Indowind Energy Ltd. — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

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December 19, 2024

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: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of SEBI LODR, please find enclosed a copy of the Postal Ballot Notice dated 18[th] December 2024, together with the Explanatory Statement, seeking approval of the Members by way of remote e-voting process pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act’) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) on the following Special businesses, forming part of the Notice:

S.no	SPECIAL BUSINESS	TYPE OF RESOLUTION
1.	To approve the modification of objects of the rights issue.	SPECIAL RESOLUTION
2.	To approve Material Related Party Transactions with Quantum Limited.	ORDINARY RESOLUTION

In compliance with the provisions of the Companies Act, 2013 read with various circulars issued by Ministry of Corporate Affairs, Government of India, the Notice is being sent only by email to the Members who have registered their email address with the Registrar & Share Transfer Agent of the Company or depository participants and whose names are recorded in the Register of Members/ Beneficial owners of the Company as on Cut-off date i.e. Friday, December 13, 2024.

The Company has availed the services of Central Depository Services (India) Limited (CDSL), as the agency to provide the e-voting facility. The e-voting facility shall commence at 9:00 A.M. (IST) on Friday, December 20, 2024 till 5:00 P.M. (IST) on Sunday, January 19, 2025. Thereafter, the e-voting module shall be disabled. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently. The communication of the assent or dissent of the Members would only take place through the e-voting system.

The Postal Ballot Notice is also available on the Company's website at www.indowind.com . We request you to kindly take on record.

Thanking you,

For INDOWIND ENERGY LIMITED

B Sharath

Digitally signed by B Sharath Date: 2024.12.19 13:07:11 +05'30'

B SHARATH COMPANY SECRETARY & COMPLIANCE OFFICER

Encl.: as above

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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]

Dear Members,

NOTICE is hereby given pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR”), the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), each as amended, from time to time and Circulars issued by the Ministry of Corporate Affairs, Government of India (“MCA”) viz. General Circulars No.14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”), to seek your approval in respect of the following Special Businesses through postal ballot by way of remote e-voting process only (“e-voting”)

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. 13/12/2024 will be considered for the purpose of remote e-voting. A person who is not a member as on 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 Friday 20-12-2024 at 9:00 a.m. and ends on Sunday 19-01-2025 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

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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 18-12-2024 has appointed M/s. KRA & ASSOCIATES, Practicing Company Secretaries, as scrutinizers (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 19-01-2025. 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. 19-01-2025-. 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.

SPECIAL BUSINESSES

Item No.1

1. To approve the modification of objects of the rights issue:

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

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other applicable rules, regulations, guidelines and other statutory provisions for the time being in force, and such other approvals, permissions, sanctions, if any, as may be necessary, approval of the members of the Company be and is hereby accorded to vary, alter, modify, revise or amend the terms referred to in the Letter of Offer dated 10[th] July 2024 (“Letter of Offer”), filed by the Company with the SEBI for the unutilized issue proceeds from the Rights Issue of Equity Shares made in pursuance of the said Letter of Offer as follows:

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Sr. No. Objects of the Issue as per Letter of Proceeds from the Revised Objects Amount to be funded from
Offer issue the Net proceeds
1. To invest for developing the 6 2,694.95 Lakhs i. To invest in acquiring 3 MW 1,350 Lakhs
MW(DC) Solar Power Project at wind farm project in
Tamil Nadu (the “Power Project”) Karnataka, with generation
of about 65 lakhs unit per
year under normal
conditions.
ii. 1.3 MW Wind Power Projects 400 Lakhs
in the state of Tamil Nadu
with generation of about 12
lakhs units per year &
potential to improve under
normal conditions.
iii. Settlement of LIC Loans to 700 Lakhs
save interest cost.
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RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as "the Board," which term shall include any Committee thereof) be and is hereby authorized to take such steps as may be necessary or expedient to give effect to this resolution, including but not limited to filing necessary forms, intimating relevant authorities, and executing all such documents as may be required."

ITEM NO 2:

TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS ORDINARY RESOLUTION IN CONNECTION WITH TRANSACTIONS WITH RELATED PARTY

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations) and other applicable provisions, if any of the Listing Regulations, Companies Act, 2013 (“the Act ‟ ) and Rules made there under, including statutory modification(s) or re- enactment thereof for the time being in force and as may be notified from time to time, and the Company ‟ s policy on related party transactions, the Members of the Company do hereby accord their approval for entering into such contracts and agreements with QUANTUM LIMITED, an entity belonging to Promoter Group of the Company, for sale/purchase of machinery, goods/services to an aggregate value of ₹ 30,00,00,000/- (Rupees Thirty Crores only) for a period of 1 year.

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“RESOLVED FURTHER THAT any Director or Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, negotiating and finalizing the terms of borrowing, filing of necessary applications and submissions under the Act to give effect to this Resolution.”

Date: 18/12/2024 Place: Chennai

B SHARATH COMPANY SECRETARY & COMPLIANCE OFFICER

Encl:

1) Explanatory Statement in terms of Section 102 (1) of the Companies Act, 2013 2) Instructions for Electronic Voting (Remote E-Voting).

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

The following explanatory statements set out all the material facts relating to the special businesses mentioned in the accompanying notice dated 18-12-2024 and shall be taken as forming part of the notice.

ITEM NO 1:

Pursuant to Letter of Offer dated 10[th] July 2024 and Board resolution dated 12[th] August 2024, the Company Issued and allotted 2,14,66,956 (Two Crores Fourteen Lakhs Sixty-Six Thousand Nine Hundred and Fifty Six) fully paid-up Equity Shares of face value of Rs. 10 each of our Company (the “Rights Equity Shares”) for cash at a price Rs. 22.50 per Equity Share (including a premium of Rs. 12.50 per Equity Share) aggregating to Rs. 4,830 lakhs (Rupees Forty Eight Crores Thirty Lakhs Only) on a rights basis to the eligible equity shareholders of our Company. The issue period was from July 26, 2024, to August 05, 2024. The Board approved the allotment to the successful applicants, based on the ‘Basis of Allotment’ approved by BSE Limited, the designated Stock Exchange for the Issue. The shares were listed on BSE Limited & National Stock Exchange of India Limited and were admitted for dealing by both the stock exchanges with effect from August 21, 2024.

In view of the proposed requirements of the Company, approval of the Members is being sought by way of a Special Resolution through Postal Ballot for variation in the terms of the Objects of the Issue pursuant to the provisions of Section 27 and other applicable provisions, if

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any, of the Companies Act, 2013 (the 'Act') and the relevant Rules made thereunder (including any amendment thereto or re-enactment thereof for the time being in force), and subject to compliance of such other applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and such other requisite approvals, consents and clearance from the Company's Bankers, Financial Institutions, Project Lenders and/ or other Institutions or bodies, statutory authorities, if and wherever necessary, and as may be required.

The relevant and material information as required in compliance of the provisions of Section 27 of the Companies Act, 2013 read with Rule 7 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

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Extent of Balance
TOTAL MONEY Amount
SR. achievement Unutilized
OBJECTS AS STATED IN PROSPECTUS RECEIVED Utilized
NO. of Objects in term Amount
(In Lakhs) (In Lakhs)
of Percentage (In Lakhs)
1.
To invest for developing the 6 MW(DC) Solar
Power Project at Tamil Nadu (the “Power 2,694.95 244.95 9 2,450
Project”)
2.
Appropriation of a part of the Net Proceeds to
issue Rights Shares to Loyal Credit &
Investments Limited, one of the Corporate
Promoters of our Company as and by way of 1,000 1,000 100 0
reimbursement of the amount paid by Loyal
Credit & Investments Limited to EXIM on our
behalf
3.
General Corporate Purposes 686.68 686.68 100 0
TOTAL 4,381.63 1,931.63 2,450
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S.No PARTICULARS EXPLANATION
a. the particulars of the proposed variation in objects As per resolution.
for which prospectus was issued;
b. the reason and justification for seeking variation;  The proposed project is experiencing delay in implementation on account
of grid availability constrains. Consequently, the company proposes to
acquire wind farms project which are already operational that would
immediately augment the revenue of the company. This will help to
improve turnover from current quarter itself.
 The company continues to pursue to complete the solar projects by other
means, as and when grid approvals come through in its existing wind
locations as per new Hybrid policies.
 Further closure of loans availed from LIC of India would improve the
liquidity of the Company enabling the company to utilize the funds for
expansion.
c. the proposed time limit within which the proposed One month from date of shareholders’ approval.
varied objects would be achieved
d. the estimated financial impact of the proposed About ₹ 3.42 Crores Per Year under Normal Conditions.
alteration on the earnings and cash flow of the
company;
e. the risk factors pertaining to the new objects; and the Since the proposed objectives are merely an extension or augmentation of the
other relevant information which is necessary for the primary objectives of power generation, the risk factors outlined in the Letter of
members to take an informed decision on the Offer (LOF) remain applicable to the proposed objectives as well.
proposed resolution
f. the place from where any interested person may All relevant documents including copy of notice, resolution and explanatory
obtain a copy of the notice of resolution to be passed. statement in relation to proposed variation of Objects would be made available
for inspection at the registered office of the Company on all working days, except
Saturdays, Sundays and holidays, between 11.00 a.m. and 1.00 p.m. up to the date
of completion of voting.
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The directors recommend the resolutions for your approval.

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None of the Directors, Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, as set forth in Resolution No. 1 of this Notice except to the extent of their shareholdings in the Company, if any. The Dissenting shareholders shall have an exit option as per SEBI guidelines.

The Board recommends the resolution set forth in Item No. 1 for approval of the members as a special resolution.

ITEM NO.2:

The Audit Committee and the Board of Directors of the Company at their respective meetings held on 18-12-2024 have passed resolution to seek approval of shareholders for Material Related Party Transaction on the terms mentioned herein below.

Since the Companies are related party/ies within the meaning of Sec. 2 (76) of the Companies Act, 2013 read with Regulation 2 (zb) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and proposed transactions are exceeding limits mentioned in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is under an obligation to obtain prior approval from the shareholders of the Company irrespective of the transaction being in the ordinary course of business entered into on arm ‟ s length basis.

The Board recommends the Resolution to be passed as Ordinary Resolution to enable the Company to enter into Contracts / transactions / arrangements as approved in the Resolution on arm ‟ s length basis.

S.NO	DESCRIPTION	DETAILS
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (Financial or otherwise)	Quantum Limited – Promoter Group
2.	Name of the director or key managerial personnel who is related, if any and nature of relationship	None
3.	Nature, material terms, monetary value and particulars of contracts or arrangement, Value of the proposed transaction.	Sale / Purchase of Machinery, goods or services to an aggregate value upto ₹30,00,00,000/- (Rupees Thirty Crores only) for period of 1 year.
4.	Tenure of the proposed transaction	1 Year
6.	Justification for the transaction	For project expansion in ordinary course of Business.
7.	Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary.	Not applicable.

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The proposed RPTs have been evaluated by an
external independent consultant in terms of pricing
A statement that the valuation or other external report, if any, and arm’s length criteria and the report confirms that
relied upon by the listed entity in relation to the proposed the proposed RPTs are on arm’s length basis. The
8.
transaction will be made available through registered e-mail report is available for inspection by the Members of
address of the shareholder the Company. They may follow the process for
inspection of document as mentioned in ‘Notes’
section forming part of this Notice.
The percentage of the listed entity’s annual consolidated
9. turnover, for the immediately preceding financial year, that is 75.56.
represented by the value of the proposed transaction
10. Any other information that may be relevant -
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None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, except promoters of the company.

The Board is of the opinion that the aforesaid related party transactions are in the best interest of the Company. The Board recommends the Resolutions as set out in the Notice for approval of the Members as an Ordinary Resolution.

NOTES:

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

• i. The voting period begins on Friday 20-12-2024 at 9:00 a.m. and ends on Sunday 19-01-2025 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 13-12-2024 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 non-institutional shareholders/retail shareholders is at a negligible level.

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• iii. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to bsharath@indowind.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID between the e-voting period.

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
Individual Shareholders holding securities in 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Demat mode with CDSL Depository		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 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-

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		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 holding securities in demat mode with NSDL Depository		1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web 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 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

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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 (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After 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	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members request at	facing any technical issue in login can contact CDSL helpdesk by sending a helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members request at	facing any technical issue in login can contact NSDL helpdesk by sending a evoting@nsdl.co.inor 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.

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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,

• 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.

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• (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.

(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.

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INDOWIND ENERGY LIMITED

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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. contact@indowind,com and shwetas@bigshareonline.com .

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

3. 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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