Inox Wind Limited — Proxy Solicitation & Information Statement 2026

May 30, 2026

INOXWIND

CIN : L31901HP2009PLC031083

INOX Wind Limited

Corporate Office: INOXGFL Towers, Plot No.17, Tel: +91-120-6149600 | contact@inoxwind.com

Sector-16A, Noida-201301, Uttar Pradesh, India. Fax: +91-120-6149610 | www.inoxwind.com

IWL: NOI: 2026

30th May, 2026

| The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400 001 | The Secretary
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex
Bandra (E)
Mumbai 400 051 |
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Scrip code: 539083

Scrip code: INOXWIND

Sub: Submission of Notice of 13th Extra-ordinary General Meeting (EGM) of the Company

Re: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sirs/Madam,

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed herewith the copy of Notice of 13th Extra-ordinary General Meeting ('EGM') of the Members of Inox Wind Limited (the 'Company') which is scheduled to be held on Monday, 22nd June, 2026 at 12.00 Noon (IST) through Video Conferencing/ Other Audio-Visual Means ('VC/OAVM') for seeking their approval on the resolutions as set out in the Notice of EGM.

The Notice of EGM is being dispatched today to all eligible shareholders whose e-mail Ids are registered with the Company/ Depositories. The copy of EGM Notice is also available on the Company's website at www.inoxwind.com.

The Company is providing to its Members the facility to exercise their right to vote on the resolution proposed to be passed at the EGM by electronic means only through the platform of National Securities Depository Limited ("NSDL").

Persons whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Monday, 15th June, 2026, shall be entitled to avail the e-Voting facility.

The remote e-Voting facility shall commence on Thursday, 18th June, 2026 from 9.00 A.M. (IST) and will end on Sunday, 21st June, 2026 at 5.00 P.M. (IST).

We request you to take the above on record.

Thanking You

Yours faithfully,

For Inox Wind Limited

DEEPAK
BANGA
Digitally signed by DEEPAK
BANGA
Date: 2026.05.30
13:46:47 +05'30'

Deepak Banga
Company Secretary

Encl.: As above

An INOXGFL Group Company

Registered Office : Plot No.1, Khasra No.264 to 267, Industrial Area, Village-Basal, Distt. Una-174 303, (H.P.) INDIA. Tel: +91-1975-272001

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An INOXGFL Group Company

INOXWIND

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

Notice of 13th Extra-Ordinary General Meeting

Notice is hereby given that the 13th Extra-Ordinary General Meeting of the Members of Inox Wind Limited will be held on Monday, 22nd June, 2026 at 12:00 Noon (IST) through Video Conferencing ("VC")/ Other Audio-Visual Means ("OAVM") to transact the following businesses:

Special Business

Item No. 1

Approval for continuation of directorship of Shri Mukesh Manglik as a Non-Executive Director of the Company upon attaining the age of 75 years

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

"RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, the consent of the Members of the Company be and is hereby accorded for continuation of directorship of Shri Mukesh Manglik (DIN: 07001509) as a Non-Executive Director of the Company upon attaining the age of 75 years, in light of the justification provided in the Explanatory Statement annexed hereto."

"RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof, including the IWL Committee of the Board of Directors for Operations) be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 2

Approval for revision in the fixed remuneration of Shri Devansh Jain, Whole-Time Director of the Company for the remaining period of his tenure

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V to the Act, including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force, and

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the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the recommendation of the Nomination and Remuneration Committee and the approvals of the Audit Committee and the Board of Directors, the consent of the Members of the Company be and is hereby accorded for revision in the fixed component of remuneration payable to Shri Devansh Jain (DIN: 01819331), Whole-time Director of the Company, with effect from 1st April, 2026 for the remaining period of his tenure i.e. upto 31st October, 2027, on the terms and conditions set out herein below, subject to the same not exceeding the limits as prescribed under Section 197 of the Act read with Schedule V thereto:

Remuneration - Fixed Component (Revised)

Basic Pay: Rs. 28,70,000 per month in the grade of Rs. 28,70,000 - 1,00,000 - 29,70,000, in place of the existing Basic Pay of Rs. 12,00,000 per month in the grade of Rs. 12,00,000 - 1,00,000 -16,00,000

The aforesaid fixed remuneration shall be structured by way of salary, allowances and perquisites, in accordance with the rules, policies and practices of the Company.

In addition to the above fixed remuneration, Shri Devansh Jain shall continue to be entitled to the Company's car with driver, telephone facility and other perquisites and benefits such as medical reimbursement, leave travel concession, etc., as per the rules of the Company. Use of car and telephone for the business purposes of the Company shall not be considered as perquisites. All perquisites shall be valued in accordance with the provisions of the Income Tax Act, 1961 and the rules made thereunder.

Further, leave encashment shall be payable as per the rules of the Company, in addition to the above remuneration.

Gratuity shall be payable in accordance with applicable law and the rules of the Company, and shall be in addition to the aforesaid remuneration."

"RESOLVED FURTHER THAT the revised remuneration payable to Shri Devansh Jain shall be subject to the overall limits prescribed under Section 197 of the Act read with Schedule V thereto."

"RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the remuneration payable to Shri Devansh Jain by way of salary, commission, perquisites and other allowances shall be paid as minimum remuneration, within the limits specified under Schedule V to the Act or any statutory modification(s) or re-enactment(s) thereof."

"RESOLVED FURTHER THAT save and except the aforesaid revision in the fixed component of remuneration, all other terms and conditions of appointment and remuneration of Shri Devansh Jain shall remain unchanged as previously approved by the Members."

"RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof, including the IWL Committee of the Board of Directors for Operations) be and is hereby authorised to structure and revise the components of fixed remuneration within the overall limits approved by the Members and in accordance with applicable laws and to do all such acts, deeds and things and to take all such steps as may be deemed necessary, proper and expedient to give effect to this resolution."

Item No. 3

Approval for divestment of equity shares of Inox Green Energy Services Limited, a material subsidiary of the Company

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

"RESOLVED THAT pursuant to Regulation 24(5) and any other applicable regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

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Regulations, 2015, the applicable provisions, if any, of the Companies Act, 2013, read with Rules made thereunder, Memorandum and Articles of Association of the Company and subject to any other approvals, permissions and sanctions as may be required, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (which term shall be deemed to include IWL Committee of the Board of Directors for Operations or any officer/ executive/ representative and/ or any other person so authorized by the Board or the Committee) to divest by way of sale, transfer, assignment, disposal of or otherwise, to one or more investors, in one or more tranches, the equity shares of Inox Green Energy Services Limited (CIN:L45207GJ2012PLC070279) ("IGESL"), a material subsidiary of the Company, held by the Company, which may result in reduction in the shareholding of the Company to less than or equal to 50% of the total equity share capital of IGESL either on its own or together with other subsidiaries."

"RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include IWL Committee of the Board of Directors for Operations or any officer, executive, representative or any other person so authorized by the Board or the Committee), be and is hereby authorized on behalf of the Company to negotiate/ finalize the term(s) and condition(s) of such divestment including price, mode, manner and timing of divestment including market sale, block deal or off-market transaction and to sign necessary documents in this behalf including the application(s) to be filed for obtaining requisite approvals, if any, from the relevant authorities and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle all questions, difficulties or doubts that may arise in this regard in accordance with applicable law."

By order of the Board of Directors

Place: Noida
Date: 29th May, 2026

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

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NOTES:

1. In accordance with the Ministry of Corporate Affairs ("MCA") General Circulars, including the latest Circular No. 3/2025 dated 22nd September, 2025 ("MCA Circulars") and the relevant Securities and Exchange Board of India ("SEBI") Circulars, including the Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated 11th July, 2023 and subsequent circulars ('SEBI Circulars'), the Extra-ordinary General Meeting ("EGM") is permitted to be held through VC/OAVM without the physical presence of the Members at a common venue and Members can attend and participate in the EGM through VC/OAVM.

2. In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or amendment(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 13th Extra-ordinary General Meeting (the "EGM" or the "Meeting") of the Members of Inox Wind Limited (the "Company") is scheduled to be held on Monday, 22nd June, 2026 at 12:00 Noon (IST) 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 ("e-Voting") via remote e-Voting or e-Voting during the EGM by following the procedure as detailed below in Note Nos. 10 to 13.

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. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/ HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 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 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 with respect to the Special Business as mentioned in the Notice is annexed hereto.

3. The necessary details of the Director(s), whose item(s) are proposed in the EGM Notice, as required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided below:

Name of Director	Shri Devansh Jain	Shri Mukesh Manglik
Brief Profile	As detailed in the Explanatory Statement	As detailed in the Explanatory Statement

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Date of Birth and Age	13-10-1986; 39 years	16-09-1951; 74 years
Date of first appointment on the Board	25^{th} April, 2009	29^{th} August, 2020
Directors Identification Number	01819331	07001509
Qualification	He holds a dual major degree in Economics and Business Administration from Carnegie Mellon University.	He holds a Bachelor’s Degree in Electrical Engineering from Veermata Jijabai Technological Institute, Mumbai
Experience/ Expertise in specific functional areas	He has been instrumental in leading the INOXGFL Group’s successful foray into the renewable energy sector, with the incorporation of Inox Wind Limited, now one of India’s largest renewable energy companies. He successfully oversaw its listing in 2015, followed by the listing of Inox Green Energy Services Limited in 2022 - the world’s first listed independent renewable energy services and maintenance company. He is also leading the establishment of Inox Clean, the renewable IPP and solar cell & module manufacturing company of the Group; poised to become one of the leading renewable platforms globally.	He has over four decades of expertise in the design and development of power electronics and process controls, including more than two decades of years in the wind sector. He has extensive knowledge of wind turbine generator engineering, operations, maintenance and commissioning. He has been associated with the INOX Group since 2008 and is heading the Engineering and Product Development Department. He is also on the Boards of various INOXGFL Group companies.
Directorship held in other Companies, including listed entities alongwith the listed entities from which the person has resigned in the past three years	Listed:
• Inox Wind Limited

Unlisted:
• Inox Clean Energy Limited
• GFCL Solar & Green Hydrogen Products Ltd.
• GFCL EV Products Pte. Ltd. Singapore
• Inox Leasing and Finance Limited
• Inox Holdings and Investments Limited
• Devansh Gases Private Limited
• Rajni Farms Private Limited
• IGREL Holdings Ltd
• Roger Overseas Private Limited
• Inox FMCG Private Limited
• PHD Chamber of Commerce and Industry

He has not resigned from any listed entity during the last 3 years. | Listed:
• Inox Wind Limited
• Inox Green Energy Services Limited

Unlisted:
• Inox Renewable Solutions Limited
• Vibhav Energy Private Limited
• Tempest Wind Energy Private Limited
• Flurry Wind Energy Private Limited
• Suswind Power Private Limited
• IGESL Solar O&M Services Private Limited
• Marut-Shakti Energy India Limited
• RBRK Investments Limited

He has not resigned from any listed entity during the last 3 years. |

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Membership/Chairmanship of Committees of the Board	Inox Wind Limited: • Corporate Social Responsibility Committee, Chairman • Audit Committee, Member • Stakeholders Relationship Committee, Member • Business Responsibility Committee, Member • Risk Management Committee, Member • IWL Committee of the Board of Directors for Operations, Member Inox Leasing and Finance Limited: • Audit Committee, Member • Nomination and Remuneration Committee, Member • Share Transfer and Stakeholder Relationship Committee, Member • Corporate Social Responsibility Committee, Member • IT Strategy Committee, Member • Investment Committee, Member • Risk Management Committee, Member • Committee of the Board of Directors for Operations, Member Inox Clean Energy Limited: • Stakeholders Relationship Committee, Member • Business Responsibility Committee, Member • IPO Committee, Member • Committee of the Board of Directors for Operations, Member	Inox Wind Limited: • Nomination & Remuneration Committee, Member • Business Responsibility Committee, Member • IWL Committee of the Board of Directors for Operations, Member Inox Green Energy Services Limited: • Corporate Social Responsibility Committee, Chairman • Audit Committee, Member • Business Responsibility & Sustainability Committee, Member • IGESL Committee of the Board of Directors for Operations, Member
Number of Meetings of the Board attended during the Financial Year ending 31st March, 2026	2 out of 6	3 out of 6
Terms & Conditions of appointment/re-appointment along with details of remuneration sought to be paid	As per resolution and explanatory statement	There is no change in terms of appointment.

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Remuneration last drawn including sitting fees during FY 2025-26	Rs. 1.67 Crore as fixed remuneration (salary, allowances and retiral benefits). Variable remuneration by way of commission is yet to be determined and paid.	Rs. 1.70 Lakh by way of sitting fees only.
Relationship with other 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.	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	63,200 Equity Shares	Nil

8. 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. MUFG Intime India Private Limited (formerly known as 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.

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.

10. 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

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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 $9^{\text{th}}$ 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 with NSDL

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider 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. Existing IDeAS user 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” which is available under ‘IDeAS’ section, 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 or e-Voting service provider i.e. NSDL and 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. If you are 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 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 redirected to NSDL Depository site wherein you can see e-Voting page. Click on company 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.

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	5. 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 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 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 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 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-Voting Service 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.

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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 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. 18002109911

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.
c) How to retrieve your 'initial password'?

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(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 toll free helpline no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

d) 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.

1. 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.

1. 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.

1. 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.

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

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 conclusion 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. Monday, 15th June, 2026, may download the Notice of the Meeting 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 Thursday, 18th June, 2026 at 9:00 A.M. and ends on Sunday, 21st June, 2026 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. 15th June, 2026, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

1. 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 Monday, 15th June, 2026 at the Company's Corporate Office at INOXGFL Towers, Plot No.17, Sector-16A, Noida-201301, 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 at least 7 days prior to the Meeting i.e. not later than Monday, 15th June, 2026 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.

1. 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 -

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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.

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 Monday, 15th June, 2026. For all other Members who are not holding shares as on 15th June, 2026 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.:

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

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 3rd November, 2021 read with SEBI Circular No. SEBI/HO/MIRSD_RTA/P/CIR/2021/687 dated 14th December, 2021. Members may also refer to website of the Company at www.inoxwind.com/investors/ for more details.

1. Members may note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th 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.

2. 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

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Agent (RTA): MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (Unit: Inox Wind Limited), Noble Heights, 1st 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.

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; MUFG Intime India Private Limited, quoting their Folio number etc.

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH APPLICABLE REGULATIONS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 1

The Members had appointed Shri Mukesh Manglik (DIN: 07001509) as a Non-Executive Director of the Company at the 11th Annual General Meeting ("AGM") held on 23rd September, 2020 and he was subsequently re-appointed as a Director liable to retire by rotation, most recently at the AGM held on 26th September, 2025.

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 appointment/continuation of such Director.

Shri Mukesh Manglik will attain the age of 75 years on 16th September, 2026 during his current tenure as a Non-Executive Director of the Company. Accordingly, approval of the Members by way of a Special Resolution is being sought for continuation of his directorship upon attaining the age of 75 years.

Brief Profile of Shri Mukesh Manglik

Shri Mukesh Manglik holds a Bachelor's Degree in Electrical Engineering from Veermata Jijabai Technological Institute, Mumbai. He has over four decades of expertise in the design and development of power electronics and process controls, including more than two decades in the wind sector. He has extensive knowledge of wind turbine generator engineering, operations, maintenance and commissioning. He has been associated with the INOX Group since 2008 and is heading the Engineering and Product Development Department. He is also on the Boards of various INOXGFL Group companies.

Further details of Shri Mukesh Manglik, nature of his experience in specific functional areas and other information as required to be provided under the Secretarial Standard-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Note No. 7 of this Notice.

The Company and the Board have immensely benefitted from the vast experience, knowledge and guidance of Shri Mukesh Manglik. The Board of Directors, based on the performance evaluation and considering the recommendation of the Nomination and Remuneration Committee, is of the view that his continued association with the Company would be beneficial to the Company considering his rich industry experience, deep understanding of the business and valuable contributions made by him to the deliberations and functioning of the Board. Accordingly, the Board considers it desirable to continue his directorship as a Non-Executive Director of the Company upon attaining the age of 75 years.

Shri Mukesh Manglik 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 or Key Managerial Personnel of the Company and 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.

Item No. 2

At the 13th Annual General Meeting of the Company held on 28th September, 2022, the Members had, inter alia, approved the re-appointment of Shri Devansh Jain (DIN: 01819331) as a Whole-time Director of the Company for a period of five (5) years with effect from 1st November, 2022, on the terms and conditions, including remuneration, as approved by the Members.

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Brief Profile of Shri Devansh Jain

Shri Devansh Jain completed a double major degree in Economics and Business Administration from Carnegie Mellon University, USA. He initiated the Group's entry into the renewable energy sector with the incorporation of Inox Wind Limited in 2009. Under his leadership, the Company has grown to become one of India's leading wind energy solution providers. He played a key role in the successful listing of Inox Wind Limited in 2015 and spearheaded the listing of the Company's subsidiary, Inox Green Energy Services Limited, the world's first listed independent wind O&M company, in 2022.

In addition to his executive responsibilities, Shri Devansh Jain actively contributes to industry development. He chairs the Wind Energy Committee at PHDCCI and is a member of the Advisory Board of the Indian School of Business & Finance. He has also held leadership positions in prominent industry bodies such as FICCI, the Indian Wind Power Association and the Indian Wind Turbine Manufacturers Association.

Shri Jain has received several national and international recognitions for his entrepreneurial leadership, including Fortune '40 Under Forty' (2023, 2024 and 2025), Avendus Wealth -Hurun India U40 Award 2025, Transformational Business Leader of the Year at AIMA Managing India Awards 2025, Next Gen Leader of the Year from Hurun India and the AIMA Young Entrepreneur of the Year Award, among others.

Further details of Shri Devansh Jain, nature of his experience in specific functional areas and other information as required to be provided under the Secretarial Standard-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Note No. 7 of this Notice.

Over the last few years, the Company has achieved a significant operational and financial turnaround under his stewardship. The Company has recorded strong growth in revenue and profitability, supported by efficient execution, improved margins, a robust order book and a strengthened balance sheet.

The Board of Directors, at its meeting held on 29th May, 2026 after considering the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, approved the revision in the fixed component of remuneration of Shri Devansh Jain, Whole-time Director of the Company, for the remaining period of his tenure, i.e. upto 31st October, 2027, subject to the approval of the Members of the Company, after undertaking a detailed evaluation of the proposed remuneration in the context of:

(a) the Company's significantly improved financial performance and sustained turnaround over the last two financial years;
(b) the material increase in scale, complexity and executive responsibilities handled by him;
(c) the need for continuity of leadership during a critical growth and expansion phase of the Company;
(d) prevailing remuneration levels of Managing Directors and Whole-time Directors of comparable listed companies operating in similar sectors and of similar scale; and
(e) no revision in the remuneration paid out to him since his re-appointment effective from 1st November, 2022.

The Nomination and Remuneration Committee has also confirmed that the proposed remuneration is in accordance with the remuneration policy of the Company.

The proposed revised fixed remuneration payable to Shri Devansh Jain is fair, reasonable and commensurate with the responsibilities entrusted to him. The same is aligned with long-term shareholders' value creation and is designed to motivate leadership talent critical to the Company's sustained growth and strategic objectives. Save and except the revision in the fixed component of remuneration, all other terms and conditions of appointment and remuneration of Shri Devansh Jain shall continue as previously approved by the Members.

Shri Devansh Jain is interested in the resolution set out at Item No. 2 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 or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

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The Board recommends the resolution as set out at Item No. 2 of the Notice for approval of the Members of the Company by way of a Special Resolution.

Item No. 3

Regulation 24(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), provides that no listed entity shall dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to 50% (fifty percent) or cease the exercise of control over such subsidiary, without the approval of the Members by way of a Special Resolution.

Inox Green Energy Services Limited ("IGESL") is a material subsidiary of the Company in terms of the Listing Regulations. Presently, the Company holds 51.13% of the total equity share capital of IGESL. The Special Resolution being recommended to the Members is for seeking an enabling approval permitting the Company to divest part of its shareholding in IGESL, at any time in future, which may result in reduction of the Company's shareholding to 50% or below and thereby trigger the applicability of Regulation 24(5) of the Listing Regulations.

The funds raised through the divestment shall be used to support the Company's expansion plans and to further strengthen its balance sheet.

It is, however, clarified that the proposed resolution is enabling in nature and no definitive transaction has been finalized as on the date of this Notice. The divestment is presently envisaged only for dilution of the Company's shareholding in IGESL to less than or equal to 50%. Even after such dilution, the Company intends to continue to retain control over IGESL and accordingly, subject to the final structure of the transaction and in compliance with applicable accounting standards and the provisions of the Companies Act, 2013, IGESL's financial statements will continue to be consolidated with those of the Company.

Accordingly, the Board of Directors of the Company, at its meeting held on 29th May, 2026, subject to requisite statutory and regulatory approvals, approved the proposed enabling resolution and recommended the same to the Members for their approval.

The Board of Directors of the Company is of the opinion that the decision regarding divestment would be taken in the best interest of the Company and its Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution as set out at Item No. 3 of the Notice.

The Board of Directors of your Company recommends the resolution as set out at Item No. 3 of the Notice for approval of the Members by way of a Special Resolution.

By order of the Board of Directors

Place: Noida
Date: 29th May, 2026

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