FINANCIAL HIGHLIGHTS AND STATE OF COMPANY S AFFAIRS

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1 DIRECTORS REPORT Your s present their Seventh Report together with the Audited Standalone Financial Statements of your for the financial year ended March 31, FINANCIAL HIGHLIGHTS AND STATE OF COMPANY S AFFAIRS For the year ended March 31, 2017 # ( in Lakhs) For the year ended March 31, 2016 # Income Revenue from Operations (Gross) Less: Excise Duty Revenue from Operations (Net) Other Income Total Income Expenses Cost of Raw Material and components consumed (Increase)/Decrease in inventories Employee Benefit Expenses Other Expenses Depreciation and Amortization Expenses Finance Costs Total Expenses Profit/(Loss) before Tax (292.51) Provision for Tax (20.38) Profit/(Loss) for the year from continuing Operations (272.12) Balance of Profit from earlier years (23.79) Balance carried forward Amount carried forward to reserves Net worth 28, , # The aforesaid financial highlights are based on the s first Indian Accounting Standards ( Ind AS ) Audited Standalone Financial Statements for the year ended 31 st March, 2017 prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, Figures for the year ended 31 st March, 2016 have been restated as per Ind AS to make them comparable with the figures for the year ended 31 st March, No material changes and commitments have occurred after the closure of the year under review till the date of this report which would affect the financial position of the. OPERATIONS OF THE COMPANY The has been exploring various opportunities in the renewable energy space. During the year under review, the has made investments in its two wholly owned subsidiaries viz., Divine Solren Private Limited, which is setting up a 50 Mega Watt ( MW ) Alternate Current ( AC ) solar power project at Adilabad District in the state of Telangana and Neo Solren Private Limited, which is setting up a 42 MW AC solar power project at Wadekothapally District in the state of Telangana. The has also won 250 MW AC solar power project to be executed in Rewa Ultra Mega Solar Park in the State of Madhya Pradesh. The s income for the year was Rs lakhs compared to Rs lakhs in the previous year. Loss after tax for the year was at Rs lakhs as compared to Profit after tax of Rs lakhs in the previous year. FINANCIAL PERFORMANCE/OPERATIONS OF THE SUBSIDIARY COMPANIES The has seven (7) subsidiaries, the operations of which are mentioned below for the information of the shareholders: _Mahindra Renewables Private Limited.indd 2305 Manish 7/4/2017 3:41:32 PM

2 Brightsolar Renewable Energy Private Limited ( Brightsolar ) Brightsolar has successfully operated the 10 MW AC solar power plant at Anantapur, District in the state of Andhra Pradesh. Brightsolar has earned Rs. 1, lakhs from the sale of power during the year. The foreign exchange exposure has been fully hedged to protect against adverse currency movements by way of full currency swap. Brightsolar s income for the year was Rs. 1, lakhs as compared to Rs lakhs in the previous year. Profit after tax for the year was Rs lakhs as compared to Loss after tax of Rs lakhs in the previous year. Cleansolar Renewable Energy Private Limited ( Cleansolar ) Cleansolar has successfully commissioned the 30 MW AC solar power plant at Tandur District in the state of Telangana. Cleansolar has earned Rs. 2, lakhs from the sale of power post commissioning. The foreign exchange exposure has been fully hedged to protect against adverse currency movements by way of full currency swap. Cleansolar s income for the year was Rs. 2, lakhs compared to Rs lakhs in the previous year. Profit after tax for the year was at Rs lakhs as compared to Loss after tax of Rs lakhs in the previous year. Astra Solren Private Limited ( Astra ) Astra is setting up 2 Solar Power plants of 40 Mega Watt (MW) Alternate Current (AC) and 25 MW AC in Charanka Solar Park, Gujarat. Astra has incurred expenditure amounting to Rs. 377 Crores till 31st March, 2017 for setting up these power plants. Astra has signed the Power Purchase Agreements (PPA) with Solar Energy Corporation of India (SECI) and secured debt financing as well. The project construction work is in progress and the plant is expected to be commissioned shortly. Divine Solren Private Limited ( Divine ) Divine is setting up Solar Power Plant of 50 Mega Watt (MW) Alternate Current (AC) in Adilabad District in the State of Telangana. The has incurred expenditure amounting to Rs. 302 Crores till 31st March, 2017 for setting up these power plants. The has signed the Power Purchase Agreement with Northern Power Distribution of Telangana Limited and secured debt financing as well. The project construction work is in progress and the plant is expected to be commissioned shortly. Neo Solren Private Limited ( Neo ) Neo is setting up Solar Power Plant of 42 Mega Watt (MW) Alternate Current (AC) in Wadekothapally District in the State of Telangana. The has incurred expenditure amounting to Rs Crores till 31st March, 2017 for setting up these power plants. The has signed the Power Purchase Agreement with Northern Power Distribution of Telangana Limited and secured debt financing as well. The project construction work is in progress and the plant is expected to be commissioned shortly. Neo s income for the year was Rs Lakhs as compared to Rs Lakhs in the previous year. Profit after tax for the year was at Rs Lakhs as compared to Loss after tax of Rs Lakhs in the previous year. Marvel Solren Private Limited ( Marvel ) During the year, there were no operations in Marvel. Mahindra Suryaurja Private Limited ( Suryaurja ) A Share Purchase Agreement ( SPA ) was executed on February 16, 2017, by and between Mahindra Solar One Private Limited ( MSOPL ), Mahindra Renewables Private Limited ( MRPL ), wherein MRPL (Transferee) purchased 100% stake held by MSOPL in Suryaurja. Pursuant to the said acquisition, Suryaurja has become Wholly Owned Subsidiary of MRPL. During the year, there were no operations in Suryaurja. None of the above subsidiaries of the have declared dividend during the year. A Report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the is provided in Form AOC-1, as Annexure I and forms part of this Annual Report. OUTLOOK FOR THE CURRENT YEAR The will commence commissioning of the 250 MW AC solar power plant at Rewa in the state of Madhya Pradesh. The will also continue to evaluate opportunities to carry on business as a producer and distributor of solar power by using solar cells, photo voltaic cells, wafers, photo voltaic solar modules, photo voltaic solar system / sub system, tracker or fixed tilt, concentrated solar power and to provide related services. DIVIDEND Your s do not recommend any dividend in view of loss made during the year. HOLDING COMPANY Your continues to remain wholly owned subsidiary of Mahindra Susten Private Limited. DEMATERIALISATION OF SHARES The shares of your were admitted for dematerialisation with National Securities Depository Limited during the year. The International Securities Identification Number (ISIN) allotted to the is INE163X Your has appointed M/s. Karvy Computershare Private Limited as the Registrar and Share Transfer Agent. ALTERATION OF MEMORANDUM OF ASSOCIATION The Share capital clause of Memorandum of Association of your was altered during the year 3 times for the increase in Authorized Share Capital from Rs. 130 Crores to Rs. 190 Crores; increase in Authorized Share Capital from Rs. 190 Crores to Rs. 300 Crores and increase in Authorized Share Capital from Rs. 300 Crores to Rs. 320 Crores _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM Manish

3 SHARE CAPITAL Authorized Share Capital The Authorized Share Capital of your as on March 31, 2017 stood at Rs. 320,00,00,000/- ( Three Hundred Twenty Crores only) divided into 32,00,00,000 (Thirty Two Crores) equity shares of the face value of Rs. 10/- ( Ten only) each. Further issue of Share Capital During the year under review, your made the following allotments to Mahindra Susten Private Limited on Rights Basis: Allotment of 6.9 Crores equity shares of the face value of Rs. 10/- each at par aggregating to Rs. 69 crores on August 19, Allotment of 6.0 Crores equity shares of the face value of Rs. 10/- each at par aggregating to Rs. 60 Crores on September 12, Allotment of Crores equity shares of the face value of Rs. 10/- each at a premium of Rs. 1.5 per share aggregating to Rs crores on March 30, Consequent to the above allotments, the issued, subscribed and paid-up share capital of your as on March 31, 2017 stood at Rs. 279,53,00,000/- divided into 27,95,30,000 equity shares of the face value of Rs. 10/- each. BOARD OF DIRECTORS Composition and number of meetings attended: The Composition and the attendance at the meetings of the Board was as under:- Sr. No. Name of the DIN 1 Basant Jain Roshan Gandhi Sriram Ramachandran Bharat Upadhyay Smita Mankad Executive/ Non-Executive Non Executive Non Executive Non Executive Non Executive Non Executive Independent/ Non- Independent Non Independent Independent No. of meetings attended (appointed w.e.f. October 21, 2016) 3 (appointed w.e.f. October 21, 2016) 2 (appointed w.e.f. October 21, 2016) Mr. Bharat Upadhyay (DIN: ) and Ms. Smita Mankad (DIN: ) were appointed as Additional (Independent) s at the Board meeting held on October 21, The had received the notice along with requisite deposit from a Member under Section 160 of the Companies Act, 2013, signifying its intention to propose Mr. Bharat Upadhyay and Ms. Smita Mankad as candidates for the office of of the. At the Extra-ordinary General Meeting of your held on October 22, 2016, the appointments of Mr. Bharat Upadhyay and Ms. Smita Mankad as Independent s under Sections 149, 150, 152 and 160 of the Companies Act, 2013, were approved by the members. Mr. Sriram Ramachandran (DIN: ) was appointed as an Additional at the Board meeting held on October 21, The has received notice along with requisite deposit from a Member under Section 160 of the Companies Act, 2013, signifying its intention to propose Mr. Sriram Ramachandran for the office of at the forthcoming Annual General Meeting ( AGM ) of the. Your s recommend for your consideration, his appointment as s at the forthcoming AGM. Mr. Roshan Gandhi (DIN ) is liable to retire by rotation and being eligible for re-appointment at the forthcoming AGM of your, has offered himself for re-appointment. During the year under review, the Board of s met nine times on April 28, 2016, July 08, 2016, August 08, 2016, August 30, 2016, September 26, 2016, October 21, 2016, November 30, 2016, February 08, 2017 and March 17, The has received declarations from Mr. Bharat Upadhyay and Ms. Smita Mankad, Independent s to the effect that they meet the criteria of independence as provided in Sub-section 6 of Section 149 of the Companies Act, All the s of your including the Independent s have given requisite declarations pursuant to Section 164 of the Companies Act, 2013 that they are not disqualified to be appointed as s of your. During the year under review, the Sixth AGM of your was held on September 30, There were four Extraordinary General Meetings of your held during the year i.e. on July 12, 2016, August 9, 2016, September 1, 2016, and October 22, COMMITTEES OF THE BOARD AND NUMBER OF COMMITTEE MEETINGS The following are the details of Committees of the Board:- i) Nomination and Remuneration Committee ( NRC ): Sr. No. The NRC members of the Board of s met once during the year under review, i.e. on February 08, The Composition and the attendance at the meeting of the NRC is as under: Name of s Designation No. of meetings attended 1 Ms. Smita Mankad Chairperson & Member 1 2 Mr. Bharat Upadhyay Member 1 3 Mr. Sriram Ramachandran Member _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

4 ii) Audit Committee ( AC ): Sr. No. The AC members of the Board of s met twice during the year under review, i.e. on October 21, 2016 and February 08, The Composition and the attendance at the meeting of the AC is as under: Name of s Designation No. of meetings attended 1 Ms. Smita Mankad Chairperson & Member 2 2 Mr. Bharat Upadhyay Member 2 3 Mr. Sriram Ramachandran Member 2 All the recommendations made by the Audit Committee have been accepted by the Board. MEETING OF INDEPENDENT DIRECTORS The Independent s of the met on December 03, 2016 without the presence of the other s and Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent s to discuss matters pertaining to inter alia, review of performance of Non-Independent s and the Board as a whole and assess the quality, quantity and timeliness of flow of information between the Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following appointments/ changes in Key Managerial Personnel took place:- Mr. Rajnikant Jain was appointed as Chief Executive Officer ( CEO ) with effect from February 08, 2017 pursuant to resignation of Mr. Sameer Mathur as CEO with effect from January 04, Mr. Mandar Joshi (ACS 21351) was appointed as Secretary ( CS ) with effect from October 21, 2016 pursuant to resignation of Ms. Pinky Dutta (ACS 40096) as CS with effect from July 15, The Key Managerial Personnel of the as on March 31, 2017 were as follows:- Chief Executive Officer: - Rajnikant Jain Chief Financial Officer: - Rakesh Khaitan Secretary: - Mandar Joshi EVALUATION OF PERFORMANCE OF DIRECTORS The Board of s has adopted a process for annual evaluation of its own performance and that of its committees and individual directors. Questionnaires for annual evaluation were circulated to all s, whose responses were submitted to the Chairman of the Meeting for facilitating the formal annual evaluation. The s expressed their satisfaction with the evaluation process. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, your s, based on representation from operating management, and after due enquiry confirm that: In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; The s have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the at the end of the financial year and of the loss of the for that period; The s have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; The s have prepared the annual accounts on a going concern basis; The s have ensured that there exist adequate internal financial controls with reference to financial statements; and The s have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. POLICY ON CRITERIA FOR APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES In line with the principles of transparency and consistency and upon recommendation of the Nomination and Remuneration Committee, your Board had approved: Policy on the appointment/removal of s and senior management personnel, together with the criteria for determining qualifications, positive attributes and independence of s, Policy on the remuneration of s, key managerial personnel and other employees. These policies are attached herewith as Annexure II and the same forms part of this report. RISK MANAGEMENT POLICY Your Board has formulated a policy for the Management of risks identifying therein the elements of risks including those, which in the opinion of the Board may threaten the existence of the and steps to be taken to mitigate the same. Your Board is hopeful that the implementation of the policy will be helpful in anticipating and avoiding risks and enabling the to manage the same, if confronted with _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

5 STATUTORY AUDITORS At the Fourth Annual General Meeting ( AGM ) held on August 19, 2014, M/s. B. K. Khare & Co., Chartered Accountants, (ICAI registration Number W) were appointed as the statutory auditors of your for a period of five years. They hold office from the conclusion of the fourth AGM until the conclusion of Ninth AGM to be held in the year Pursuant to the first proviso of Section 139(1) of Companies Act, 2013, the members are requested to ratify the reappointment of Statutory Auditors for the Financial Year and fix their remuneration at the ensuing Seventh AGM. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your has obtained a written consent and certificate from the Statutory Auditors to the effect that their re-appointment, if ratified, would be in conformity with the conditions, limits and criteria specified therein. Your s confirm that the Auditors Report for Financial Year does not contain any qualifications, reservations or adverse remarks. Provisions relating to Cost Audit were not applicable to your during Financial Year INTERNAL AUDITORS Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Rahul Shukla & Associates, was appointed as the Internal Auditor of your for the year ended 31st March, SECRETARIAL AUDITORS Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your has appointed M/s. Sandeep Parekh & Co. Practicing Secretaries, (Certificate of Practice No. 7693) to undertake Secretarial Audit of the. A secretarial audit report for the financial year ended March 31, 2017 issued by the Secretarial Auditor, pursuant to the aforesaid provisions is attached herewith in the prescribed Form MR 3 as Annexure III, and the same forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. REPORTING OF FRAUDS BY AUDITORS During the period under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the by its officers or employees to the Board/Audit Committee under Section 143(12) of the Companies Act 2013, details of which needs to be mentioned in this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to the Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached herewith as Annexure IV and the same forms part of this report. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 Being unlisted, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 AND DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013 Your has not accepted any deposits from the public, or its employees, during the year under review. There were no other deposits falling under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 at the beginning of the year, during the year and at the end of the year. There are no deposits which are not in compliance with the requirement of Chapter V of the Companies Act, of loans given and investments made and guarantees and securities provided pursuant to Section 186 of the Companies Act, 2013 are given under Note No. 24 of the financial statements and the same form part of this Report. Your has not availed any loans/advances which are required to be disclosed in the annual accounts of the pursuant to Regulations 34(3) and 53(f) of Securities and Exchange Board of India (Listing Obligations and disclosure Requirement) Regulations, 2015 and Schedule V thereto applicable to the ultimate holding company, Mahindra and Mahindra Limited. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES All the transactions entered into by your with the related parties during the year under review were in ordinary course of business and at arm s length. of contracts or arrangements with related parties of the referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC 2 as Annexure V and the same forms part of this report. EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2017 in form MGT-9 is annexed herewith as Annexure VI and forms part of this report. INTERNAL FINANCIAL CONTROLS Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, based on the representation received and after due enquiry, your s confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

6 DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The has adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Internal Complaints Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment. During the year under review, no complaints were received under the said Act. PROVISIONS NOT APPLICABLE The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 and implementation of Vigil Mechanism for directors and employees to report genuine concerns, in accordance with Section 177(9) of the Companies Act, 2013, are not applicable to your. GENERAL DISCLOSURES Your s make the following disclosures with respect to transactions/ events during the year under review: 1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise. 2. There was no issue of shares (including sweat equity shares) to employees of the under any scheme. 3. The does not have a Managing / Whole Time. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the s operations in future. 5. There were no shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the (as there is no scheme pursuant to which such persons can beneficially own shares as envisaged under Section 67(3)(c) of the Companies Act 2013). ACKNOWLEDGEMENTS Your s are pleased to take this opportunity to thank the shareholders, s bankers, customers, vendors, other stakeholders, business associates and various agencies or statutory authorities of the Central and State Government for their cooperation and support to the during the year under review. Place : Mumbai Date : 24 th April, 2017 For and on behalf of the Board Mahindra Renewables Private Limited Basant Jain Roshan Gandhi _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

7 ANNEXURE I TO THE DIRECTORS REPORT Sr. No Name of the Subsidiary 1. Divine Solren Private Limited (Divine) 2. Cleansolar Renewable Energy Private Limited (Cleansolar) 3. Neo Solren Private Limited (Neo) 4. Marvel Solren Private Limited (Marvel) 5. Astra Solren Private Limited (Astra) 6. Mahindra Suryaurja Private Limited 7. Brightsolar Renewable Private Limited Form AOC 1 Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 Statement Containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Details for FY Part A: Subsidiaries Reporting Currency Exchange Rate Capital (including Preference Capital & Share Application money) Reserves & Surplus Total Assets Total Liabilities Investment (excluding investments in subsidiaries) Gross Turnover Profit/(Loss) before Tax Provision for Tax Profit/(Loss) after Tax Proposed Dividend and Tax thereon Proportion of ownership interest Proportion of voting power where different ( In Lakhs) Date of become subsidiary Performance of the company Profit/(Loss) INR NA 1, , , , (230.86) (58.32) (172.54) 100% 100% 8-May (172.54) INR NA , , , , % 100% 3-Dec INR NA , , , (25.74) (44.77) % 100% 1-Jul INR NA 1.00 (2.25) (1.51) (0.47) (1.04) 100% 100% 10-Oct-2015 (1.04) INR NA , , , (461.66) (341.70) 100% 100% 14-Oct-2015 (341.70) INR NA 6.00 (5.67) (2.67) (2.67) 100% 100% 16-Feb-2017 (2.67) INR NA , , , (10.19) % 51% 03-Dec Note: 1. The Contribution of the subsidiaries to the overall performance of the Holding in monetary terms was NIL, given that there was no dividend paid during the financial year Mahindra Suryaurja Private Limited has become subsidiary with effect from February 16, Part B: Associates/Joint Ventures : Not Applicable For and on behalf of the Board Mahindra Renewables Private Limited Place : Mumbai Date : 24 th April, 2017 Basant Jain Roshan Gandhi _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

8 ANNEXURE II TO THE DIRECTORS REPORT MAHINDRA RENEWABLES PRIVATE LIMITED (FORMERLY KNOWN AS MAHINDRA OFFGRID SERVICES PRIVATE LIMITED ) A. POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT DEFINITIONS The definitions of some of the key terms used in this Policy are given below. Board means Board of s of the. means Mahindra Renewables Private Limited (Formerly known as Mahindra Offgrid Services Private Limited ) Employee means employee of the including employees in the Senior Management Team of the. Key Managerial Personnel (KMP) refers to key managerial personnel as defined under the Companies Act, 2013 and includes: (i) Chief Executive Officer (CEO); (ii) Chief Financial Officer (CFO); and (iii) Secretary (CS). Nomination and Remuneration Committee (NRC) means Nomination and Remuneration Committee of Board of s of the for the time being in force. Senior Management means personnel of the who are members of its Core Management Team excluding Board of s comprising of all members of management including the functional heads. I. APPOINTMENT OF DIRECTORS The NRC reviews and assesses Board composition and recommends the appointment of new s. In evaluating the suitability of individual Board member, the NRC shall take into account the following criteria regarding qualifications, positive attributes and independence of : All Board appointments will be based on merit, in the context of the skills, experience, independence and knowledge, for the Board as a whole to be effective. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent for informed and balanced decision making Adherence to the Code of Conduct and highest level of Corporate Governance in letter and in sprit by the Independent s Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The Board through the Chairman will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new will be co-opted by the Board in accordance with the applicable provisions of the Companies Act 2013 and Rules made thereunder. REMOVAL OF DIRECTORS If a is attracted with any disqualification as mentioned in any of the applicable Act, rules and regulations thereunder or due to non - adherence to the applicable policies of the company, the GNRC may recommend to the Board with reasons recorded in writing, removal of a subject to the compliance of the applicable statutory provisions. SENIOR MANAGEMENT PERSONNEL Senior Management personnel are appointed or promoted and removed/relieved with the authority of CEO based on the business need and the suitability of the candidate. The details of the appointment made and the personnel removed one level below the Key Managerial Personnel during a quarter shall be presented to the Board. II. SUCCESSION PLANNING: Board: The successors for the Independent s shall be identified by the NRC at least one quarter before expiry of the scheduled term. In case of separation of Independent s due to resignation or otherwise, successor will be appointed at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later. The NRC will accord due consideration for the expertise and other criteria required for the successor. The Board may also decide not to fill the vacancy caused at its discretion. Senior Management Personnel: A good succession-planning program aims to identify high growth individuals, train them and feed the pipelines with new talent. It will ensure replacements for key job incumbents in KMPs and senior management positions in the organization. We have a process of identifying Hi-pots and critical positions. Successors are mapped for these positions at the following levels: 1. Ready now 2. Ready in 1 to 2 years 3. Ready in 2 to 5 years 4. Ready in more than 5 years in order to ensure talent readiness as per a laddered approach _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

9 B. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES. Overall Intent of Compensation Policy: At Mahindra Renewables Private Limited (Renewables) we want our employees to understand and appreciate their role in providing value to the business. On its part, the organization recognizes that its success depends upon the skills, competencies and performance of its employees. We also believe that the way in which we compensate, reward and recognize as well as promote our employees is a crucial factor in achieving our business and financial objectives. Towards achievement of these objectives, we promote an entrepreneurial, team-based performance and result oriented culture. Objectives of the Compensation Policy: To attract, motivate and retain employees by compensating them competitively, based on periodic comparison with other companies in relevant industries. To provide an overall package of remuneration and benefits which addresses the normal requirements of employees and their families. To align levels of compensation with the expected output of employees in terms of role responsibility, skills and experience. To link elements of compensation with performance of each individual as well as the business. Compensation Strategy: We will regularly track market trends in terms of compensation levels and practices in relevant industries through participation in structured surveys and informal consultation with a select group of comparable organizations. This information will be used to internally review our compensation policies and levels. Our package of remuneration and benefits will be designed to provide a degree of flexibility to individual officers to structure key benefits in a way that best suits individual personal and family requirements Recognizing the need for long-term security, the compensation will include all statutory and other retirement benefits. Broad bands of compensation levels will be equitably defined for each grade to reflect levels of responsibility and provide a template when recruiting new employees. A pre-determined portion of remuneration will be linked directly to the annual performance of each individual and the business. This proportion will vary for each grade in keeping with the levels of responsibility. Employees and Key Management Personnel: The company has a comprehensive HR policy manual which covers remuneration, employee benefits, special employee benefits, reimbursements, administrative policies etc. Policy for Non- Executive s including Independent s: The Nomination and Remuneration Committee shall decide the basis for determining the compensation, both fixed and variable, to the Non-Executive s including Independent s whether as commission or otherwise. The Committee shall take into consideration various factors such as s participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or Chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Companies Act 2013, and such other factors as the committee may consider deem fit for determining the compensation _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

10 ANNEXURE III TO THE DIRECTORS REPORT SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, MAHINDRA RENEWABLES PRIVATE LIMITED CIN: U40300MH2010PTC Mahindra Towers, Dr. G. M. Bhosale Marg, P.K. Kurne Chowk, Worli, Mumbai, Maharashtra , India We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MAHINDRA RENEWABLES PRIVATE LIMITED (hereinafter called the ). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the s books, papers, minute books, forms and returns filed and other records maintained by the and also the information provided by the, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the has, during the audit period covering the financial year ended 31st March, 2017, complied with the statutory provisions listed hereunder and also that the has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by for the financial year ended 31st March, 2017 according to the provisions of: (1) The Companies Act, 2013 ( the Act ) and the rules made there under; (2) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made there under - Not applicable to the during the audit period (3) The Depositories Act, 1996 and the Regulations and Byelaws framed there under; (4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the during the audit period (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ): - (Not applicable to the during the Audit Period) (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - (Not applicable to the during the Audit Period) (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; - (Not applicable to the during the Audit Period) (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; - (Not applicable to the during the Audit Period) (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; - (Not applicable to the during the Audit Period) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - (Not applicable to the during the Audit Period) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - (Not applicable to the during the Audit Period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - (Not applicable to the during the Audit Period) (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, (Not applicable to the during the Audit Period) We further report that there are adequate systems and processes in the commensurate with the size and operations of the to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We have also examined compliances with the applicable clauses of the following: 1. Secretarial Standards issued by the Institute of Secretaries of India. 2. The Listing Agreements entered into by the with Stock Exchange(s) Not Applicable During the period under review the has complied with the provisions of the applicable Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

11 Note: Please report specific non compliances / observations / audit qualification, reservation or adverse remarks in respect of the above para wise. Nil. We further report that The Board of s of the is duly constituted. The following changes in the composition of the Board of s have taken place during the period under review; 1. The had appointed Mr. Bharat Upadhyay and Ms. Smita Mankad as the Additional (Independent) s of the on 21 October 2016 and their appointment was approved by the shareholders at EGM held on 22 October The had also appointed Mr. Sriram Ramachandran as the Additional of the on 21 October 2016, who shall hold office till ensuing AGM. Adequate notice is given to all directors to schedule the Board / and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes, if any. As informed to us, we further report that there are adequate systems and processes in the commensurate with the size and operations of the to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period there were following specific events/actions having a major bearing on the s affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc.:- Rights issue of shares offered to Mahindra Susten Private Limited during the financial year :- Sr. No. No. of equity shares offered Date of Board meeting in which it was offered No. of equity shares allotted Date of allotment 1 6,90,00,000 8-Aug-16 6,90,00, Aug (by circular resolution) 2 6,00,00, Aug-16 6,00,00, Sep (by circular resolution) 3 6,47,86,000 8-Feb-17 4,16,20, Mar (by circular resolution) Place : Navi Mumbai Date : 24 th April 2017 For Sandeep P Parekh & Co., Secretaries Sd/- FCS No: 7118, CP No: 7693 Sandeep P. Parekh _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

12 ANNEXURE IV TO THE DIRECTORS REPORT PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED MARCH 31, 2017 A. CONSERVATION OF ENERGY (a) Energy Conservation measures taken: The operations of your are not energy intensive. However, adequate measures have been initiated to reduce energy consumption. (b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: NIL (c) Impact of the measures taken at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Nil (d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure to the Rules in respect of Industries specified in the Schedule: Nil B. TECHNOLOGY ABSORPTION Research & Development (R & D) 1. Areas in which Research & Development is carried out: Nil 2. Benefits derived as a result of the above efforts: NA 3. Future plan of action: Nil 4. Expenditure on R&D: Nil 5. Technology absorption, adaptation and innovation: NA 6. Imported Technology for the last 5 years: Nil C. FOREIGN EXCHANGE EARNINGS AND OUTGO Total Foreign Exchange earnings and outgo during the year under review is as follows: Foreign Exchange earnings Nil Foreign Exchange outgo Nil Place : Mumbai Date : 24 th April, 2017 For and on behalf of the Board Mahindra Renewables Private Limited Basant Jain Roshan Gandhi _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

13 ANNEXURE V TO THE DIRECTORS REPORT FORM NO. AOC - 2 (Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm s length basis: NIL Sr. No. Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances, if any: Date on which the special resolution was passed in general meeting as required under first proviso to Section Details of material contracts or arrangement or transactions at arm s length basis: Sr. No. Name(s) of the related party and nature of relationship 1 Mahindra Susten Private Limited Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any Works Order for supply of precast boundary wall material at Neo Solren site. Date(s) of approval by the Amount Board, if any Not applicable (Refer Note 2) (Amount in Rs. Lakhs) Amount paid as advances, if any NIL Note: 1. Material Contracts: covered under Rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014 Arrangements for rendering of services for an amount exceeding 10% of turnover of the or Rs. fifty crore, whichever is lower is considered as material for the purpose of this disclosure. 2. All these transactions are at arm s length and are in ordinary course of business. Accordingly, Board approval is not required as per proviso to sub section (1) of Section 188 of the Companies Act, For and on behalf of the Board Mahindra Renewables Private Limited Basant Jain Roshan Gandhi Place : Mumbai Date : 24 th April, _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

14 ANNEXURE VI TO THE DIRECTORS REPORT Form No. MGT-9 Extract of Annual Return As on the financial year ended on 31st March, 2017 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: 1. CIN U40300MH2010PTC Registration Date July 26, Name of the Mahindra Renewables Private Limited 4. Category/Sub-Category of the Public Limited by shares/indian Non- Government 5. Address of Registered office and contact details Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Tel : Whether listed (Yes/No) No 7. Name, Address and Contact details of Registrar and Transfer Agent, if any II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company:- Sr. No. Name and Description of main products/ services KARVY COMPUTERSHARE PVT. LTD. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda City: Hyderabad Pin: Std code: 040 Tel.: Fax : id : venu.sp@karvy.com NIC Code of the Product/service % to total turnover of the company 1. Trade in Electric Equipment % 2. Electric power generation using solar energy % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and Address of the CIN 1. Mahindra and Mahindra Limited L65990MH1945PLC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Holdings Limited U65993MH2007PLC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Susten Private Limited U74990MH2010PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Cleansolar Renewable Energy Private U40108MH2013PTC Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Brightsolar Renewable Energy Private U40108MH2013PTC Limited Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Holding/ Subsidiary of the Ultimate Holding Intermediate Holding Immediate Holding Subsidiary Subsidiary % of shares held Applicable Section 100* 2(46) 100* 2(46) 100 2(46) 100 2(87) 51 2(87) _Mahindra Renewables Private Limited.indd /4/2017 3:41:32 PM

15 Sr. No. Name and Address of the CIN 6. Neo Solren Private Limited U74999MH2015PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Divine Solren Private Limited U74120MH2015PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Astra Solren Private Limited U74120MH2015PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Marvel Solren Private Limited U74120MH2015PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai Mahindra Suryaurja Private Limited U40103MH2012PTC Address: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai * Holding through its Subsidiary Mahindra Susten Private Limited Holding/ Subsidiary of the Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary % of shares held Applicable Section 100 2(87) 100 2(87) 100 2(87) 100 2(87) 100 2(87) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding: Category of Shareholders No. of Shares held at the beginning of the year (As on ) Demat Physical Total No. of Shares held at the end of the year (As on ) % of Total shares Demat Physical Total % of Total shares % of change during the year A. Promoters 1. Indian a. Individual/HUF b. Central Govt. c. State Govt. d. Bodies Corp. 10,89,10,000 10,89,10, ,95,30, ,530, e. Bank/FI f. Any Other Sub-Total - A - (1) 10,89,10,000 10,89,10, ,95,30, ,530, Foreign a. NRI-Individuals b. Other Individuals c. Body Corporate d. Bank/FI e. Any Others Sub-Total - A - (2) Total Shareholding of Promoters (1+2) 10,89,10,000 10,89,10, ,95,30, ,530, B. Public Shareholding 1. Institution a. Mutual Funds b. Bank/FI c. Central Govt. d. State Govt _Mahindra Renewables Private Limited.indd /4/2017 3:41:33 PM

16 No. of Shares held at the beginning of the year (As on ) % of Total Demat Physical Total No. of Shares held at the end of the year (As on ) % of Total shares % of change during the year Category of Shareholders shares Demat Physical Total e. Venture Capital f. Insurance Co. g. FIIs h. Foreign Portfolio Corporate i. Foreign Venture Capital Fund j. Others Sub-total = B (1) 2. Non- Institution a. Body Corporate b. Individual i. Individual shareholders Holding nominal share capital upto 1 lakh ii. Individual shareholders Holding nominal share capital in excess of 1 Lakh c. Others i. NRI (Rep) ii. NRI (Non-Rep) iii. Foreign National iv. OCB v. Trust vi. In transit Sub-total - B(2) Net Total (1+2) C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group Public Grand Total (A+B+C) 10,89,10,000 10,89,10, ,95,30, ,530, _Mahindra Renewables Private Limited.indd /4/2017 3:41:33 PM

17 ii. Sr. No. Shareholding of Promoters: Shareholder s Name Shareholding at the beginning of the year (as on April 01, 2016) No. of shares % of shares of the % of shares Pledged/ encumbered to total shares Shareholding at the end of the year (as on March 31, 2017) No. of shares % of shares of the % of shares Pledged/ encumbered to total shares % change in shareholding during the year 1. Mahindra Susten Private Limited 10,89,05, ,95,25, Mahindra Susten Private Limited Jointly with Mr. Roshan Gandhi* 5,000 5,000 TOTAL 10,89,10, ,95,30, * 5,000 Shares are held by Mahindra Susten Private Limited jointly with a Nominee to comply with the statutory provisions of Companies Act, 2013, with regard to minimum number of members. iii. Change in Promoter s Shareholding: Name of Promoter: Shareholding at the beginning of Cumulative Shareholding the year (As on April 1, 2016) Increase/ during the year Mahindra Susten Limited including 5,000 share Jointly with Roshan Gandhi No. of shares % of total shares of the Decrease in No. of shares No. of shares % of total shares of the At the beginning of the year 10,89,10, Increase:- Allotment of Equity shares on Rights basis on August 19, ,90,00,000 17,79,10, Increase:- Allotment of Equity shares on Rights basis on September 12, ,00,00,000 23,79,10, Increase:- Allotment of Equity shares on Rights basis on March 30, ,16,20,000 27,95,30, At the end of the year (As on March 31, 2017) 27,95,30, iv. Shareholding Pattern of top ten Shareholders (other than s, Promoters and Holders of GDRs and ADRs): Sr. No. Top Ten Shareholders Shareholding at the beginning of the year (As on April 1, 2016) Shareholding at the end of the year (As on March 31, 2017) No. of shares % of total shares of the No. of shares % of total shares of the v. Shareholding of s and Key Managerial Personnel: NIL Sr. For each of the s and KMP Shareholding at the beginning of the year Shareholding at the end of the year No. Name of the /KMP No. of shares % of total shares of the No. of shares % of total shares of the 1. NIL NIL NIL NIL NIL IV. INDEBTEDNESS Indebtedness of the including interest outstanding/accrued but not due for payment. Secured Loans Excluding Deposits Unsecured Loans Deposits ( in Lakhs) Total Indebtedness Indebtedness at the beginning of the financial year ) Principal Amount 2) Interest due but not paid 3) Interest accrued but not due _Mahindra Renewables Private Limited.indd /4/2017 3:41:33 PM