Indowind Energy Ltd. — Proxy Solicitation & Information Statement 2023

Oct 31, 2023

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To, 31-10-2023 BSE LIMITED NATIONAL STOCK EXCHANGE The General Manager, OF INDIA LIMITED The Corporate Relation Department, Listing Department Phiroze Jeejoybhoy Tower, Exchange Plaza, Bandra Kurla 44+ Floor, Dalal Street, Complex, -Bandra (E), Mumbai — 400 001 Mumbai — 400 051 Scrip Code: 532894 NSE Symbol: INDOWIND

Dear Sir/Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR")

Pursuant to Regulation 30 of SEBI LODR, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, seeking approval of the Members by way of remote e-voting process.

Please note that the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on Friday, October 27, 2023 and whose e-mail addresses are registered with the Company/Depositories.

The remote e-voting period commences at 9 AM IST on Wednesday, 01/11/2023, and ends at 5 PM IST on Thursday, November 30/11/2023.

The Postal Ballot Notice is also available on the Company's website at www.indowind.com .

Thanking you,

For INDOWIND ENERGY LIMITED

RACHANA Digitally signed by RACHANA HINGAR HINGAR Date: 2023.10.31 14:09:23 +05'30' RACHANA HINGAR COMPANY SECRETARY ACS NO. 20863

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INDOWIND ENERGY LIMITED

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POSTAL BALLOT NOTICE

[PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]

VOTING STARTS ON	VOTING ENDS ON
Wednesday, 01stNovember 2023 at 9.00 A.M IST	Thursday, 30thNovember 2023 at 5.00 P.M (IST)

Dear Members,

NOTICE is hereby given pursuant to Sections 108 and 110 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the Rules) under the Companies Act, 2013 (the Act), including any statutory modifications or re-enactments thereof for the time being in force and other applicable provisions, if any, read with the General Circular No.09/2023 dated September 25, 2023 (in continuation to the circulars issued earlier in this regard) issued by the Ministry of Corporate Affairs (“MCA”) (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as “SEBI Listing Regulations” and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, approval of the Members is sought via Postal Ballot through e-voting only (Voting through Electronic means) for the businesses specified in this notice.

Members may take note that in compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent (a) through Electronic mail to the Members whose email IDs are registered in the records of depository participants / the company and (b) in physical mode through speed post/registered post to the members whose email IDs are not registered with the Company/Depositories. If shareholders e-mail address is not registered with the Company/Depository, please follow the process provided in the E-voting instructions annexed to the notice to receive this Postal Ballot Notice. The communication of the assent or dissent of the Members would take place through the remote e-voting system only. Physical copy of Postal Ballot Form and pre-paid business reply envelope will not be sent to the members.

The resolutions to be passed, together with the Explanatory Statement, pursuant to Section 102(1) of the Act, setting out the material facts and reasons thereto, for this purpose are being sent to the members through e-mail. The Company is pleased to provide the remote e-voting facility for voting through ‘electronic means’ to enable members for casting their votes by selecting appropriate options for the Resolution, in accordance with the provisions of the Act and Regulation 44 of SEBI Listing Regulations.

In accordance with Regulation 44 of SEBI Listing Regulations and in terms of Sections 108 and 110 of the Act and the Rules made thereunder, the Company for this purpose, has engaged Central Depository Services (India) Limited (CDSL), an agency authorized by the Ministry of Corporate Affairs (MCA), for facilitating the members to communicate their assent or dissent through ‘‘electronic means’’ in respect of the Resolutions.

Members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. 27/10/2023 will be considered for the purpose of remote e-voting. A person who is not a member as on

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INDOWIND ENERGY LIMITED

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the cut-off date should treat this Notice for information purpose only. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

The remote e-voting period commences on Wednesday, 01/11/2023, 2023 at 9:00 a.m. and ends on Thursday, 30/11/2023 at 5:00 p.m. The remote e-voting module shall be disabled for voting thereafter. The instructions for remote e-voting are appended to this Notice. This Notice is also available on the Company’s website at www.indowind.com , website of stock exchange (BSE Limited) at (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com).

The Board of Directors in its meeting held on 26/10/2023 has M/s. KRA & ASSOCIATES, Practicing Company Secretary, as scrutinizer (the “Scrutinizer”) to conduct the postal ballot voting process in a fair and transparent manner. The results of the remote e-voting conducted by postal ballot process along with the Scrutinizer’s Report will be made available on the website of the Company at www.indowind.com and it will be submitted to BSE Limited (www.bseindia.com ) and National Stock Exchange of India Limited (www.nseindia.com ),where the shares of the Company are listed, within 2 working days from 30/11/2023. The resolutions, if passed with the requisite majority through postal ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. 30/11/2023. If a resolution is assented to by the requisite majority through postal ballot by means of remote e-voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

The company had initiated the process of increasing the authorized capital to Rs. 175,00,00,000 (ONE HUNDRED AND SEVENTY FIVE CRORES)comprising of 17,50,00,000 (SEVENTEEN CRORE FIFTY LAKHS) equity shares of 10 each, which has been already approved by the shareholders in the 28[th] AGM held on 25/09/2023.

SPECIAL BUSINESSES

Item No.1

ISSUANCE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 42 and Section 62(1)(c), and other applicable provisions of the Companies Act, 2013 and read with Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force)made thereunder and in accordance with the provisions of Memorandum and Articles of Associations of the Company, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Chapter VII “Preferential Issue” and other applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, Securities and Exchange Board of India (Substantial Acquisitions and Takeovers) Regulations, 2011, as amended "Takeover Regulations") and any other applicable rules, notifications and guidelines issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”) and other competent authorities, and subject to the approvals, permissions, and sanctions, and consent as may be necessary from any regulatory and other appropriate authorities and all such other approvals as may

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INDOWIND ENERGY LIMITED

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be required, the approval of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”) to create, issue, offer and allot in one or more tranches up to 5,84,10,000 warrants of Rs. 10/- (Rupees Ten) each at an issue price of Rs. 16.00-), to be issued on preferential basis to Promoter & Promoter Group and to Non- Promoters Investors, which shall be converted into Equity Shares of Rs. 10/(Rupees Ten) each, so that the warrant holders shall get one equity shares against one warrant on such terms and conditions as may be determined by the Board in accordance with the provisions of Chapter VII of the ICDR Regulations or other applicable laws. The details of the allottees are as per explanatory statement.

RESOLVED FURTHER THAT the Equity Shares allotted on exercise of the Warrants shall upon conversion rank paripassu with the existing shares of the Company and in such form and manner and upon such terms and conditions as may be determined by the Board in accordance with the ICDR Regulations or other applicable laws as may be prevailing at that time.

RESOLVED FURTHER THAT in accordance with the provisions of SEBI ICDR Regulations, 2018 the "Relevant Date for the purpose of calculating the price for the issue of warrants pursuant is 31[st] October 2023, which is 30 days prior to the date of Postal ballot end date on 30/11/2023.

RESOLVED FURTHER THAT the said Warrants shall be issued and allotted by the Company to the above-mentioned persons within a period of 15 days from the date of passing of this resolution provided that where the allotment of the said Equity Warrants is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government or from the stock Exchanges, the allotment shall be completed within a period of 15 days from the date of such approval."

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to following terms:

• I) The Equity Shares to be so allotted on exercise of the Warrants shall be in dematerialised form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the existing Equity Shares of the Company. The Warrants may be exercised into Equity Shares as aforesaid by the Warrant holder(s) at any time before the expiry of 18 months from the date of allotment of the Warrants.

• II) A Warrant subscription price equivalent to 25% (i.e. the upfront amount) of the issue price will be payable at thetime of subscription to the Warrants, as prescribed by Regulation 169 of the ICDR Regulations, which will be kept bythe Company to be adjusted and appropriated against the issue price of the Equity Shares. A Warrant exercise priceequivalent to the 75% of the issue price of the Equity Shares shall be payable by the Warrant holder(s) at the time ofexercising the Warrants.

• III) The issue of the Warrants as well as Equity Shares arising from the exercise of the Warrants shall be governed bythe regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modificationsthereof.

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INDOWIND ENERGY LIMITED

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• IV) The respective Warrant Holders shall make payment of Warrant Subscription Price and Warrant Exercise Pricefrom their own bank account into the designated bank account of the Company and in the case of joint holders, shallbe received from the bank account of the person whose name appears first in the application.

• V) In the event the Warrant holder(s) does not exercise the Warrants within 18 months from the date of allotment, theWarrants shall lapse and the amount paid shall stand forfeited by the Company.

• VI) The Warrants and the Equity Shares allotted pursuant to exercise of such warrants shall be subject to a lock-in forsuch period as specified under Chapter V of ICDR Regulations.

• VII) The Warrants by itself, until exercised and converted into Equity Shares, shall not give to the Warrant Holdersthereof any rights with respect to that of an Equity shareholder of the Company.

• VIII) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the LODR Regulations and all other applicable laws, rules and regulation;

RESOLVED FURTHER THAT the pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company shall also be subject to lock-in as per the provisions of the ICDR Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to accept any modification(s) or modify the terms of issue of Warrants, subject to the provisions of the Act and ICDR Regulations, without being required to seek any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the allottees and issue a private placement offer cum application letter in the Form PAS-4 to the allottees inviting to subscribe to the Warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option in the Warrants held by the Warrant holder(s).

RESOLVED FURTHER THAT the Board be and is hereby authorized to modify and decide the price, terms and conditions of the Issue of warrants, if necessary, keeping in view of the provisions of various Statutes and Guidelines in force from time to time.”

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, desirable and expedient for such purpose to give effect to the above resolution, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the above mentioned

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INDOWIND ENERGY LIMITED

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Preferential offer (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue), making applications to NSE and BSE for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies,National Securities Depository Limited (“NSDL”), Central Depository Services(India) Limited (“CDSL”) and/ or such other authorities as may be necessary for the purpose, and to take all such steps as may be necessary for the admission of the Warrants (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the Warrant Holders and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the members of the Company and to settle all questions, difficulties or doubtsthat may arise in regard to the offer, issue and allotment of the Warrants and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Warrants, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, desirable and expedient for such purpose, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries,merchant bankers and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the shareholders of the Company and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Warrants and Equity Shares and utilization of proceeds of the securities, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive .”

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to Committee of Directors/ any Director(s)/Company Secretary / any Officer(s) of the Company to give effect to the aforesaid resolution.”

RESOLVED FURTHER THAT all actions taken by the Board or Committee(s) duly constituted for this purpose in connection with any matter referred to above or contemplated in the foregoing resolution is hereby approved, ratified and confirmed in all respects.”

Date: 31/10/2023 Place: Chennai

RACHANA HINGAR COMPANY SECRETARY ACS NO. 20863

Encl:

• 1) Explanatory Statement in terms of Section 102 (1) of the Companies Act, 2013

2) Instructions for Electronic Voting (Remote E-Voting).

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INDOWIND ENERGY LIMITED

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESSES

The following explanatory statement sets out all the material facts relating to the special businesses mentioned in the accompanying notice dated 31[st] October 2023 and shall be taken as forming part of the notice.

As per Section 62(1 )(c) and 42 of the Companies Act, 2013 and SEBI (Issue of capital and Disclosure requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”), approval of shareholders in the general meeting by way of special resolution is required for allotment of warrants convertible into Equity Shares on preferential basis. The relevant disclosures as required in terms of the SEBI (ICDR) Regulations and Rule 13(2) (d) the Companies (Share Capital and Debentures) Rules 2014 are as under:

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S.No PARTICULARS EXPLANATION
1. objects of the preferential issue  Project Expansion
 Repayment of existing loan of the
company
 Working capital
 General corporate purpose
2. i. maximum number of
specified securities to be 5,84,10,000 WARRANTS
issued
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S.No PARTICULARS EXPLANATION	S.No PARTICULARS EXPLANATION	S.No PARTICULARS EXPLANATION
1. objects of the preferential issue  Project Expansion  Repayment of existing loan of the company  Working capital  General corporate purpose
2. i. maximum number of specified securities to be issued 5,84,10,000 WARRANTS
	ii. the price which the allotment is proposed; and basis on which the price has been arrived at along with report of the registered valuer;	Rs.16-per warrant and One Equity Share of face value Rs. 10/- each will be issued for each warrant of face value of Rs.10/- (Issued at a premium Rs.6/- per warrant). The price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following: (i) Ninety trading days’ volume weighted average price of the equity shares quoted on the stock exchange preceding the relevant date; or (ii) Ten trading days’ volume weighted average prices of the equity shares quoted on the stock exchange preceding the relevant date. Explanation: “Relevant date” means the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue. The resolutions, if passed with the requisite majority through postal ballot, shall be deemed to have been passed, on the last date specified for remote e-voting which shall be considered as date of general meeting convened in that behalf. In terms of Regulation 166A of the SEBI ICDR

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INDOWIND ENERGY LIMITED

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Regulations, the Company has also obtained a valuation report from an independent registered valuer namely Viswanathan Rajagopalan (IBBI/RV/07/2020/13416) to consider the same for determining the price of the equity shares to be allotted pursuant to the preferential issue. The valuation report shall be open for inspection at the registered office of the Company during business hours on all working days, except Saturday/ Sunday and other public holidays, between 10:00 a.m. to 12:00 noon and shall also be available on website of the Company at www.indowind.com.

• iii. relevant date with reference to which the price has been arrived

to which the price has been 31/10/2023 arrived iv. the class or classes of persons Promoter, Promoter Group and Others as to whom the allotment is mentioned in Annexure 1. proposed to be made 3. intent of the promoters, The Convertible Equity Warrant shall be issued directors[, key managerial to Promoter Mr.Bala Venckat Kutti and Promoter personnel or senior Group namely LOYAL CREDITS & INVESTMENTS management] of the issuer to LIMITED & SOURA CAPITAL PRIVATE LIMITED. subscribe to the offer Other than the above, none of the Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Convertible Equity Warrants on conversion proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above. 4. shareholding pattern of the issuer before and after the As per ANNEXURE 2. preferential issue 5. time frame within which the The allotment of equity shares shall be preferential issue shall be completed within a period of fifteen (15) days completed from the date of passing of the resolution by members of the Company, provided that where any approval or permission by any regulatory authority or the Central Government for allotment is pending, the period of fifteen (15) days shall be counted from the date of the order on such application or the date of approval or permission, as the case may be. 6. the names of the proposed allottees and the percentage of As per Annexure 1. post preferential offer capital that may be held by them; 7. identity of the natural persons who are the ultimate beneficial NIL owners of the shares proposed to be allotted and/or who

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INDOWIND ENERGY LIMITED

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ultimately control the proposed allottees.	ultimately control the proposed allottees.
8. Undertaking that the issuer shall re-compute the price of the specified securities; and undertaking that if the amount payable on account of the re- computation of price is not paidwithin the time stipulated in these regulations.		The Company shall re-compute the price of the Warrants and/or the number of Equity Shares to be allotted on exercise of the Warrants, in terms of the provision of Regulation 166 of the ICDR Regulations or any other applicable laws, where it is required to do so. The Company further undertakes that if the amount payable on account of the recomputation of price is not paid within the time stipulated in the ICDR Regulations, the Warrants shall continue to be locked- in till the time such amount is paid by the Warrant Holder.
9. Disclosure in case of wilful defaulter or a fraudulent borrower		Neither the Company, nor its directors or promoters have been declared as wilful defaulter or a fraudulent borrower as defined under Regulation 2(lll) of the SEBI ICDR Regulations.
10 the current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter		There will be no change in status of the allottee(s) post the preferential issue
11. Certificate of practicingCompany secretary		A copy of the certificate from a Practicing Company Secretary, certifying that the preferential issue is being made in accordance with the requirements contained in Chapter V of the SEBI ICDR Regulations shall be open for inspection at the registered office of the Company during business hours on all working days, and shall also be available on website of the Company atwww.indowind.com.
12. the change in control, if any, in the company that would occur consequent to the preferential offer;		Upon the issuance and allotment of the warrants, the existing promoter and promoter group will continue to be categorized members of the promoter and promoter group of the Company. All other allottees will be categorized as Public Shareholders of Company.
13	the number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price; the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.	NOT APPLICABLE

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INDOWIND ENERGY LIMITED

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• 14 Compliances The company has complied with the requirement of Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 maintaining a minimum of 25% of the paid up capital in the hands of the public.

• 15 Other disclosures  The company shall obtain necessary approval of SEBI under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Code”) before exercising option to convert warrants into underlying equity shares “if required” under the Takeover Code and make necessary disclosures as applicable.

• The Company does not have any outstanding dues to SEBI, Stock Exchanges or the depositories;

• The Company is in compliance with the conditions for continuous listing;

• No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company during the last one year

• The Company has complied with the applicable provisions of the Companies Act, 2013. The provisions of Section 62 of the Companies Act, 2013 (as amended from time to time) and the ICDR Regulations provide, inter alia, that when it is proposed to increase the issued capital of the Company by allotment of further shares, such shares are required to be first offered to the existing members of the Company for subscription unless the members decide otherwise through a Special Resolution.

• None of its directors or promoters are fugitive economic offenders as defined under the ICDR Regulations

• The Company has obtained the Permanent Account Numbers (PAN) of the proposed allottees, except those allottees which may be exempt from

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INDOWIND ENERGY LIMITED

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specifying PAN for transacting in the securities market by SEBI before an application seeking in-principle approval is made by the Company to the stock exchange(s) where its equity shares are listed.

• The Company shall be making application seeking in-principle approval to the stock exchange(s), where its equity shares are listed, on the same day when this notice will be sent in respect of the postal ballot seeking shareholders’ approval by way of special resolution.

• Since the Equity Shares have been listed on the recognized stock exchanges for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to re-compute the price in terms of SEBI ICDR Regulations.

• None of the Proposed Allottees has sold any equity shares during 90 trading days preceding the Relevant Date.

• The Company is eligible to make the Preferential Allotment under Chapter V of the SEBI ICDR Regulations.

The directors recommend the resolutions for your approval.

None of the director and key managerial personnel of the Company including their relatives are, in anyway, concerned or interested in the Resolution.

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INDOWIND ENERGY LIMITED

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ANNEXURE – 1 (LIST OF PROPOSED ALLOTTEES)

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AMOUNT TO BE
LIST OF SHARE WARRANTS
S.No. NAME PAID @Rs.
TO BE ISSUED
16.00/Warrant
1 AARNAV CHAUDHARY 7,50,000 1,20,00,000
2 ABHAY RAMESHKUMAR AGGARWAL 13,00,000 2,08,00,000
3 ABRAR ALI PARRAY 1,00,000 16,00,000
4 ANJALI GABA 15,00,000 2,40,00,000
5 BHARATH KUMAR PALATLA 5,00,000 80,00,000
6 BHAVANA JAIN 15,00,000 2,40,00,000
7 CHERALATHAN 15,00,000 2,40,00,000
8 DEEPASHREE VEMURI 25,00,000 4,00,00,000
ECHJAY FORGING INDUSTRIES PRIVATE
9 20,00,000 3,20,00,000
LIMITED
10 ESHA MALHOTRA 2,00,000 32,00,000
11 GANGAVARAPU PRASANTH 20,00,000 3,20,00,000
12 GOODVIEW TRADING CO 20,00,000 3,20,00,000
13 HEARTILE TRADING PRIVATE LIMITED 20,00,000 3,20,00,000
14 IMSHAN A PARRAY 1,00,000 16,00,000
15 KAPIL MADAAN 2,00,000 32,00,000
16 KIRAN DEVI JAIN 10,00,000 1,60,00,000
17 KOGANTI PHANINDRANATH 1,00,000 16,00,000
KOPPURAVURI NAGA VENKATA SHYAM
18 4,00,000 64,00,000
ANIRUDH
19 KRIYAN ENTERPRISES 9,00,000 1,44,00,000
20 M L K DURGA 1,00,000 16,00,000
21 MAHAVIR KUMAR BOTHRA HUF 1,00,000 16,00,000
22 MANISH CHHABRA 3,00,000 48,00,000
23 MEENA ARJUN PADWALE 1,00,000 16,00,000
24 NEERA MISHRA 2,00,000 32,00,000
25 NEXUS NWAS PVT LTD 20,00,000 3,20,00,000
26 NIDHI GUPTA 15,00,000 2,40,00,000
27 NIKHIL DHWAN 2,00,000 32,00,000
28 NISHANDAR UMADEVI PRATAPSINGH 1,00,000 16,00,000
29 NITIN AGGARWAL 1,00,000 16,00,000
30 PALLAPOTHU SIVAKRISHNA 1,00,000 16,00,000
31 PAMIDIMARRI LAKSHMI SRUJANA 1,00,000 16,00,000
32 POOJA GOLCHHA 1,00,000 16,00,000
33 POOJA PARASHAR THAKKAR 1,00,000 16,00,000
34 PRASAD 3,00,000 48,00,000
35 PRASHANTH HANMANTRAO YEMMEWAR 1,00,000 16,00,000
36 PREM LATHA PAMIDIMRRI 1,00,000 16,00,000
37 PUDI PRADEEP KUMAR 3,00,000 48,00,000
38 R J BHARAT KUMAR 10,00,000 1,60,00,000
39 RADHIKA GUPTA 1,00,000 16,00,000
40 RAGHAVA RAO NANDANAVANAM 3,00,000 48,00,000
41 RAKHI GUPTA 1,00,000 16,00,000
42 REAL TIME ENTERPRISES 20,00,000 3,20,00,000
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INDOWIND ENERGY LIMITED

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AMOUNT TO BE
LIST OF SHARE WARRANTS
S.No. NAME PAID @Rs.
TO BE ISSUED
16.00/Warrant
43 SALIM PYARALI GOVANI 15,00,000 2,40,00,000
44 SANJAY GOENKA HUF 1,00,000 16,00,000
45 SANJEEVAREDDY KARRI 3,00,000 48,00,000
46 SANKALP DEWAN 3,00,000 48,00,000
47 SARTHAK JAIN 1,00,000 16,00,000
48 SHITIJ DEWAN 10,00,000 1,60,00,000
49 SHIVANI KHUSALSINGH THAKAR 1,00,000 16,00,000
50 SHREEPRIYA CHAUDHARY 7,50,000 1,20,00,000
51 SHRUTHI ANIL JALAN 13,00,000 2,08,00,000
52 SIRISHA VEMURI 3,00,000 48,00,000
53 SRIRAM PAVAN KUMAR VEMURI 3,00,000 48,00,000
54 SURESH SOLANKI 5,00,000 80,00,000
55 TEJAS GABA 10,00,000 1,60,00,000
56 UMA VEMURI 3,00,000 48,00,000
57 VANSH MALHOTRA 25,00,000 4,00,00,000
58 VENKATESWARA RAO GANNAMANI 3,00,000 48,00,000
59 CHIRAG GUPTA 1,50,000 24,00,000
60 PAMELA MANOJKUMAR DESAI 1,60,000 25,60,000
61 SAWAN GUPTA 1,00,000 16,00,000
62 HITESH SANGANERIA 1,50,000 24,00,000
63 PRATIK RAJENDRAKUMAR CHOUDHARY 1,50,000 24,00,000
64 PIYUSH SHEETALCHAND JAIN 1,50,000 24,00,000
65 SNEHA KALANI 1,00,000 16,00,000
66 SHWETA MANOJ DESAI 1,00,000 16,00,000
67 SWAPNEH AGNELO DAVLA 1,00,000 16,00,000
68 VISHWA RAMAN NIRMAL 7,00,000 1,12,00,000
69 NAVIN KHUBCHAND LUND 2,50,000 40,00,000
70 MANJIT SINGH SACHDEVA 6,00,000 96,00,000
71 KANYA WIND FARMS PVT LTD 50,00,000 8,00,00,000
PROMOTER & PROMOTER GROUPS
72 BALA VENCKAT KUTTI 30,00,000 4,80,00,000
73 LOYAL CREDIT & INVESTMENTS LTD. 40,00,000 6,40,00,000
74 SOURA CAPITAL 30,00,000 4,80,00,000
75 K.S.RAVINDRANATH 50,000 8,00,000
76 KANCHANAMALA 50,000 8,00,000
TOTAL 5,84,10,000.00 93,45,60,000
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INDOWIND ENERGY LIMITED

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ANNEXURE – 2 – SHAREHOLDING PATTERN (SHP) – PRE & POST ISSUE

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SL
Category Pre-issue Post-issue (16 rupees)
No
No of shares % of share No of shares % of share
held holding held holding
Promoter & Promoter
A
Groups
1 Indian
Individual 1,03,02,628.00 9.60 1,34,02,628.00 8.09
Bodies corporate 4,34,27,195.00 40.46 5,04,27,195.00 30.42
Sub-total 5,37,29,823.00 50.06 6,38,29,823.00 38.51
2 Foreign promoter Group 7,56,000.00 0.70 7,56,000.00 0.46
Sub-total (A) 5,44,85,823.00 50.76 6,45,85,823.00 38.97
B Non-promoters' holding
1 Institutional investors 24,075.00 0.02 24,075.00 0.01
2 Non-institution
Private corporate bodies 9,66,407.00 0.90 1,19,66,407.00 7.22
Directors and relatives 5,300.00 0.00 5,300.00 0.00
Indian public 4,96,11,481.00 46.22 8,67,21,481.00 52.32
others (including NRIs) 22,41,694.00 2.09 24,41,694.00 1.47
-
Sub-total (B) 5,28,48,957.00 49.24 10,11,58,957.00 61.03
GRAND TOTAL 10,73,34,780.00 100.00 16,57,44,780.00 100.00
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For the limited purpose of disclosing the possible shareholding pattern post allotment of the Equity Shares under Conversion of Warrants into Equity Shares through Preferential Allotment, it is assumed that a maximum of 5,84,10,000 number of Warrants may be issued under the Preferential Allotment, considering the price per warrant convertible into Equity Shares to be issued is assumed at Rs.16 which is determined in accordance with the SEBI Regulations. The shareholding pattern post Preferential Allotment will be as per the above table assuming full subscription at conversion price. However, if the subscription price is higher than the floor price or the shares subscribed at the floor price is lower than the full subscription, the number of Equity Shares that would be allotted under Preferential Allotment and the aggregate shareholding would differ from the details provided above. Accordingly, the shareholding pattern disclosed in the table above is indicative shareholding pattern and is subject to change.

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INDOWIND ENERGY LIMITED

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CDSL e-Voting System – For Remote e-voting THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

(i) The voting period begins on Wednesday, 01/11/2023, 2023 at 9:00 a.m. and ends on Thursday, 30/11/2023 at 5:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 27[th] October 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The results will be announced within 2 working days of end date of postal ballot at the websites of the stock exchanges where the company is listed and at the website of company at www.indowind.com.

(ii) Pursuant to SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants.

Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, 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 in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be

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INDOWIND ENERGY LIMITED

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able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, holding securities in demat please visit the e-Services website of NSDL. Open web mode with NSDL Depository browser by typing the following URL: https://eservices. nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new

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INDOWIND ENERGY LIMITED

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screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote - during the remote e Voting period.

Individual Shareholders You can also login using the login credentials of your (holding securities in demat demat account through your Depository Participant mode) login through their registered with NSDL/CDSL for e-Voting facility. After Depository Participants (DP) Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 :

Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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INDOWIND ENERGY LIMITED

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• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/ RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(v) After entering these details appropriately, click on “SUBMIT” tab.

(vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

(viii) Click on the EVSN for INDOWIND ENERGY LIMITED on which you choose to vote.

(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

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INDOWIND ENERGY LIMITED

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(xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on

• .The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same..

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; gkrkgram@yahoo.com and contact@indowind.com (designated email address of the company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id viz. cg.contact@indowind,com and bhagwan@bigshareonline.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

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INDOWIND ENERGY LIMITED

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1. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33

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