Inox Wind Limited — Proxy Solicitation & Information Statement 2024

Apr 25, 2024

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Deepak Digitally signed by Deepak Banga Date: 2024.04.25 18:30:22 +05'30' Banga

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INOX WIND LIMITED

(CIN: L31901HP2009PLC031083) Registered Office: Plot No. 1, Khasra Nos. 264 to 267, Industrial Area, Village Basal- 174303, District Una, Himachal Pradesh, India Telephone/ Fax: +91 1975 - 272001 Website: www.inoxwind.com; Email: investors.iwl@inoxwind.com

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NOTICE OF 11[th] EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the 11[th] Extra-Ordinary General Meeting of the Members of Inox Wind Limited will be held on Friday, 17[th] May, 2024 at 12:00 Noon (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business:

SPECIAL BUSINESS

Item No. 1

1. To approve the issue of Bonus Equity Shares

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

“RESOLVED THAT pursuant to the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014, the relevant provisions of the Memorandum and Articles of Association of the Company and recommendation of the Board of Directors and subject to Regulations and guidelines issued by the Securities and Exchange Board of India (“SEBI”) i.e. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Reserve Bank of India (“RBI”) i.e. The Foreign Exchange Management Act, 1999 and other applicable regulations, rules and guidelines issued by SEBI and RBI from time to time and subject to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and modifications, if any, as may be specified while according such approvals, consent of the Members be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of such sums standing to the credit of the free reserves and/or retained earnings and/or securities premium account of the Company as determined by the Board as may be necessary, for the purpose of the issue of bonus equity shares of Rs. 10/- each, credited as fully paid up equity shares to the holders of the existing equity shares of the Company in consideration of their said holding and whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), on such “Record Date” as may be fixed in this regard by the Board or its Committee thereof, in the ratio of 3 : 1 i.e. 3 (Three) new fully paid-up bonus equity shares of Rs. 10/- (Rupees Ten) each for every 1 (One) existing fully paid-up equity share of Rs. 10/- (Rupees Ten) each and that the new bonus equity shares so issued and allotted

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shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such Member.”

“ RESOLVED FURTHER THAT all such bonus equity shares so issued shall be issued in dematerialized form only and as and when issued shall rank pari passu and carry the same rights with the existing equity shares of the Company in all respects.”

“ RESOLVED FURTHER THAT the bonus equity shares so allotted shall always be subject to the terms and conditions contained in the Memorandum of Association and Articles of Association of the Company.”

“ RESOLVED FURTHER THAT the bonus equity shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s).”

“ RESOLVED FURTHER THAT the allotment of new equity bonus shares to the extent that they relate to non-resident [including Non-Resident Indians (NRIs), Overseas Citizen of India, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors] Members of the Company, shall be subject to the approval, if any, of the Reserve Bank of India under the Foreign Exchange Management Act, 1999, as amended or any other Regulatory authority, if any, as may be deemed necessary.”

“ RESOLVED FURTHER THAT the Board (which term shall deem to include IWL Committee of the Board of Directors for Operations) of the Company be and is hereby authorized to take necessary steps for listing of the bonus equity shares so allotted on the Stock Exchanges where the existing equity shares of the Company are listed as per the Listing Regulations, as amended and other applicable laws, rules, regulations and guidelines and to do all such acts, deeds, matters and things including but not limited to execution and filing of all such documents, instruments and writings as may be required; filing of any documents with the SEBI, Stock Exchanges where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or any concerned authorities; applying and seeking necessary listing approvals from the Stock Exchanges; to settle any question, difficulty or doubt that may arise in this regard and to do such acts as it may in its sole and absolute discretion deem necessary or desirable for such purpose, expedient or incidental in regard to issue of bonus equity shares.’’

Item No. 2

To approve increase of Authorised Share Capital of the Company and consequently alteration of Share Capital Clause of the Memorandum of Association of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory amendment(s) or modification(s) or reenactment(s) thereof for the time being in force) and the Rules framed thereunder and in accordance with the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to increase the Authorized Share Capital of the Company from the existing Rs. 2500,00,00,000/- (Rupees Two Thousand Five Hundred Crores only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 500,00,00,000/(Rupees Five Hundred Crores only) and 200,00,00,000 (Two Hundred Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only) to Rs. 4000,00,00,000/- (Rupees Four Thousand Crores only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only) and 200,00,00,000 (Two Hundred Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two

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Thousand Crores only) by creation of 150,00,00,000 (One Hundred Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1500,00,00,000/- (Rupees One Thousand Five Hundred Crores only), ranking pari passu in all respects with the existing Equity Shares of the Company.”

"RESOLVED FURTHER THAT pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the Rules framed thereunder, the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

• V. The Authorised Share Capital of the Company is Rs. 4000,00,00,000/- (Rupees Four Thousand Crores only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only) and 200,00,00,000 (Two Hundred Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only) with power to increase or reduce the capital of the Company, divide the shares in the capital for the time being, into several classes to attach thereto respectively such preferential, deferred, qualified or special rights, privileges and conditions, as may be determined by or in accordance with Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may be, for the time being, stated in the Articles of Association of the Company.”

“RESOLVED FURTHER THAT the Board (which term shall deem to include IWL Committee of the Board of Directors for Operations) of the Company be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.”

By Order of the Board of Directors

Place: Noida Date : 25[th] April, 2024

Sd/- Deepak Banga Company Secretary ICSI Membership No.: ACS 12716

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Notes:

1. The Ministry of Corporate Affairs (‘MCA’) has vide its General Circulars No. 14/2020 dated 8[th] April, 2020, No. 17/2020 dated 13[th] April, 2020 and No. 9/2023 dated 25[th] September, 2023 (collectively referred to as ‘MCA Circulars’) and the Securities and Exchange Board of India (‘SEBI’) vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020, Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023 and Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated 7[th] October, 2023 (collectively referred to as ‘SEBI Circulars’) permitted the holding of the Extra-Ordinary General Meeting (‘EGM’/‘the Meeting’) through VC/ OAVM, without the physical presence of the Members at a common venue.

2. In compliance with the applicable provisions of the Companies Act, 2013 (the “Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), as amended from time to time, read with the MCA Circulars, SEBI Circulars and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the 11[th] Extra-Ordinary General Meeting (the “ EGM ” or the “ Meeting ”) of the Members of Inox Wind Limited (the “Company”) is scheduled to be held on Friday, 17[th] May, 2024 at 12:00 Noon through VC/ OAVM. Accordingly, the Members can attend and participate in the ensuing EGM through VC/ OAVM. They can also vote on the items to be transacted at the Meeting as mentioned in this Notice through electronic voting process (“eVoting”) via remote e-Voting or e-Voting during the EGM by following the procedure as detailed below in Note Nos. 9 to 12.

3. The attendance of the Members participating in the EGM through VC/ OAVM Facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. SINCE THIS EGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS MENTIONED ABOVE THROUGH VC/ OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULARS, THE FACILITY OF APPOINTMENT OF PROXIES BY THE MEMBERS TO ATTEND AND VOTE AT THE EGM IS NOT AVAILABLE FOR THIS EGM AND HENCE, THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF EGM ARE NOT ANNEXED TO THIS NOTICE.

However, in pursuance of Sections 112 and 113 of the Companies Act, 2013, the representatives of the Members may be appointed for the purpose of voting through remote e-Voting or for participation and voting during the meeting held through VC/ OAVM and in this regard should send the necessary documents to the Company.

1. Institutional investors who are Members of the Company are encouraged to attend and vote in the EGM being held through VC/ OAVM.

2. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (the ‘Act’) with respect to the Special Business as mentioned in the Notice is annexed hereto.

3. Dispatch of Notice of the EGM

In accordance with the provisions of the Companies Act, 2013 and Rules framed there under read with the MCA Circulars and the SEBI Circulars, the companies are permitted to send Notice convening the General meetings or other documents required to be attached therewith, in electronic form only, to all the members who have registered their email address either with the company or with the depository participant. In line with the same, the Notice of the Company for the forthcoming EGM, is being sent through electronic form only i.e. through e-mail to those Members whose e-mail addresses are registered with the Company or the Registrar and Share Transfer Agent (the “RTA”), i.e. M/s. Link Intime India Private Limited or the Depository Participant(s).

We request the Members to register/ update their e-mail address with their Depository Participant, in case they have not already registered/ updated the same. Members who are holding shares in physical form are requested to get their e-mail address registered with the RTA of the Company.

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The Notice of the EGM is available on the websites of the Company viz. www.inoxwind.com and Stock Exchanges i.e. NSE and BSE at www.bseindia.com and www.nseindia.com respectively where the existing Equity Shares of the Company are listed. The Notice is also available on the e- Voting website of the agency engaged for providing e-Voting facility i.e. National Securities Depository Limited (NSDL) viz. https://eservices.nsdl.com.

1. In case of joint holders participating at the EGM together, only such joint holder who is higher in the order of names will be entitled to vote.

2. Instructions for Members for Remote E-voting and Joining Extra-ordinary General Meeting (EGM)

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the MCA Circulars, the Company is providing e-Voting facility to all Members to cast their votes using electronic voting system from any place before the meeting (“remote e-Voting”) and during the meeting, in respect of the resolutions proposed in this Notice. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized e-Voting’s agency.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 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. The Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode withNSDL	1. ExistingIDeASuser can visit the e-Services website of NSDL viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page, click on the “Beneficial Owner”icon under“Login”tab which is available under‘IDeAS’section and this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://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 and a new screen will open where you will have to enter your User ID (i.e. your sixteen digit demat account number held 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 the Company’s name ore-Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode withCDSL	1. Users who have opted for CDSLEasi/ Easiestfacility, 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 who wish to loginEasi /Easiest facilityof CDSL are requested to visit CDSL website

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www.cdslindia.com and click on login icon & then to New SystemMy EasiTab and then use your existingMy Easi username & password. 2. After successful login on theEasi/ Easiesttab, user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by Company. On clicking the e-Voting 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 or joining virtual meeting & voting during the meeting. Additionally, links are 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 websitewww.cdslindia.com. To register, click on login & New System My Easi 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 CDSL home page i.e. www.cdslindia.com.The system will authenticate the user by sending OTP on registered Mobile & E-mail Id as recorded in the demat account of the user. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-VotingService Providers.

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. 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’s name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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. NSDL and CDSL.

Login type	Helpdesk details
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 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at

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securities in demat mode with CDSL

helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

- B) Login Method for e Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• i. 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.

• ii. Once the home page of e-Voting system is launched, click on the icon “ Login ” which is available under ‘ Shareholder/Member ’ section.

• iii. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

• Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e- services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• iv. Details regarding User ID are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• v. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ was communicated to you on your email ID. Trace the email sent to you by NSDL in your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below.

• vi. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• vii. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• viii. Now, you will have to click on “Login” button.

• ix. After you click on the “Login” button, home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

• i. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

• ii. Select “EVEN” of the Company i.e. INOX WIND LIMITED, for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

• iii. Now you are ready for e-Voting as the Voting page opens.

• iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• v. Upon confirmation, the message “Vote cast successfully” will be displayed.

• vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• a) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs@jkgupta.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• b) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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• c) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in.

• Process for those Members whose Email Ids are not registered with the Depositories/ Company for obtaining login credentials for joining the Meeting through VC/ OAVM and for e-Voting

• i. In case shares are held in physical mode, please provide 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 investors.iwl@inoxwind.com.

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investors.iwl@inoxwind.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

• iii. Alternatively, Shareholders/Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

• iv. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

11. Instructions for Members for e-voting on the day of the EGM

• i. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

• ii. Only those Members/ Shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

• iii. Members who have voted through Remote e-voting will be eligible to attend the EGM. However, they will not be eligible to again vote at the EGM.

• iv. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-Voting.

• Instructions for Members for attending the EGM through VC/OAVM

• i. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for “Access to NSDL e-Voting system” . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against Company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• ii. Members are encouraged to join the Meeting through Laptops for better experience.

• iii. Members are requested use good speed Internet in order to avoid any disturbance during the meeting.

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• iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• v. Members may note that the facility of participation at the EGM through VC/ OAVM will be made available for 1,000 members on a first-come-first-served basis. However, this will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the EGM without restriction on account of first- come-first-served basis.

• vi. Members may join the EGM through VC/ OAVM facility 15 minutes before the scheduled time of EGM and it will be kept open for 15 minutes after the start of the EGM.

• vii. Any person becoming a Member of the Company after the Notice of the Meeting is sent out through e-mail and holds shares as on the Cut-off date i.e. Friday, 10[th] May, 2024 , may download the same from the websites of the Company, Stock Exchanges i.e. NSE and BSE & NSDL and can exercise their voting rights through remote e-Voting or by e-Voting during the Meeting by following the instructions listed in this notice.

• viii. The remote e-Voting period begins on Tuesday, 14[th] May, 2024 at 9:00 A.M. and ends on Thursday, 16[th] May, 2024 at 5:00 P.M. During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday, 10[th] May, 2024 , may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter.

13. Procedure to raise questions/ seek clarifications with respect to any of the items set out in EGM Notice

• i. Members seeking any information on any of the resolutions as set out in the Notice of the EGM are requested to write to the Company Secretary at least 7 days prior to the Meeting i.e. not later than Friday, 10[th] May, 2024 at the Company’s Corporate Office at InoxGFL Towers, Plot No.17, Sector-16A, Noida-201 301, Uttar Pradesh, or can send their queries on investors.iwl@inoxwind.com and the same shall be suitably replied.

• ii. The Members who would like to express their views/ ask questions/ queries during the meeting may register themselves in advance as a speaker by sending their request 7 days prior to the Meeting i.e. not later than Friday, 10[th] May, 2024 mentioning their questions alongwith Name, Demat account number/Folio number, Email-id, Mobile number at investors.iwl@inoxwind.com from their registered email address. The queries of the Members will be replied by the Company suitably.

• iii. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting. The Chairman of the Meeting reserves the right to restrict the number of questions, time allotted and number of speakers as appropriate for smooth conduct of the EGM.

• The relevant documents referred to in the Notice and in the Explanatory Statement shall be open for inspection by the Members of the Company, without payment of fees, at the Registered Office on all working days (except Saturdays, Sundays and Public Holidays) between 11:00 A.M. to 01:00 P.M. upto the date of this Meeting and copies thereof shall also be available for inspection in physical form at the Corporate Office of the Company situated at InoxGFL Towers, Plot No. 17, Sector-16A, Noida - 201301, Uttar Pradesh. Further, the relevant documents referred to in the Notice along with Statutory Registers shall also be available for inspection through electronic mode during the meeting to any person having right to attend the meeting, basis the request being sent on investors.iwl@inoxwind.com.

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1. The voting rights of Members shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company as on the Cut-off date of Friday, 10[th] May, 2024 . For all other Members who are not holding shares as on 10[th] May, 2024 and receive the Notice of EGM of the Company, the same is for their information.

2. The Board of Directors has appointed Shri Jitesh Gupta (ICSI Membership No. FCS 3978 and CP No. 2448), Partner of M/s. J. K. Gupta & Associates, Practising Company Secretaries, Delhi as the Scrutinizers to scrutinize the voting including e-Voting process in a fair and transparent manner.

3. The Scrutinizer shall after the conclusion of voting at the EGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-Voting in presence of at least two witnesses not in the employment of the Company and will make, not later than 48 hours of the conclusion of EGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or any person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

4. Once declared, the results along with the consolidated Scrutinizer’s Report shall be placed on the Company’s website; www.inoxwind.com and on the website of NSDL; www.evoting.nsdl.com and shall be communicated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

5. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

6. a. For shares held in electronic form: to their Depository Participants (DPs)

7. b. For shares held in physical form: to the Company/ Registrar and Transfer Agent in the prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3[rd] November, 2021 read with SEBI Circular No. SEBI/HO/MIRSD_RTA/P/CIR/2021/687 dated 14[th] December, 2021. Members may also refer to website of the Company at www.inoxwind.com/investors/ for more details.

8. Members may note that SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/ CIR/2022/8 dated 25[th] January, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company’s website; www.inoxwind.com. It may be noted that any service request can be processed only after the folio is KYC compliant.

9. Members may note that SEBI has amended Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has mandated that all requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository. Further, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. In view of the same, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company’s Registrar & Share Transfer Agent (RTA): Link Intime India Private Limited (Unit: Inox Wind Limited), Noble Heights, 1[st] Floor, Plot No. NH-2, LSC, C-1 Block, Near Savitri Market, Janak Puri, New Delhi-110058 or may write to the Company at InoxGFL Towers, Plot No. 17, Sector-16A, Noida - 201301, Uttar Pradesh, for assistance in this regard.

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1. As per the provisions of Section 72 of the Companies Act, 2013 and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website https://www.inoxwind.com/investors/. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

2. Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participant with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to the Company's Registrar & Share Transfer Agent; Link Intime India Private Limited, quoting their Folio number etc.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to Special Business of the accompanying Notice:

Item No. 1

The Company has achieved a significant milestone by turning profitable in Q3 FY 24. This has been achieved on the back of a significant ramp up in the business operations. Further, the sector provides huge tailwinds for future growth. To capitalize on this opportunity, over the course of past couple of years, the Company has taken all necessary steps, including strengthening the balance sheet, ramping up operations and securing itself on technological front for the next decade. The industry tailwinds are reflected in our strong orderbook and we believe that our profitability will significantly jump going forward.

In order to reward shareholders who have bestowed their confidence in our Company, in accordance with Section 63 of the Companies Act, 2013, the Board of Directors in their meeting held on 25[th] April, 2024 has proposed the issuance of bonus shares in the ratio of 3 : 1 i.e. 3 (Three) new fully paid-up Bonus Equity Shares of Rs.10/-each for every 1 (One) existing Equity Share of Rs. 10/- each held by them on the Record Date, by capitalizing part of the securities premium account.

As per audited financial statements for financial year 2022-23, the Company had a balance of Rs. 133.99 Crores and Rs. 1861.18 Crores in Retained Earnings and Securities Premium Account respectively and the same can be capitalised for the purpose of issue of Bonus Shares. For recommended Bonus share ratio of 3:1, the Company need such sum to the extent of Rs. 977.84 Crores only.

The issuance of bonus shares will not only bolster the capital base of the Company without any cash outflow but will also enhance the liquidity of our shares on the stock exchanges, broadening the participation to a wider set of investors.

The bonus equity shares, once allotted, shall rank pari-passu in all respects with the existing fully paid-up Equity Shares of the Company and in terms of Regulation 294(6) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Bonus Shares shall be issued only in dematerialized form. Further, the Bonus Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

Article No. 224 of the Articles of Association provides that on recommendation by Board of Directors, shareholders may pass resolution for issuance of the Bonus Shares.

The holders of the bonus equity shares shall be entitled to participate in full in any dividend and other corporate actions, recommended and declared after the new bonus equity shares are allotted.

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and subject to applicable statutory and regulatory approvals, the issue of bonus shares of the Company along with capitalization of the amount standing to the credit of General reserves and/or Retained earnings and/or Securities premium account requires the approval of the Members of the Company. Accordingly, approval of the Members of the Company is hereby being sought by way of an Ordinary Resolution as set out in Item No. 1 of the Notice.

None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set forth in Item No. 1 of the Notice except to the extent of their shareholding, if any, in the Company.

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The Board recommends passing of the Resolution as set out at Item No. 1 of the Notice as an Ordinary Resolution.

Item No. 2

The existing Authorised Share Capital of the Company is 2500,00,00,000/- (Rupees Two Thousand Five Hundred Crores only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 500,00,00,000/- (Rupees Five Hundred Crores only) and 200,00,00,000 (Two Hundred Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only). The existing paid-up capital of the Company is Rs. 1935,94,84,960 comprising of 32,59,48,496 Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 325,94,84,960 and 161,00,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1610,00,00,000.

To accommodate the issuance of Bonus Shares, the Company proposes to increase the Authorised Share Capital of the Company from the existing Rs. 2500,00,00,000/- (Rupees Two Thousand Five Hundred Crores only) to Rs. 4000,00,00,000/-(Rupees Four Thousand Crores only) divided into 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores only) and 200,00,00,000 (Two Hundred Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/(Rupees Two Thousand Crores only) by creation of 150,00,00,000 (One Hundred Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1500,00,00,000/- (Rupees One Thousand Five Hundred Crores only).

The increase in Authorised Share Capital of the Company will also require consequential amendment of the Share Capital clause of the Memorandum of Association of the Company. In terms of the provisions of Sections 13, 61 and other applicable provisions of the Companies Act, 2013, the alteration of the Share Capital clause requires consent of the Members of the Company by way of passing of an Ordinary Resolution.

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

The Board recommends passing of the Resolution as set out at Item No. 2 of the Notice as an Ordinary Resolution.

By Order of the Board of Directors

Place: Noida Date : 25[th] April, 2024

Sd/- Deepak Banga Company Secretary ICSI Membership No.: ACS 12716

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