INDOSOLAR LIMITED — Proxy Solicitation & Information Statement 2026

Jan 21, 2026

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January 21, 2026

To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza’. C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Dalal Street, Fort, Mumbai – 400 001 Company Symbol: WAAREEINDO Script Code: 533257

Subject Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) – Notice of Postal Ballot.

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of Postal Ballot (Notice’) dated January 16, 2026, seeking approval of members of the Company for the following matters:

Resolution	Type of Resolution
APPOINTMENT OF DR. JIGNESH DEVCHANDBHAI RATHOD (DIN: 11121448) AS DIRECTOR (NON-EXECUTIVE, NON-INDEPENDENT)	Ordinary Resolution
SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM NATIONAL CAPITAL TERRITORY OF DELHI TO THE STATE OF MAHARASHTRA AND CONSEQUENTIAL AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY	Special Resolution

In terms of various circulars issued by Ministry of Corporate Affairs and SEBI, the Notice is being sent by electronic mode to those members whose email addresses are registered with the Company / Depositories and whose names appeared in the Register of Members / list of beneficial owners maintained by the Company / Depositories as on the Cut-Off Date i.e., Friday, January 16, 2026. The assent or dissent on the above resolutions can be communicated by the members through remote e-voting process (e-voting’), within the following period:

Commencement of e-voting period	Thursday, January 22, 2026, at 10:00 A.M. (IST)
Conclusion of e-voting period	Friday, February 20, 2026, at 05:00 P.M. (IST)

The above information will be made available on the website of the Company www.indosolar.co.in

Kindly take the above on records.

For, Indosolar Limited

AKALPITA Digitally signed by AKALPITA HARNISH PATEL HARNISH PATEL Date: 2026.01.21 17:22:07 +05'30'

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Akalpita Patel Company Secretary and Compliance Officer ACS 40528

Indosolar Limited

Registered Office:

Unit No. 301, 3rd floor, Building 02, Southern Park", Saket, New Delhi-110017. Tel : +91-120-4762500 Factory: 3C/1eco Tech -11, Udyog Vihar, Greater Noida – 201306, Uttar Pradesh, India | CIN: L18101DL2005PLC134879

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INDOSOLAR LIMITED

Registered Office: Unit no. 301, 3rd floor, Building 02, Southern Park, Saket, New Delhi-110017, Saket (South Delhi), South Delhi, New Delhi, Delhi, India, 110017

Tel.: 0 22-6644-4444

Email: secretarial@waaree.com Website: www.indosolar.co.in Corporate Identification Number (CIN): L18101DL2005PLC134879

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE hereby given, pursuant to Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) including any statutory modifications or re-enactment thereof for the time being in force, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard – 2 on General Meetings issued by Institute of Company Secretaries of India and any other applicable laws and regulations, Indosolar Limited (the “Company”) hereby seeks your approval in respect of the special businesses as stated in this Postal Ballot Notice via Postal Ballot by way of remote e-voting only. (‘Postal Ballot’ or ‘e-voting’)In compliance of the circular issued by the Ministry of Corporate Affairs (‘MCA’) no. 09/2024 dated September 19, 2024, read with general circular no. 09/2023 dated September 25, 2023, 20/2020 dated May 5, 2020, 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 3/2022 dated May 5, 2022 and 11/2022 December 28, 2022 (collectively referred to as ‘MCA Circulars’), hard copy of Postal Ballot Notice along with Postal Ballot Forms and Pre-paid Business Reply Envelope will not be sent to the Members for the present Postal Ballot and the communication of assent / dissent of the Members will take place through the remote e-voting system only. The instructions for e-Voting are appended to this Postal Ballot Notice.

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement setting out the material facts and the reasons / rationale pertaining to the said Resolutions is annexed to this Postal Ballot Notice for your consideration and forms a part of this Postal Ballot Notice.

In compliance with the MCA Circular, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, January 16, 2026 (‘cut-off date’) and whose e-mail addresses are registered with the Company / Depositories. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circular, the manner of voting on the proposed Resolutions is restricted to e-voting only i.e. by casting votes electronically instead of submitting postal ballot forms.

The Board of Directors of the Company in its Meeting held on January 16, 2026, has appointed Puneet Motwani & Associates, a Practicing Company Secretary firm, Mumbai as scrutinizer for conducting the e-voting process in a fair and transparent manner. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final. The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director / Director Authorized by the Board of the Company or any person authorized by him.

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In compliance with the provisions of the Act read with the Rules framed thereunder and the Listing Regulations, the Company is providing the remote e-voting facility to the Members of the Company and for this purpose, the Company has engaged the services of MUFG Intime India Private Limited, formerly Link Intime India Private Limited (the Registrar and Share Transfer Agent and the agency engaged for providing the e-voting facility). The instructions for remote e-voting are provided in this Postal Ballot Notice. This Postal Ballot Notice can also be accessed from the websites of the Company at www.indosolar.co.in and on the website of the Stock Exchanges, i.e. BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com and on the website of the (RTA) at https://instavote.linkintime.co.in.

The remote e-voting period shall commence at 10.00 a.m. (IST) on Thursday, January 22, 2026 and shall end at 05.00 p.m. (IST) on Friday, February 20, 2026. Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process before the end of the e-voting period. The remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e-voting module shall be disabled by MUFG Intime India Private Limited, formerly Link Intime India Private Limited upon expiry of the aforesaid period.

The proposed Resolutions, if approved, shall be deemed to have been passed on the last date of e-Voting, i.e., Friday, February 20, 2026. The results of e-voting will be announced within two (2) working days from the close of voting period, and will be hosted on the Company’s websites of the Company at www.indosolar.co.in and on the website of the Stock Exchanges, i.e. BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com and on the website of the (RTA) at https://instavote.linkintime.co.in. and will also be displayed at the registered office of the Company.

SPECIAL BUSINESSES:

Item No. 1:

APPOINTMENT OF DR. JIGNESH DEVCHANDBHAI RATHOD (DIN: 11121448) AS DIRECTOR - - (NON EXECUTIVE, NON INDEPENDENT)

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152,and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) including any statutory modification(s) or re-enactment thereof for the time being in force, in accordance with the Articles of Association of the Company who was appointed by the Board of Directors on the recommendation of Nomination and Remuneration Committee as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from January 16, 2026 in terms of section 161 of the Act and who holds office up to the date of ensuing General Meeting, or three month whichever is earlier and in respect of whom the Company has received a notice in writing from a Member under section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director (Non-Executive, Non-Independent) of the Company and whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board or any duly constituted committee of the Board, be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

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Item No. 2:

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM NATIONAL CAPITAL TERRITORY OF DELHI TO THE STATE OF MAHARASHTRA AND CONSEQUENTIAL AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and in accordance with the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and subject to the approval of the shareholders of the Company by way of Special Resolution through Postal Ballot (including remote e-voting), the approval of the Central Government (Regional Director) and such other approvals, consents, sanctions and permissions as may be required from any statutory or regulatory authority, consent of the members of the Company be and is hereby accorded for shifting the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra.

RESOLVED FURTHER THAT consequent to the change in the registered office of the Company, Clause II of the Memorandum of Association of the Company, be substituted by the following:

“II. The Registered Office of the Company will be situated in the State of Maharashtra within the jurisdiction of the Registrar of Companies, Mumbai I, Maharashtra.”

RESOLVED FURTHER THAT to give effect to this resolution the Board of Directors of the Company (including its committee thereof) and/or the Chief Executive Officer or the Chief Financial Officer or the Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns, E-forms and writings as may be necessary, proper, desirable or expedient.”

By order of the Board of Directors of Indosolar Limited

Sd/-

Akalpita Harnish Patel Company Secretary and Compliance Officer Membership no: A40528

Place: Mumbai Date: January 16, 2026

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NOTES:

1. A statement pursuant to the provisions of Section 102(1) of the Act, relating to the proposed Resolutions given in this Postal Ballot Notice, is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder are also annexed.

2. The details under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Clause 1.2.5 of the Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India, in respect of the person seeking appointment as a Director is furnished as Annexure - I to this Postal Ballot Notice.

3. In compliance with the aforesaid MCA Circular, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses were registered with the Company / Depositories as on Friday, January 16, 2026 (“cut-off date”) as well as communication of assent / dissent by the Members will be through the remote e-voting system only.

Accordingly, in compliance with the applicable provisions of the Act and the said MCA Circular:

• The Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories; and the physical copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope is dispensed with for this Postal Ballot.

• The communication of assent / dissent of the Members will take place through the remote e-voting system only.

• Members may note that the Notice has been uploaded on the website of the Company at www.indosolar.co.in

• The Postal Ballot Notice can also be accessed from the websites of the Stock Exchanges, i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of MUFG Intime India Private Limited, formerly Link Intime India Private Limited (the Registrar and Share Transfer Agent and the agency engaged for providing e-voting facility) at https://instavote.linkintime.co.in

• A member cannot exercise his/her vote through proxy on postal ballot. However, Corporate / Institutional Members are entitled to appoint authorized representatives to vote on their behalf on the Resolutions proposed in this Postal Ballot Notice. Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF / JPG Format) of their Board or governing body’s Resolution / Authorisation, authorising their representative to vote through remote e-voting, to the Scrutinizer through e-mail at cspuneet5@gmail.com with a copy marked to MUFG Intime at enotices@in.mpms.mufg.com

• In accordance with the MCA Circulars, the relevant documents referred to in this Postal Ballot Notice will be made accessible for inspection through electronic mode. The documents will remain available from the date of dispatch of this Notice up to the last day of voting on the website of the Company at www.indosolar.co.in

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1. The Resolutions set out in the Notice will be transacted through an electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Postal Ballot Notice which is annexed hereto.

2. Information and other instructions relating to e-voting are as under: The remote e-voting facility will be available during the following period:

Commencement of e-voting: From 10:00 a.m. (IST) on Thursday January 22, 2026

End of e-voting: Up to 5:00 p.m. (IST) on Friday February 20, 2026.

The remote e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be disabled upon expiry of the aforesaid period.

In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and the MCA Circular, Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by MUFG Intime India Private Limited , on the Resolutions set forth in this Postal Ballot Notice. The instructions for remote e- voting are given below.

The Scrutiniser shall, after conclusion of the voting period, submit his report, within prescribed timelines, to the Chairman or any person so authorised by him, who shall countersign the same and declare the results thereof. Results of the voting will be declared by placing the same along with the Scrutiniser’s report on the Company’s website at www.indosolar.co.in and-postal-ballot-notices and on the website of MUFG Intime India Private Limited at https://instavote.linkintime.co.in and shall also be communicated to the stock exchanges within two working days from last date of voting, i.e., on or before Tuesday, February 24, 2026 at or about 05:00 p.m. (IST) and the outcome will be made available at the registered office as well as at the corporate office of the Company.

The Company has engaged the services of MUFG Intime India Private Limited, formerly Link Intime India Private Limited to provide remote e-voting facility to the Members.

The cut-off date for Members to whom this Postal Ballot Notice is being sent and the Members who are eligible to exercise their right to vote on Resolutions set forth in this Postal Ballot Notice is Friday, January 16, 2026. A person who is not a Member as on the cut-off date should treat this Postal Ballot Notice for information purposes only.

Members who are holding shares in physical form or who have not registered their email address with the Company/Depository or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as of the cut-off date, i.e. Friday, January 16, 2026 such Member may obtain the User ID and password by sending a request at enotices@in.mpms.mufg.com.

In case of any queries, you may or call on +91 22 4918 6000 or write at enotices@in.mpms.mufg.com.

It is however clarified that Members of the Company as on cut-off date (including Members who may have not received this communication due to non-registration of their e-mail address with the Company / RTA / Depositories) shall be entitled to vote in respect of the Resolutions, in accordance with the process specified in this Postal Ballot Notice.

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The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

The Scrutinizer, after scrutinizing the votes, will, not later than two working days from the conclusion of the Meeting, make a consolidated scrutinizer’s report which shall be placed on the website of the Company, i.e. www.indosolar.co.in

Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the last date of remote e-voting i.e. Friday, February 20, 2026. Further, Resolutions passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

Remote e-Voting Instructions for shareholders: As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.\

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.

• b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.

• c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.

• d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

• c) Enter the last 4 digits of your bank account / generate ‘OTP’

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• d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

METHOD 2 - NSDL e-voting website

a) Visit URL: https://www.evoting.nsdl.com

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

• a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

• b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

• c) Enter the OTP received on your registered email ID/ mobile number and click on login.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.

• b) Enter existing username, Password & click on “Login”.

• c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

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• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.

• b) Proceed with updating the required fields for registration.

• c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

• a) Visit URL: https://www.cdslindia.com.

• b) Go to e-voting tab.

• c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, user shall navigate through “e-voting” option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

• b) Enter details as under:

• A. User ID: Enter User ID

• B. Password: Enter existing Password

• C. Enter Image Verification (CAPTCHA) Code

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• D. Click “Submit”.

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(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

• A. User ID: Enter User ID

• B. PAN: Enter your 10-digit Permanent Account Number

  • (PAN) (Shareholders who have not updated their PAN with the

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• Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

• D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

• Shareholders holding shares in NSDL form , shall provide ‘point 4’ above

• Shareholders holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above

• E. Set the password of your choice.

• (The password should contain minimum 8 characters, at least one special Character

• (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• F. Enter Image Verification (CAPTCHA) Code.

• G. Click “Submit” (You have now registered on InstaVote).

• Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

• A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

• B. Select ‘View’ icon. E-voting page will appear.

• C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

• E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e- Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

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• A. Visit URL: https://instavote.linkintime.co.in

• B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

• C. Fill up your entity details and submit the form.

• D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. B. Click on “Investor Mapping” tab under the Menu Section C. Map the Investor with the following details:

• 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

• 2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• 3) ‘Investor PAN’ - Enter your 10-digit PAN.

• 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

• D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Votes Entry” tab under the Menu section.

• c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

• d) Enter “16-digit Demat Account No.”.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

• f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

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METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will see “Notification for e-voting”.

• c) Select “View” icon for “Company’s Name / Event number”.

• d) E-voting page will appear.

• e) Download sample vote file from “Download Sample Vote File” tab.

• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

• g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact NSDL helpdesk by sending request atevoting@nsdl.co.in or call at: 022 - 4886 7000 Members facing any technical issue in login can contact CDSL helpdesk by sending request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• Click “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

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In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• ▪ Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

• ❖ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ❖ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• ❖ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required under Section 102 of the Act, the following explanatory statement sets out all material facts relating to the businesses mentioned under resolution of the accompanying Notice.

Item No. 1

Based on the recommendation of Nomination and Remuneration Committee and subject to approval of members, approved appointment of Dr. Jignesh Devchandbhai Rathod (DIN: 11121448), as an Additional Director (Non-Executive), with effect from January 16, 2026 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (‘the Act’) and of the Articles of Association of the Company.

Further, Company has received consent, all necessary disclosures and declarations,152(5) read with applicable rule(s) of The Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, circulars issued by BSE List/Comp/14/2018-19 dated 20th June, 2018 and NSE/CML/2018/02 dated June 20, 2018, debarment statement and also form DIR 2, MBP 1, DIR 8 as prescribed by the Companies Act, 2013.

Further, the Board on recommendation of Nomination and Remuneration Committee has determined that the appointment of Dr. Jignesh Devchandbhai Rathod as Director (Non-executive, Non-Independent) would be beneficial to the Company.

Dr. Jignesh Rathod is not inter-se related to any other Director or Key Managerial Personnel of the Company. He does not hold equity shares of the Company by himself or on a beneficial basis.

As per provisions of Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders has to be obtained at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Except Dr. Jignesh Devchandbhai Rathod being an appointee, none of the Directors or Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise in this resolution, except to the extent of their shareholding, if any.

Brief Profile of the Dr. Jignesh Rathod

Dr. Jignesh Rathod is a senior business leader at Waaree Energies Limited, currently serving as Director – Operations and designated to assume the role of Chief Executive Officer (CEO). He has over 18 years of deep institutional experience in the solar manufacturing and renewable energy sector. In his present role, he is responsible for overseeing the company’s end-to-end manufacturing and operational functions, including large-scale production planning, capacity expansion, process optimisation, quality management systems, and operational excellence across Waaree’s multiple manufacturing facilities. His leadership has played a pivotal role in scaling Waaree’s operations and strengthening its position as one of India’s leading solar PV module manufacturers.

Dr. Rathod holds a Bachelor of Engineering from Gujarat University, an MBA for Working Executives from NMIMS, Mumbai, and a Doctorate (Ph.D.) in Business Administration from the Xavier Institute of Business Management Studies (XIBMS). His academic background, combined with hands-on operational expertise, equips him with a strong blend of technical, managerial, and strategic capabilities. Over the years, he has been closely involved in technology integration, factory modernization, productivity enhancement, and

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execution of large-scale expansion projects, ensuring operational efficiency and adherence to global quality standards.

The relevant details, pursuant to regulation 36(3) of the LODR Regulations and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, in respect of Director seeking appointment is annexed.

The Board of Directors recommends the resolution as set out as Item No.1 in the Notice for approval of Members as an Ordinary Resolution.

Item No. 3:

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE NATIONAL CAPITAL TERRITORY OF DELHI TO THE STATE OF MAHARASHTRA AND CONSEQUENTIAL AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Board of Directors of the Company (‘the Board’) at its meeting held on January 16, 2026, approved shifting of registered office of the Company from the National Capital Territory of Delhi to the State of Maharashtra, subject to approval of Central Government and other authorities as required.

The Company’s present registered office is situated at Unit No. 301, 3rd floor, Building 02, Southern Park", Saket, New Delhi-110017.

Pursuant to an application filed by the financial creditors, a Corporate Insolvency Resolution Process (“CIRP”) was initiated in respect of the Company by order of the Hon’ble National Company Law Tribunal, New Delhi, dated April 12, 2019. During the CIRP, Waaree Energies Limited (“Waaree”) submitted a resolution plan for acquisition of the Company, which was approved by the Hon’ble National Company Law Tribunal, New Delhi, on April 21, 2022.

Consequent to the implementation of the approved resolution plan, Waaree Energies Limited, the holding company of the Company within the meaning of the Companies Act, 2013 holds 74.93% of the equity share capital of the Company. Since the registered office of the holding company is situated at Mumbai in the State of Maharashtra, it is considered expedient that the registered office of the Company be shifted so as to enable better co‑ordination of the business operations of the Company with those of its holding company and to facilitate the conduct of business more economically and efficiently in the overall interest of the Company. The proposed shifting of the registered office will also enable seamless co‑ordination between the management of both companies, resulting in more efficient utilisation of managerial time and other resources.

The proposed shifting of the registered office of the Company from the National Capital Territory of Delhi to the State of Maharashtra will in no way be detrimental to the interests of the public, employees, shareholders or any other stakeholders of the Company. The operations of the Company will continue as before and there will be no retrenchment or transfer of employees merely on account of the proposed change in the registered office of the Company.

Pursuant to the provisions of Sections 12, 13 and 110 of the Companies Act, 2023 read with rules made thereunder, the shifting of registered office from one state to another and consequent alterations to the Memorandum of Association of the Company, requires prior approval of the Members of the Company by way of Special Resolution (passed through Postal Ballot) and also the approval of Central Government through Regional Director and Registrar of Companies, among other authorities.

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Further, consequent to the change of Registered Office of the Company, it is also proposed to alter the Clause II of the Memorandum of Association of the Company as follows:

“II. The Registered Office of the Company will be situated in the State of Maharashtra within the jurisdiction of the Registrar of Companies, Mumbai I, Maharashtra.”

Accordingly, in view of the above, the approval of the members is sought by way of postal ballot and remote e- voting for shifting the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra and consequent alteration of Clause II of the Memorandum of Association of the Company.

The existing Memorandum of Association of the Company as well as the draft Memorandum of Association with the proposed amendments will be available for inspection at the Registered office of the Company situated at Unit No. 301, 3rd floor, Building 02, Southern Park", Saket, New Delhi-110017, from 10.00 a.m. to 12.00 p.m. (IST) on all working days till the last date of completion of the postal ballot.

The Board recommends passing of the Special Resolution as set out at Item No. 2 of the accompanying Notice of Postal Ballot for approval by the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way concerned or interested financially or otherwise in the Resolution set out at Item No. 2 of the Notice, except to the extent of their shareholding, if any, in the Company.

By order of the Board of Directors of Indosolar Limited Sd/-

Akalpita Harnish Patel Company Secretary and Compliance Officer Membership no: A40528

Place: Mumbai Date: January 16, 2026

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Annexure I

Disclosure relating to Directors pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards on General Meetings:

Meetings:
Name of Director	Dr. Jignesh Devchandbhai Rathod
DIN	11121448
Age	43 Years
Date of Birth	September 01,1982
Date of first appointment on the Board	January16,2026
Expertise in specific functional Areas/ Experience	Please refer to the explanatory statement to the resolution.
Brief Resume	Please refer to the explanatory statement to the resolution.
Qualifications	B.E., MBA, Doctorate(Business Administration)
Terms and conditions of appointment	Appointment as Director (Non-Executive, Non-Independent) with effect from January 16, 2026,liable to retire byrotation.
Last drawn remuneration details along with remuneration sought to be paid	Dr. Jignesh Rathod has not drawn any remuneration from the Company. Further Rathod shall not receive any sitting fees, commission or stock options from the Company. Rathod shall be entitled to draw expenses incurred for travelling / boarding to participate in Board / Committee Meetings and other Company related work in his capacity as the Non-Executive, Non-Independent Director of the Company.
Remuneration Proposed to bepaid	NIL
No. of Board meetingattended	Nil
List of other Listed Companies (excluding foreign Companies)	Nil
Directorshipin other Indian Companies	SperryEnergyDynamics Private Limited
Listed entities from which the Director has resigned from Directorshipin thepast threeyears	Nil
Chairman / Member of the Committee(s) of the Board of Directors of the Company	NIL
Memberships / Chairmanships of committees of other companies(excludingforeign companies)	Nil
Number of Equity Shares held in the Company (includingshareholdingas a beneficial owner)	Nil
Inter-se relationship with other Directors and Key Managerial Personnel of the Company	None
Companies in which the appointee is a Managing Director,Chief Executive Officer,Whole-time	Waaree Energies Limited

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Director, Secretary, Chief Financial Officer, Manager*	Chief Executive Officer-Designated
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Please refer to the explanatory statement to the resolution.