Inox Wind : Outcome of Board Meeting

Greening IN D IA

2 0 t h April, 2022

Sub: Disclosure under Regulation 30 and 31A(8) read with other applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Outcome of Board Meeting

Dear Sir / Madam,

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In furtherance to our letter dated 13thApril, 2022 and pursuant to Regulation 30 read with Schedule I11 of the SEBI Listing Regulations, we would like to inform you that the Board of Directors of Inox Wind Limited (the "Company") at its meeting held today i.e. 20th April, 2022 has, inter-alia, approved the following subject to all requisite approvals including that of the shareholders of the Company:

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1. To raise funds aggregating upto Rs. 402,50,0o,ooo (Rupees Four Hundred and Two Crore FiftyLakh only) by way of a preferential issue of :

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• (i) Equity Shares of face value of Rs. lo/- each of the Company at an issue price of Rs. 1261-1161- (Rupees One Hundred and Sixteen only) per equity share; and

  (Rupees One Hundred and Twenty Six only) per equity share inclusive of a premium of Rs.

• (ii) Unlisted warrants each carrying a right to subscribe to 1(One) Equity Share of face value of Rs. 101-each of the Company at a premium of Rs. 1221- (Rupees One Hundred and Twenty Two only) per equity share for each warrant ("ConvertibleWarrants")to be converted as per their terms,

for cash consideration, to Promoter and Non Promoters as under, pursuant to the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws:

S.No. Name of the Investor and Amount of Equity Amount ofrelationship

Shares proposed to be Convertibleallotted

Warrants proposed to be allotted

I.

Inox Leasing and Finance Limited, an entity forming part of the Promoter Group

Rs.150 Crore

• 2. Samena Green Limited, ("Samena"), Non Promoter-foreign company

  Rs. 32.50 Crore

  Rs. 120 Crore

• 3. Lend Lease Company (India)

  Rs. 30 Crore

  Rs. 70 CroreLimited, ("Lend Lease"), Non

  Promoter

Total

Rs. 212.50 CroreRs. 19o~Crore

An amount equivalent to atleast 25% of the Issue Price shall be payable at the time of subscription and allotment of each Convertible Warrant and the balance 75%shall be payable at the time ofexercise of such Convertible Warrant.

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INQX WIND LIMITED, Plot No. 17, Sector 16 A, Noida-201 301, ~U.P.),INDIA. Phone: +91-120-614

Registered Office : Plot No.1, Khasra No.264 to 267, Industrial Area, Village-Basal, Distt. Una-174 303,

CIN : L31901HP2009PLC031083, E-mail:contact@inoxwind.com, Web: w . i n i

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2.

To vary the terms and nature of 91,8331,137 (Ninety One Crore Eighty Three Lal& Fifty One Thousand One Hundred and Thirty Seven) 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of Rs. lo/- each of the Company ("NCPRPS") held by Inox Wind Energy Limited and Devansh Trademart LLP, 'Promoter/ Promoter Group' entities, so as to result into 91,83,51,137 (Ninety One Crore Eighty Three Lal& Fifty One Thousand One Hundred and Thirty Seven) o.oool% Compulsorily Convertible Preference Shares of the face value of Rs.101-each of the Company ("CCPS").

91,83,51,137 CCPS allotted on variation of the terms of NCPRPS shall be converted into 7,28,85,010 (Seven Crore Twenty Eight Lakh Eighty Five Thousand and Ten) fully paid up equity shares of face value of Rs.101-each of the Company at a price of Rs. 1261- (Rupees One Hundred and Twenty Six only) per Equity Share (inclusive of premium of Rs. 1161-(Rupees One Hundred and Sixteen only) for each CCPS ('Conversion Price'), from time to time, in one or more tranches, simultaneously with or prior to the conversion of the Convertible Warrants issued to Samena into Equity Shares, on such date, which shall not be later than 15th January, 2023 ("CCPS Conversion Date"), unless such date has been extended by a mutual agreement between the Company, Samena and holders of CCPS upto a period not exceeding 18 (Eighteen) months from the date of issuance of CCPS ("CCPS Extended Conversion Date").

The Board has also approved convening an Extra-ordinaryGeneral Meeting of the Company on Friday, 13al May, 2022, inter alia, for seeking approval of the Members for issue of aforesaid securities on a preferential basis and alteration of the Articles of Association of the Company to enable issuance of the warrants/ convertible securities and has approved the draft of the notice for same. The notice of the said EGM shall be submitted to the Stock Exchanges in due course in compliance with the provisions of the SEBI Listing Regulations.

Accordingly, the Relevant Date in relation to the issue of the aforesaid securities in accordance with SEBI ICDR Regulations would be Friday, 13fhApril, 2022, i.e. the date 30 days prior to the date of passing of resolution at the proposed date of holding Extra Ordinary General Meeting has been considered as the Relevant Date.

Further, the details as required under SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 09th September, 2015 with respect to Issuance of Securities is enclosed as Annexure A.

3.

Approved the requests received from the below mentioned 'Promoter Group' entities for reclassifying them from the category of 'Promoter/Promoter Group' to 'Public' of the Company:

Name of the existing 'Promoter/Promoter Group' entities who have applied for reclassification to 'Public':

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The approval of the Board towards reclassification is subject to the approval of the Stock Exchanges and the other regulatory authorities, if any, in terms of Regulation 31 A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Company will submit reclassification application along with supporting documents to the Exchange as required under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

' We hereby enclose the certified extract of the minutes of the Board Meeting held on 20th April, 2022 for your kind perusal as Annexure B.

The Board Meeting of the Company commenced at M. and concluded at P.M.

This intimation is also available on the website of the Company; ~.t~.t~.v.inomvind.eom.

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You are requested to take the above on record.

For Inox Wind

P * ~ee~ak~dga Company Secretary

Encls.: As above

Annexure A

S.No,

Pal'ticulars Details

Type of securities proposed to be issued (viz. equity shares, convertibles etc.);

1. Equity Shares of face value of Rs.101- each;

• 2. Warrants convertible into Equity Shares; and

• 3. Compulsorily Convertible Preference Shares of the face value of Rs. 101-each of the Company;

me issuance (further public offering,ofPreferential Allotmentrights issue, depository receipts (ADRIGDR), qualified institutions placement, preferential allotment etc.); Total number of securities proposed to be issued or the total amount for which the securities will be issued (approximat ely);

S.No.

Name of the Investor and Amount of Equity Amount ofrelationship

Shares proposed to be allotted

Convertible Warrants ~rouosed to be I illotted

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• 1. I Inox Leasing and Finance II Limited, an-entity forming part of the promoter Group

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  Rs.150 Crore

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• 2. Samena Green Limited, Non Promoter- foreign company

• 3. Lend Lease Company (India) Limited, Non Promoter

Rs. 32.50 Crore Rs. 30 Crore

Rs. 120 Crore Rs. 70 Crore

Further, Compulsory Convertible Preference Shares of face value of Rs. 101-each of the Company ("CCPS") shall be issued upon variation of the terms and nature of 0.01% Non Convertible, Non Cumulative, Participating Redeemable Preference Shares of face value of Rs.101- each to the following investors as under:

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1

I Name and Category of the Proposed Investor

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Amount

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I.

I 2. I

Inox Wind Energy Limited, Promoter of the Company Devansh Trademart LLP, an entity forming part of the Promoter Group

Rs. 833.35 Crore Rs. 85 Crore

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The table given below shows the expected shareholding pattern of the Company consequent to issue of Equity Shares (i) for cash consideration; (ii) upon exercise of Convertible Warrants and (iii) full conversion of Compulsorily Convertible Preference Shares:

Sr. No.

CategoryI Pre IssueNo. of shares held

%of share holding

I No. of shares I Post Issue to allotted #

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share holding

Promoters' holding : Indian : Individual Bodies

0.00

-

0.00

a

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II

I Inox WindEnergy Limited I

1 11,21,39,470 1 50.53 1

Trademart LLP I

Devansh Inox Leasing

1

1,77,73,007 1

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44,50,000 1

8.01 1 2.01 1

I 1~9~4,76 1

67,46,031 1 2,4.5,19,038 1 7.52 1 5.02

1,63,54,761 1

Limited Siddhapavan LLP

• 1,55,50,000 7.01

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  Sub Total

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  • 2 Foreign Promoters Sub Total (A)

• 14,99,12,477 67-55 8,47,89,771 0.00

~,55,50,000 23,47,02,248 -

4.77 71.98 0.00

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• B Non-Promoters' I holding :

  14,9942,477 67.55 8,47,89,771 a3,47,02,248 -

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  71.98

  O.OO

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• 1 I Institutional

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  64,51,322 1 2.91 1

  I Investors

  I sub total

64,51,322 1 2.91 1

• 2 I on-rnstitution I

  64,51,322 1 1.98 - 1 o.ooII

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• i Private Bodies Corporate including LLP

  • 3,08,35,838 13.90 1,93,54,256

    5,01,90,094 15.39

• ii Directors and Relatives

  • 0.00

  0.00

• ii Indian Public

  2,99,01,752

  13.47

  2,99,01,752 9.17

• iv Others (Including NRIs)

  48,16,837 2.17

  48,16,837 1.48

  Sub Total(B) Grand Total

  7,20,05,749 aa,19,18,aa6

  32.45 1,93,54,256 100.00 10,41,44,027

  9,13,60,005 28.02

  3a,60,6a,a53 100.00

• # assuming full allotment of Equity Shares directly and upon exercise of Convertible Warrants and conversion of CCPS

Notes:

1. Pre issue shareholding pattern has been prepared based on shareholding of the Company as on 8th

April, 2022.

2. Post issue holding of all the other shareholders is assumed to remain the same, as it was on the date, on which the pre-issue shareholding pattern was prepared.

As mentioned above

(i)

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