Inox Wind Limited — Proxy Solicitation & Information Statement 2025

Mar 18, 2025

IWL: NOI: 2025

18[th] March, 2025

The Secretary The Secretary BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street Bandra (E) Mumbai 400 001 Mumbai 400 051

Scrip code: 539083 Scrip code: INOXWIND

Sub: Submission of Notice of Postal Ballot pursuant to Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/ Madam

Pursuant to Regulation 30 of the Listing Regulation, please find enclosed herewith a copy of the Postal Ballot Notice dated 31[st] January, 2025 together with the Explanatory Statement (“Notice”) being dispatched to the members of the Company today for seeking their approval on the Resolution(s) as set out in the Notice through e-voting only (voting through electronic means).

The copy of the Notice is being uploaded on the website of the Company at www.inoxwind.com and on the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com. In conformity with the requirements, the Notice is being sent only through electronic mode to those members whose names appear in the Register of Members/ List of Beneficial Owners and whose e- mail IDs are registered with the Company/ Depositories as on Friday, 14[th] March, 2025 being the Cut-off date.

The Company has engaged the services of NSDL to provide e-Voting facility to its members. The remote e-Voting period commences on Wednesday, 19[th] March, 2025 from 9:00 A.M. (IST) and ends on Thursday, 17[th] April, 2025 at 5:00 P.M. (IST) . Please note that communication of assent or dissent of the members would only take place through the e-Voting. The instructions for e-Voting are provided in the Postal Ballot Notice. The Result of the remote e-Voting shall be declared within 2 (two) working days from the conclusion of e-Voting i.e. on or before Tuesday, 22[nd] April, 2025 .

We request you to take the above on record.

Thanking You

Yours faithfully,

For Inox Wind Limited

Digitally signed Deepak by Deepak Banga Banga Date: 2025.03.18 19:32:38 +05'30' Deepak Banga Company Secretary

Encl: A/a

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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 POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members,

Notice is hereby given pursuant to and in compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 (“ Act ”), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated 8[th] April, 2020 and 17/2020 dated 13[th] April, 2020 read with other subsequent circulars issued in this regard, the latest being 9/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time, to the Members of Inox Wind Limited (“Company”) that the resolution(s) as set out below is/ are proposed for approval by the Members of the Company through Postal Ballot by way of e-Voting process only (“ e-Voting ”) being provided by the Company to all its Members to cast their votes electronically.

The Statement pursuant to Sections 102(1), 110 and other applicable provisions of the Act read with the Rules framed thereunder and the Listing Regulations setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors have appointed Shri Jitesh Gupta (ICSI Membership No. FCS 3978 and CP No. 2448), Partner of M/s. J.K. Gupta & Associates, Practicing Company Secretaries, Delhi as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for the purpose of providing e-Voting facility to all its Members.

In accordance with the MCA Circulars, Members can vote only through the e-Voting process. Accordingly, the Company has provided e-Voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the Notes of this Postal Ballot Notice so as to cast their vote electronically.

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The e-Voting facility will be available during the following period:

Commencement of e-Voting period	Wednesday, 19th March, 2025
Conclusion of e-Voting period	Thursday, 17th April, 2025
Cut off date for eligibility to vote	Friday, 14th March, 2025

The e-voting facility will be disabled by NSDL immediately after 5.00 P.M. on Thursday, 17[th] April, 2025 and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman and the result will be announced within 2 working days from the conclusion of the e-Voting period i.e. on or before 5.00 P.M. IST on 22[nd] April, 2025 . The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-Voting, i.e. 17[th] April, 2025 , shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS

Item No. 1

To approve re-appointment of Shri Brij Mohan Bansal (DIN: 00261063) as an Independent Director of the Company

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

“ RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed thereunder and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), Shri Brij Mohan Bansal (DIN: 00261063), a Non-Executive Independent Director of the Company, being eligible for re-appointment and in respect of whom the Nomination and Remuneration Committee of the Board has recommended his candidature for the office of the Director, be and is hereby re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years from 1[st] April, 2025 to 31[st] March, 2030 and whose period of office shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Listing Regulations, the consent of the members of the Company be and is hereby accorded to continue the directorship of Shri Brij Mohan Bansal beyond the age of 75 (seventy-five) years until the expiry of his term of office on 31[st] March, 2030 in the light of justification as contained in the Explanatory Statement annexed hereto."

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts and take all steps as may be deemed necessary, proper and expedient to give effect to this resolution.”

By order of the Board of Directors

Place: Noida Date: 31[st] January, 2025

Sd/- Deepak Banga Company Secretary

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NOTES:

1. A Statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013 read with the Rules framed thereunder and Secretarial Standard-2 and the Listing Regulations, setting out all material facts relating to the resolution(s) mentioned in this Postal Ballot Notice is attached.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, 14[th] March, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is/ are registered with the Company/ RTA/ Depositories.

3. This Postal Ballot Notice will also be available on the Company's website at www.inoxwind.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

4. In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and MCA Circulars in relation to e- voting Facility provided by Listed Entities, Secretarial Standard-2 (“SS-2”) and any amendment(s) thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution(s) electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facility to its Members. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

5. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

6. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

7. The remote e-voting period commences from 9.00 A.M. (IST) on Wednesday, 19[th] March, 2025 and ends at 5.00 P.M. (IST) on Thursday, 17[th] April, 2025. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/ she shall not be allowed to change it subsequently.

8. Institutional/ Corporate Members shall be entitled to vote through their authorized representatives. Institutional/ Corporate Members are requested to send a proof of authorisation (Board Resolution/Power of Attorney/Authority Letter etc.) in favour of their authorized representatives by sending an email to the Company at investors.iwl@inoxwind.com not later than 5.00 P.M. on 17[th] April, 2025 . Also, a scanned copy of the proof of authorization should be uploaded in PDF format in the NSDL e-Voting system for the Scrutinizer to verify the same.

9. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of e-voting i.e. 17[th] April, 2025 .

The documents referred to in this Postal Ballot Notice and the Explanatory Statement will be available for inspection electronically until last date of remote e-voting. Members seeking to inspect the same can send an email from their registered email to the Company at investors.iwl@inoxwind.com.

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INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

- 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 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:

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. 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. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

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 who wish to login Easi /Easiest facility of CDSL are requested to visit CDSL website www.cdslindia.com and click on login icon & then to New System My Easi Tab and then use your existing My Easi username & password.

2. After successful login on the Easi/ Easiest tab, 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. 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 website www.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 the page by providing demat account number and PAN No. from the 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-Voting Service Providers.

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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.

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 -48867000
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 2255 33

- B) Login Method for e Voting 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.	Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL	For example if your DP ID is IN300*** and Client ID is
	12** thenyour user ID is IN30012*.
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL	For example if your Beneficiary ID is 12**
	thenyour user ID is 12**

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c) For Members holding shares in EVEN Number followed by Folio Number registered with Physical Form 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.

• 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. 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 on NSDL e Voting system

- How to cast your vote electronically 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 during the General 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.

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• 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.

• 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 - 48867000 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 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 (selfattested 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 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 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. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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STATEMENT PURSUANT TO SECTIONS 102(1) AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, SECRETARIAL STANDARD-2 AND LISTING REGULATIONS

Item No. 1

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Shri Brij Mohan Bansal was appointed as an Independent Director of the Company for a term of 1 (one) year with effect from 1[st] April, 2024. Accordingly, his tenure as an Independent Director is upto 31[st] March, 2025.

The Company and the Board has immensely benefitted from his vast experience and knowledge. The Board of Directors, based on the performance evaluation of Independent Directors and considering the recommendation of the Nomination and Remuneration Committee, considered that, given his experience and contribution to the functioning and performance of the Company, has recommended re-appointment of Shri Brij Mohan Bansal as an Independent Director for a second term of 5 (five) consecutive years on the Board of the Company w.e.f 1[st] April, 2025.

Brief Profile of Shri B. M. Bansal

Shri Bansal, aged 74 years, has been a former Chairman of Indian Oil Corporation Limited. He possesses more than four decades of experience in the oil and gas sector in areas of Business Development, R&D, Refinery Operations, Project Execution and Technical Services.

Shri Bansal spearheaded Indian Oil’s green agenda by guiding initiatives in alternative energy options such as wind and solar energy and also bio-fuels.

He has chaired many sessions and presented several papers on refining, petrochemicals & LNG in seminars/ conferences, both in India and overseas. He has received many accolades from various professional bodies and organisations for his significant contribution to the field of oil and gas.

He has also been the Chairman of Chennai Petroleum Corporation Ltd., Indian Oil Mauritius Ltd. and IOT Infrastructure & Energy Services Ltd., a joint venture for building and operating terminal ling services for petroleum products.

He headed Green Gas Limited; a JV of Indian Oil & GAIL engaged in City Gas Distribution Business as its Chairman. He was elected as Chairman Emeritus of Bio-Diesel Association of India, a body of organizations working in the field of Bio-diesel. He was also elected as the first Chairman of India DiMethyl Ether (DME) Chapter of International DME Association (IDA), based out of USA. He has also served on the Boards of various companies including Engineers India Limited, Bongaigaon Refinery & Petrochemicals Limited, Petronet LNG Limited and JBF Industries Limited. Currently, he is on the Boards of various companies including Kothari Petrochemicals Limited, Asian Energy Services Limited and Inox Green Energy Services Limited.

His academic background consists of B. Tech in Chemical Engineering and PG Diploma in Process Plant Engineering, both from the prestigious Indian Institute of Technology, Delhi.

The Company has received declaration from Shri Brij Mohan Bansal that he meets the criteria for independence as prescribed under Section 149 (6) of the Act and under the Listing Regulations and in the opinion of the Board, he fulfill the conditions for re-appointment as an Independent Director of the

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Company as specified in the Act and the Listing Regulations and he is independent of the management. Shri Bansal has confirmed that he is not debarred from holding the office of a Director by virtue of any SEBI order or any other authority.

Section 149 of the Act and provisions of the Listing Regulations, inter-alia, provide that an Independent Director of a Company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides that an Independent Director shall hold office for a term of upto five consecutive years on the Board and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s Report. Section 149(11) of the Act provides that an Independent Director may hold office for upto two consecutive terms.

Pursuant to Regulation 17(1C) of the Listing Regulations, the listed company has to ensure that the approval of shareholders for appointment/re-appointment of a person on the Board of the Company is taken at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the approval of the members is being sought for the re-appointment of Shri Brij Mohan Bansal as an Independent Director for a second term of 5 (five) years, from 1[st] April, 2025 to 31[st] March, 2030.

Further, as per Regulation 17(1A) of the Listing Regulations, no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy-five) years unless it is approved by the members by passing a special resolution to that effect in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person. Shri Brij Mohan Bansal will attain the age of 75 years on 3[rd] January, 2026 during his term of office and therefore, the continuation of his directorship beyond this age until the expiry of the term of office on 31[st] March, 2030 would require the approval of members of the Company by way of a Special Resolution. Accordingly, the approval of the members of the Company is also being sought to continue his directorship as an Independent Director until the expiration of his term, even after he attains the age of 75 years pursuant to the provisions of the Regulation 17(1A) of the Listing Regulations.

The requisite details and information pursuant to Regulation 36(3) of the Listing Regulations, the Act and Secretarial Standards as on the date of the Notice are provided in the “ Annexure ” to the Notice.

Copy of draft letter of appointment of Shri Brij Mohan Bansal setting out the terms and conditions of appointment is available for inspection by the Members at the Company’s registered and corporate office during normal business hours on all working days from the date of dispatch of this notice until the last date of e-Voting.

Shri Brij Mohan Bansal is interested in the resolution as set out at Item No. 1. of the Notice. His relatives may also be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the resolution as set out at Item No. 1 of the Notice for approval of the Members of the Company as a Special Resolution.

By order of the Board of Directors

Place: Noida Date: 31[st] January, 2025

Sd/- Deepak Banga Company Secretary

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Annexure

Necessary information as required to be provided under the Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Director(s) being appointed forms part of this Notice:

Name of Director		Shri Brij Mohan Bansal
Brief Resume		As detailed in the ExplanatoryStatement above
Date of Birth and Age		04-01-1951; 74 years
Date of first appointment on the Board		1stApril, 2024
Directors Identification Number		00261063
Qualification		B. Tech in Chemical Engineering and PG Diploma in Process Plant Engineering, both from the prestigious Indian Institute of Technology, Delhi
Experience/ Nature of expertise in specific functional areas		He possesses more than four decades of experience in the oil and gas sector in areas of Business Development, R&D, Refinery Operations, Project Execution and Technical Services.
Directorship held in other Companies (along with the listed entities from which the person has resigned in the past three years)		Listed: • Kothari Petrochemicals Limited • Asian Energy Services Limited • Inox Green Energy Services Limited Unlisted: • Vaan Electric Moto Private Limited He has not resigned from any listed entity during the last 3 years.
Membership/ Chairmanship of Committees of the Board held		Kothari Petrochemicals Limited: • Audit Committee, Member Asian Energy Services Limited: • Nomination and Remuneration Committee, Chairman • Audit Committee, Member Inox Green Energy Services Limited • Nomination and Remuneration Committee, Chairman • Stakeholders relationship Committee, Chairman • Audit Committee, Member • Corporate Social Responsibility Committee, Member • Risk Management Committee, Member
Number of Meetings of the Board attended during the Financial Year ending 31stMarch, 2024		N.A
Terms & Conditions of appointment/re- appointment along with details of remuneration sought to be paid		Re-appointment as a Non-Executive Independent Director, not liable to retire by rotation. He will be entitled to receive sitting fees for attending the Board and Committee meetings as approved by the Board of Directors.
Remuneration last drawn including sitting fees		He is entitled for sitting fees for attending the meetings of the Board and its Committees.
Inter-se relationship between Directors, Manager and other Key Managerial Personnel of the Company		There is no inter-se relationship between Directors, Manager and other Key Managerial Personnel of the Company.
Shareholding in the Company, including shareholding as a beneficial owner		800 equity shares
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements		As detailed in the Explanatory Statement

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