Indowind Energy Ltd

Appointment details

• Appoints Dr. S.R. Shriraam Shekher as Non-Executive Independent Director, effective 30 September 2026.
• Term: five consecutive years, up to 29 September 2031, subject to shareholder approval.
• Category: Independent Director; meets independence criteria under Companies Act 2013 and Listing Regulations.
• Not debarred from holding office by SEBI or any authority.
• No relations with other Directors or KMP.
• Profile: Insolvency professional, advocate, mediator with M.Com, MBA, LLM, PhD.
• 65 years old; former Indian Air Force NCO; extensive insolvency practice.
• Empanelled Insolvency Professional with SBI, IOB, IDBI Bank, Indian Bank, PNB.

AGM Details

• AGM held on 25-09-2026 at 4:00 PM via Video Conferencing; ends 4:15 PM.
• Record date: 18-09-2026; last date for postal ballot forms: 25-09-2026.

Key Resolutions

• Adopt Audited Financial Statements for FY2026 with Board and Auditor reports.
• Appoint Dr. K.S Ravindranath as Director (retiring by rotation).
• Revise remuneration of Statutory Auditors.
• Re-appoint Mr. N.K. Haribabu as Whole Time Director.
• Re-appoint Ms. Sangeetha Harilal Lakhi as Independent Director for a second term.
• Extend timeline for utilization of rights issue proceeds.
• Approve material related party transactions of the company.
• Approve material related party transactions of subsidiary.

Voting Results

• All resolutions passed; each with high in-favour majority.
• In favour 99.9974%, against 0.0026%.
• In favour 99.8015%, against 0.1985%.
• In favour 99.8028%, against 0.1972%.
• In favour 99.8038%, against 0.1962%.
• In favour 99.8631%, against 0.1369%.
• In favour 97.6678%, against 2.3322%.
• In favour 97.7616%, against 2.2384%.

Dividend

• No dividend proposed or approved at the AGM.

Director Changes

• Dr. K.S Ravindranath re-appointed as Director (retiring by rotation).
• Ms. Sangeetha Harilal Lakhi re-appointed as Independent Director for a second term.
• Mr. N.K Haribabu re-appointed as Whole Time Director.

Auditor Arrangements

• Remuneration of Statutory Auditors revised (approved).

Material Related Party Transactions

• Approval of material related party transactions for the company.
• Approval of material related party transactions for the subsidiary.

Other Material Approvals

• Extension of timeline for utilization of rights issue proceeds approved.

Indowind Energy Ltd trading window closed from October 01, 2026 till the expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter ending 30th September 2026

AGM Details

• Date/time/mode: 25 September 2026, 4:00 PM IST, via VC/OAVM.

Key Resolutions

• Adopt Audited Financial Statements and reports — Ordinary Resolution.
• Appoint director retiring by rotation — Ordinary Resolution.
• Revise remuneration of statutory auditors — Ordinary Resolution.
• Re-appoint WTD as director — Special Resolution.
• Re-appoint Independent Director for second term — Special Resolution.
• Extend timeline for utilization of rights issue proceeds — Special Resolution.
• Approve material related party transactions of the company — Ordinary Resolution.
• Approve material related party transactions of subsidiary — Ordinary Resolution.

Voting Results

• All resolutions passed; no significant dissent reported.

Director Changes

• Director changes: appointments/re-appointments of rotating director, WTD, and independent director for second term.

Auditor Remuneration

• Remuneration of statutory auditors revised.

Material Related Party Transactions

• Approval of material RPTs with the company and its subsidiary; value not disclosed.

Other Approvals

• Extension of timeline for utilization of rights issue proceeds.

Independent Director cessation

• Independent Director Dr. K.R. Shyamsundar ceases on completion of his second term.
• Effective date: close of business on 15 September 2026.
• There are no other material reasons for cessation.
• No changes to board/committee composition disclosed in filing.

Resignation of Independent Director

• Resignation of Bathey Ramamurthy Baskaran, Independent Director, effective 9 September 2026.
• Cited personal commitments and other professional pre-occupations.
• Cessation date: 9 September 2026.
• Resigning director does not hold directorship in any other listed entity.

Financial highlights

• Standalone total income ₹3,110.94 L; PAT ₹26.62 L; EPS ₹0.02.
• Consolidated total income ₹4,033.13 L; PAT ₹0.58 L; Consolidated EPS ₹0.00.
• Rights issue: 3.22 crore shares; oversubscribed 1.04x; listing approvals Dec 2025.
• Equity share capital rose to ₹16,100.22 L from ₹12,880.17 L.
• No dividend declared for the year.
• NCLT merger: Ind Eco Ventures merged; IVL ceased to be subsidiary.

Rights issue & capital structure

• Rights issue of 3.22 crore shares at ₹₹15.35; record date 19 Nov 2025.
• allotment dated 12 Dec 2025; listing approvals by BSE/NSE on 15 Dec 2025.
• Authorized capital increased to ₹2,75,00,00,000 via postal ballot.
• Shareholders approved variation in objects of rights issue on 5 Jan 2026.
• Revised objects include 4 MW solar plant via Nova Power SPV; funding via net proceeds.
• Unutilized proceeds held in fixed deposits pending deployment.

Subsidiaries & merger

• Indowind Power Pvt Ltd: turnover ₹1,026.18 L; PAT ₹−26.04 L; net worth ₹207.04 L; holding 51.05%.
• Ind Eco Ventures merger disposed by NCLT order 10 Mar 2026; IVL ceased to be subsidiary.
• Goodwill from merger: ₹7,454.69 L; impairment testing not performed as of 31 Mar 2026.

Related party transactions

• Material RPT with Bala Kutti (Promoter): purchase of Everon shares ₹57.80 Cr; 5-year term.
• Nova Power Private Limited: proposed subsidiary; ₹50 Cr; 5-year term.
• Indus Capital Private Limited: ₹40 Cr; 5-year term.
• Indowind Power Pvt Ltd: power share revenue ₹1,166.10 L; arm's-length terms.
• Loyal Credit & Investments: deposits ₹457.76 L; interest ₹261.62 L.
• All RPTs are arm's length and approved by Audit Committee.

Governance & audit

• Board changes: Baskaran B. R. appointed Independent Director 26 Sep 2025; Niranjan Jagtap ceased 26 Sep 2025.
• Audit Committee held five meetings; independence declarations updated; governance oversight strengthened.
• Secretarial audit flagged dematerialisation lag; remedies implemented; compliance maintained.

Outlook & risk

• Outlook positive for renewables; wind sector growth; repowering opportunities; grid evacuation remains a risk.
• Key risks: wind variability; tariff/regulatory shifts; receivables delays; geographic concentration.
• Strategy emphasizes asset availability, solar expansion, and group captive opportunities.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Results reviewed by Audit Committee and approved by the Board; limited review by statutory auditors.

AGM and record date

• 31st AGM scheduled for 25 September 2026 via VC/OAVM.
• Record date 18 September 2026; register closure 19-25 September 2026.

Directors and management changes

• Ms. Sangeetha Harilal Lakhi re-appointed Independent Director for five years from 08 Aug 2027, subject to AGM approval.
• Mr. N.K. Haribabu appointed Whole-Time Director for three years from 07 Jun 2027, subject to AGM approval.

Other disclosures

• Notes confirm unaudited results prepared as per Ind AS and reviewed by Audit Committee.
• Segment details not applicable; only one segment.
• Shortfall in income due to delayed wind season.
• Not debarred from holding office for proposed appointments.

Consolidated performance

• Consolidated revenue 843.58 Lakhs; PAT 199.38 Lakhs; EPS 0.13.
• Total tax expense -31.12 Lakhs (credit).
• Exceptional items: none in current quarter; prior quarter 244.45.

Standalone performance

• Standalone revenue 695.05 Lakhs; PAT 156.57 Lakhs; EPS 0.10.
• Tax expense 9.52 Lakhs.

Corporate notes

• Board approved unaudited results for quarter ended 30 June 2026; Limited Review conducted.
• Shortfall in income due to delayed onset of wind season.