Currency Term Loan of 18 Mn. Euro sanctioned by Exim Bank of India, Mumbai. Based on the entire sanctioned amount, the company has incurred substantial expenses and made advances including Rs. 44.60 crores as observed by the Auditors in their report. However, as Exim Bank closed the loan limit halfway through, the company is unable to either mobilize further amounts required for completion of the project or recover the advances made in entirety. However, the company is contemplating various recovery modes including negotiation with the suppliers. The company is likely to arrive at a solution during the financial year 2015-16.

With reference to the observation of the Auditors in their Independent Auditors Report, in respect of "Basis of qualified opinion", under Point No. 2 (d) in the paragraph "Report on other Legal & Regulatory requirements" for effect on Profit & Loss of the company on account of non-compliance ofAccounting Standards, your Directors wish to state that your company is following the policy consistently since the date of disbursement of the loan and there is no change in the accounting policy to warrant recognition of the outstanding dues at the exchange rates prevailing on date of the Balance sheet. Further the said practice is in conformity with the Indian Accounting Standard 21. As per Clause 6(b) of Schedule II of the loan agreement signed between your Company and the Exim Bank, the outstanding balance of the Foreign Currency Loan shall be converted in to Rupees only if it is deemed expedient by the Exim Bank. Your Company has not received any such expediency or instruction from Exim Bank in this regard. Further, such expediency arises only when the loan becomes default.

ECONOMIC SCENARIO AND OUTLOOK:

Indian Economy Overview

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its latest forecast. Economic expansion picked up in 2014, inflation markedly declined, and the balance of trade position was comfortable, helped by positive policies and lower global oil prices. The outlook is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states, and continued reform to fiscal and monetary policy. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years. Industry is likely to record an uptick in growth. Mining clearances and auctions of coal mines will provide a fillip to mining and electricity generation. Manufacturing will receive a boost from the government's flagship "MAKE IN INDIA" program, which aims to induce businesses around the world to invest in manufacturing by providing infrastructure and streamlining regulations. A benign inflation outlook would serve to help monetary policy support growth.

RE potential and growth in India

? India meets close to 65% of its electricity needs from fossil fuels and is expected to continue doing so in future. This poses questions on cost of electricity supply, environmental impacts and energy security. At this juncture, Renewable Energy (RE) is being seen as one of the important means to meet the growing power needs of the economy while enhancing energy security through diversification of fuel sources and providing opportunities for mitigating greenhouse gas emissions. India has vast renewable energy potential through wind, solar, biomass, small hydro etc. The potential is concentrated in certain parts of India. The wind and solar potential is mainly in the southern and western States viz. Tamil Nadu, Karnataka, Andhra Pradesh, Maharashtra, Gujarat and Rajasthan, however the exercise on mapping of potential is continuing in several other areas in the country.

RE potential and growth in India

? India meets close to 65% of its electricity needs from fossil fuels and is expected to continue doing so in future. This poses questions on cost of electricity supply, environmental impacts and energy security. At this juncture, Renewable Energy (RE) is being seen as one of the important means to meet the growing power needs of the economy while enhancing energy security through diversification of fuel sources and providing opportunities for mitigating greenhouse gas emissions. India has vast renewable energy potential through wind, solar, biomass, small hydro etc. The potential is concentrated in certain parts of India. The wind and solar potential is mainly in the southern and western States viz. Tamil Nadu, Karnataka, Andhra Pradesh, Maharashtra, Gujarat and Rajasthan, however the exercise on mapping of potential is continuing in several other areas in the country.

MACHINE EFFICIENCY IMPROVEMENTS

Minor repairs are done in advance in the off peak season to avoid down time in the peak season. Last year Capacitor addition spending about Rs. 30 Lakhs has resulted in reducing the EB charges of Rs. 15 Lakhs in FY14-15 and result in improving net revenue.

1.92 MW of WEGs in Hanumsagar, Karnataka is expected to be put back in operation. This will increase the revenue by about Rs. 51 Lakhs per year.

FUTURE PLANS

1. 100 MW of Solar project is in the pipeline stage.

2. The Company is planning to improve the WEGs performance and operational efficiency thereby ensuring above 90% machine availability.

3. The Company is also putting in place an automation programme to reduce manual labour and associated costs thereby ensuring better operational control.

4. The company has taken up along with the Indian Wind Power Association the issue of ensuring full power evacuation during the current wind season to avoid loss of generation due to grid backdown through forecasting mechanism.

RISKS AND CONCERNS

1. The continued high interest rates and exchange fluctuation is a dampener for looking at new projects due to viability concerns. The grid availability and evacuation issue in Tamil Nadu are not still sorted out which is a case of concern.

2. lnterestclaimfordelayedpaymentsfromTANGEDCO(Rs. 150 Lakhs Rupees) Hasbeenfiled.

3. Suzlon Compensation claim for the loss of generation in units (Claim of Rs. 2300 Lakhs @ 18% Interest rate and Rs. 2000 Lakhs @ 12% Interest rate) Legal action for arbitration has been initiated.

4. Price of CER's has been drastically reduced and the existing unsold CER's units will not result in meaningful revenue due to cost involved in renewal process.

5. Antiquated transmission network

6. Counterparty risk associated with State Discoms

7. Delay in obtaining clearances / approvals

8. Non- compliance of regulatory orders (RPO))

OPPORTUNITIES AND THREATS

Core Expertise: Wide expertise in the operations of wind farms from Pre Concept to Post Commissioning. Experienced employees with willing to do attitude. Proven Track record and Technical Expertise.

Multiple projects capability: Our wind assets comprise of wind turbines of varied size and specification. Wind assets are located across some of the best sites of the country, thereby enabling it to generate higher output.

Regulatory Support: The renewable sector has been primarily driven by supportive government policies be it in the form of tax incentives, capital subsidies, feed-in-tariffs, viability gap funding or renewable energy certificates.

Reduction in Capital expenditure: Rapidly evolving technology has also enabled in reducing the price of renewable energy equipment and has led to greater demand for these resources. Growing Population of obsolete technology and ageing WEGs in high wind areas are increasing the cost per KWH of generation and thus making it unviable to operate.

Large Untapped Potential: The widening gap between demand and supply at present is expected to continue in the future given the growing demand of power by industries and rising population, coupled with the continued shortage situation. The demand visibility makes the business extremely lucrative in the medium as well as long term.

Reasonable Cost of Capital: Government has incentivized towards the renewable energy industry in the form of interest priority sector lending status, subvention (Green bonds), etc., would go a long way in facilitating access of capital at reasonable costs

Increasing Competition: Rising popularity and greater familiarity with benefits associated with the sector may encourage others into entering the sector thereby resulting in increased competition which will have an impact on company's revenue.

Disruptive technologies: New technologies are rapidly emerging in the field of renewable energy. The incorporation of new and advanced technologies into products and services are required to remain competitive. Failing which it may negatively affect our business.

Inadequate Grid Evacuation Facility: India's investment in power transmission and distribution has not kept pace with generation. The inadequate inter-regional connections through high voltage transmission lines create difficulties for transferring power from electricity surplus states to those in deficit.

Higher Finance Cost: The industry is faced with higher borrowing cost in absence of any support from the Government or regulatory bodies. Delay in obtaining the requisite approvals leads to cost overruns thereby impacting the financial viability of the project.

Vulnerability to Delays: Given the nature of the business, any lag on the delay on account of environmental factors (forest clearances) can result in cost escalation thereby affecting the viability of the project

NUMBEROF MEETINGS OF BOARD

Your company held 5 Board Meetings during the year ended 31st March 2015. These were on 30th May 2014,11thAugust2014,11th November2014,12th December2014and 30th January 2015

DIRECTORS

Mr. Bala V. Kutti is retiring in the forth-coming 20th AGM of the company and being eligible offers himself for re-appointment. Your company is proposing Mr. Niranjan R. Jagtap and Mr. T.S. Raghavan as Independent Directors for the period of five years and the information regarding their appointment and reappointment are provided in the notice convening the 20th AGM of the company. Ms. Girija Shyamsundar was appointed as additional director with effect from 20.7.2015. Due to personal reasons she resigned from the directorship on 5.8.2015. Ms. Alice Chhikara was appointed as additional director with effect from 29th July 2015. She holds office up to 20th AGM of the Company. Your company has received notices from members proposing Mr. T.S. Raghavan, Mr. Niranjan R Jagtap and Ms. Alice Chhikara as Directors of the company and information regarding their appointments are provided in the notice convening the 20th AGM of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)OFCA2013

The Company has obtained declaration from the Independent Directors that they meet the criteria of Independence as provided in section 149 (6) of the Companies Act 2013

DIRECTORS'RESPONSIBILITY STATEMENT

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

1. In the presentation of the Annual accounts, applicable 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 31st March 2015 and profit for the Company for the year ended 31st March 2015.

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; and

5. The Directors, in the case of listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This policy is accordingly derived from the said charter.

1. Criteria of Selection of Non-Executive Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields.

ii. Personal, Professional or business standing:

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Directorand his engagement level.

2. Remuneration:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings.

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

3. CEO, Managing Director/Whole Time Director Criteriaforselection/appointment

For the purpose of selection of the CEO, Managing Director / Whole Time Director, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act, 2013 orother applicable laws.

Remuneration forthe CEO, Managing Director/Whole Time Director

i. At the time of appointment or re-appointment, the CEO, Managing Director / Whole Time Director, shall be paid such remuneration as may be mutually agreed between the Companies (which includes the N&R Committee and the Board of Directors) and the CEO, Managing Director / Whole Time Director, within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the CEO, Managing Director / Whole Time Director, component comprises salary allowances, perquisites, amenities and retrial benefits.

Remuneration Policy for the Senior Management Employees

1. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure/considerthe following:

i. The relationship of remuneration and performance benchmark is clear;

ii. The remuneration component comprising salaries, perquisites and retirement benefits;

iii. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement.

iv. N&R Committee will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors, whilst recommending the annual increment.

AUDIT COMMITTEE

Aqualified and independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Management's financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

The company continued to drive immense benefit from the deliberation of the Audit Committee comprising of three Directors, Mr. T.S. Raghavan, Mr. Niranjan R. Jagtap and Mr. K.S. Ravindranath who are highly experienced and having knowledge in project finance,

accounts and company law. Mr. T.S. Raghavan is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee. The details regarding the number of Audit Committee meeting convened during the year under review and the attendance details of the members are mentioned in the Corporate Governance Report. There is no incident where the Board had not accepted any recommendation of the Audit Committee during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2014-2015.

No. of complaints received during the year: Nil No. of Complaints disposed of during the year: Nil

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board of Directors and the designated employees have confirmed compliance with the Code.

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN EMPLOYEE FORTHE FINANCIAL YEAR2014-15

There is no increase in remuneration to the Directors, KMP and median employee during the financial year 2014-15

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Nomination of Exim Bank Director Mr. K.Ajitkumar, was withdrawn by the Bank with effect from 28th November 2014 and Ms. Alice Chhikara was appointed as additional Director as on 29th July 2015. There is no new appointment or resignation of KMP of the Company during the under review.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:

The loan was provided to Indus Finance Ltd and its outstanding as on 31.3.2015 is Rs. 16.51 Crores. No Guarantee is outstanding as on 31.3.2015 nor provided by the Company during the year under review. With respect to investments details are provided under note No. 10 of notes on accounts under non-current investments.

BUSINESS RISK MANAGEMENT:

The Company has developed a Risk Management Policy by identifying the elements of risk which are mentioned below. The risk management approach at various levels inclining documentation and reporting seeks to create transparency, minimize adverse impact on the business objectives and enhance the company's competitive advantage.

Project Risks:

It is a high capital intensive in nature and therefore could be exposure to time and cost overruns. To mitigate these risks, the project management team, and the project accounting and governance frame work has been further strengthened.

Competition risks:

The industry is becoming intensely competitive with the foray of new entrants. To mitigate this risk, the Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand visibility. It would also leverage its infrastructure and commercial team to offervalue to its customers.

Occupational Health and Safety Risks:

Safety of the employees and workers is of utmost importance to the company. To reinforce the safety culture in the company, it has identified Occupational Health &Safety as one of its focus areas. Various training programs have been conducted and OH&S Competencies are integrated in to job descriptions of all Top Management and Safety Professionals.

BOARD EVALUATION:

Pursuant to the provisions of the companies Act 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the of its Audit, nomination and remuneration and compliance committees. The manner in which the valuation has been carried out has been explained in the Corporate Governance report.

DEPOSITS:

During the year under review the company has not accepted any deposits from the public with in the ambit of section 73 of the companies Act, 2013 and The companies (Acceptance of Deposits)Rules,2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE HON'BLE HIGH COURTOF MADRAS

To our Application filed before the Hon'ble High Court of Madras in the matter against Suzlon Infrastructure Services Ltd, (Now merged with holding Company M/s. Suzlon Energy Ltd) for appointment of Arbitrator in respect of the claim against them for loss of guaranteed generation, the Hon'ble High Court of Madras on 27th February 2015 has ordered appointment of Hon'ble Justice (Retd.) High Court of Madras, Mr. K.Chandru, as the Sole Arbitrator and pass an award as expeditiously as possible, preferably within a period of six months from the date of receipt of the Order.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to deal with instance of fraud and mismanagement if an any. The detail of the policy is explained in the Corporate Governance Report and posted on the website of the company

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY INDOWIND POWER PVT. LTD. (IPPL)

IPPL has substantially contributed to the turnover of your company for the year under review. The Authorized Capital of the Company is Rs. 1,50,00,000/- comprises of 15,00,000 equity shares of Rs. 10/- each. The issued and Paid up capital of the company comprises of 11,36,960 equity shares of Rs. 10/- each amounting to INR.11,369,600 in which Indowind Energy Ltd holds 8,36,560 equity shares of Rs. 10/-each consisting of 73.58% of the total paid up capital.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2015, Your Company has 78 employees on its rolls at different locations including Senior Management Personnel, Engineers, Technicians and Trainees. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises. Your company has not issued any shares under Employees' Stock option Scheme during the year under review.

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER:

Price of Public offer Rs. 65, Market Price as on 31.3.2015 - Rs. 4.28, difference (Rs.60.72) (93.41%)

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BYTHE DIRECTORS:

None.

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR:

None.

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNT MENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

None.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY:

The Company affirms remuneration is as per the remuneration policy of the Company. CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company's shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITYSHARES

Your Company's equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai and National Stock Exchange of India Ltd., Mumbai, FCCBs are listed at Singapore Exchange Securities Trading Ltd., (SGXST), GDRs are listed at Luxembourg Stock Exchange at Luxembourg during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

EXTRACT OF ANNUAL RETURN

As provided in Sec 92 (3) of the Act the extract of annual return is given in Annexure (1) of this report in the format Form MGT 9, which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of related parties under note No. 27.7.a of the notes on accounts and with respect to transactions with related parties are given in detailed under note No. 27.7.b of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure (2).

SECRETARIAL AUDIT

Mr. R. Kannan PCS is the secretarial auditor of the company for the year under review and his report is attached with this in the format Form MR-3, which forms part of this report in Annexure (3).

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARES REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

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.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of

BOARD OF DIRECTORS OF INDOWIND ENERGY LIMITED

Bala V. Kutti

Chairman

Place: Chennai - 600 034

Date: 5th August2015.