Inox Wind chairman and AGM

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

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Old Bridge Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual FundMukesh Manglik, 74, is Whole-time Director of Inox Green Energy Services Limited, a listed subsidiary. He has served on the board of Inox Wind Limited since August 2020. He has been associated with the INOX Group since 2008 and is heading the Engineering and Product Development Department. Mukesh Manglik will attain 75 years of age on 16 September 2026. The company is seeking his continuation on the board post completing 75 years of age: this is a regulatory requirement. He has attended three out of six (50%) board meetings held in FY26 and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. Given his poor attendance, we do not support the resolution.
  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Low attendance at Board meetings and no justification for leave of absence.
  • Axis Mutual FundMukesh Manglik, 74, is Whole-time Director of Inox Green Energy Services Limited, a listed subsidiary. He has served on the board of Inox Wind Limited since August 2020. He has been associated with the INOX Group since 2008 and is heading the Engineering and Product Development Department. Mukesh Manglik will attain 75 years of age on 16 September 2026. The company is seeking his continuation on the board post completing 75 years of age: this is a regulatory requirement. He has attended three out of six (50%) board meetings held in FY26 and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. We do not support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No issue identified on merit of appointee. Governance Concern: Low attendance at Board meetings and no justification for leave of absence.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • Mukesh Manglik has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation
  • Invesco Mutual FundMukesh Manglik, 74, is Whole-time Director of Inox Green Energy Services Limited, a listed subsidiary. He has served on the board of Inox Wind Limited since August 2020. He has been associated with the INOX Group since 2008 and is heading the Engineering and Product Development Department. Mukesh Manglik will attain 75 years of age on 16 September 2026. The company is seeking his continuation on the board post completing 75 years of age: this is a regulatory requirement. He has attended three out of six (50%) board meetings held in FY26 and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. Given his poor attendance, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundLow attendance at board meetings

  11 for19 against
• Approval for revision in the fixed remuneration of Shri Devansh Jain, Whole-Time Director of the Company for the remaining period of his tenure

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Old Bridge Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual FundDevansh Jain, 39, is part of the promoter group and is Whole-time Director of Inox Wind Limited. The company proposes to revise his fixed remuneration terms, which we estimate at Rs. 37.8 mn for FY27. His overall remuneration terms also include commission at 3% of net profits, which the company has not paid in the past five years. If paid, we estimate his FY27 remuneration at Rs. 258.5 mn, which is high for the size of business and not in line with peers. We raise concern on the open-ended nature of the commission component with no absolute cap. Further, he has attended two out of six (33%) board meetings held in FY26, and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. Given these concerns, we do not support the proposed revision in remuneration.
  • Angel One Mutual FundGovernance concern: No absolute cap has been placed on variable pay; Low attendance at Board meetings and no justification for leave of absence
  • Axis Mutual FundDevansh Jain, 39, is part of the promoter group and is Whole-time Director of Inox Wind Limited. The company proposes to revise his fixed remuneration terms. His overall remuneration terms also include commission at 3% of net profits, which the company has not paid in the past five years. Further, he has attended two out of six (33%) board meetings held in FY26, and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. We do not support the proposed revision in remuneration.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No issue identified with the merits of the proposed appointee. Governance concern: No absolute cap has been placed on variable pay; Low attendance at Board meetings and no justification for leave of absence
  • Invesco Mutual Fund, NJ Mutual FundDevansh Jain, 39, is part of the promoter group and is Whole-time Director of Inox Wind Limited. The company proposes to revise his fixed remuneration terms, which we estimate at Rs. 37.8 mn for FY27. His overall remuneration terms also include commission at 3% of net profits, which the company has not paid in the past five years. If paid, we estimate his FY27 remuneration at Rs. 258.5 mn, which is high for the size of business and not in line with peers. We raise concern on the open-ended nature of the commission component with no absolute cap. Further, he has attended two out of six (33%) board meetings held in FY26, and fourteen out of twenty (70%) board meetings held over past three years. We expect directors to attend all board meetings and, at a minimum, 75% board meetings over a three-year period. Given these concerns, we do not support the proposed revision in remuneration
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: No absolute cap has been placed on variable pay; Low attendance at Board meetings and no justification for leave of absence
  • PPFAS Mutual FundNo absolute cap place on variable pay; Low attendance at board meetings

  12 for18 against
• Approval for divestment of equity shares of Inox Green Energy Services Limited, a material subsidiary of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Old Bridge Mutual Fund, PPFAS Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Old Bridge Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund, UTI Mutual FundIGESL is an operations and maintenance (O&M) services provider for wind power assets in India. The company currently holds 51.13% stake in IGESL and the proposed divestment may result in its shareholding reducing to 50% or below. The proceeds from the proposed divestment are intended to support the company’s expansion plans and strengthen its balance sheet. The proposed resolution is enabling in nature. The company intends to continue retaining control over IGESL following the proposed dilution and, subject to the final structure of the transaction and applicable accounting standards, IGESL’s financial statements will continue to be consolidated with those of Inox Wind Limited. The company has not disclosed the percentage of stake it proposes to sell nor has it set a floor on the shareholding below which the company will again seek shareholder approval to sell further stake in IGESL. Given the enabling nature of approval, we do not support the resolution.
  • Angel One Mutual FundGovernance and Transparency concern: Inadequate disclosure with regards to proposed divestment as no clarity regarding quantum of shareholding which will be sold and mode of sale, further,if mode of sale is not market sale, then disclosure regarding the buyer, the consideration, or basis on which consideration has been arrived at has not been disclosed.
  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for the divestment of equity shares in its material subsidiary, Inox Green Energy Services Limited, through sale, transfer, assignment, disposal, or otherwise, to one or more investors in one or more tranches. The proposed divestment may result in a reduction of the company’s shareholding in the subsidiary to 50% or below, while the company intends to continue retaining control over the subsidiary and consolidating its financial statements in accordance with applicable regulations and accounting standards. The proposal has been presented as an enabling resolution, allowing the company flexibility in structuring and executing the divestment at an appropriate time in the future. As per the details provided, no definitive transaction has been finalized at this stage, and the board has been entrusted with the authority to determine the timing, structure, and manner of the divestment, subject to regulatory compliance. The company currently holds a majority stake in the subsidiary, and the proposed action is aimed at partially diluting this holding while continuing to maintain a strategic relationship with the entity. It is noted that Company lacks following disclosures- Exact % of the shareholding that can be divested; Exact amount required by the Company to meet its objective; Method of Divestment whether Market Sale or Transfer and In case of transfer of shares, then details of the Ultimate beneficiary. We believe that the Company must first finalise all the material terms of the disposal of its undertakings, and then, seek specific approval from the shareholders, which will facilitate shareholders to take a considered voting decision. Further, the Company is not going to hold more than 50% in its material subsidiary, the same should be supported with adequate justification and not a generic statement. Keeping the above non-disclosures into consideration, we are voting against the resolution.
  • Baroda BNP Paribas Mutual FundThe proposed divestment of equity shares of Inox Green Energy Services Ltd, a material subsidiary, lacks adequate disclosures like extent of divestment, capital requirement and nature of expansion plans. So, we do not support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance and Transparency concern: Inadequate disclosure w.r.t. proposed divestment as no clarity regarding quantum of shareholding which will be sold and mode of sale, further, if mode of sale is not market sale, then disclosure regarding the buyer, the consideration, or basis on which consideration has been arrived at has not been disclosed.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted given the lack of disclosure.
  • Invesco Mutual FundIGESL is an operations and maintenance (O&M) services provider for wind power assets in India. The company currently holds 51.13% stake in IGESL and the proposed divestment may result in its shareholding reducing to 50% or below. The proceeds from the proposed divestment are intended to support the company’s expansion plans and strengthen its balance sheet. The proposed resolution is enabling in nature. The company intends to continue retaining control over IGESL following the proposed dilution and, subject to the final structure of the transaction and applicable accounting standards, IGESL’s financial statements will continue to be consolidated with those of Inox Wind Limited. The company has not disclosed the percentage of stake it proposes to sell nor has it set a floor on the shareholding below which the company will again seek shareholder approval to sell further stake in IGESL. Given the enabling nature of approval, we do not support the resolution
  • Kotak Mahindra Mutual FundIGESL is an operations and maintenance (O&M) services provider for wind power assets in India. The company currently holds 51.13% stake in IGESL and the proposed divestment may result in its shareholding reducing to 50% or below. The proceeds from the proposed divestment are intended to support the company s expansion plans and strengthen its balance sheet. The proposed resolution is enabling in nature. The company intends to continue retaining control over IGESL following the proposed dilution and, subject to the final structure of the transaction and applicable accounting standards, IGESL s financial statements will continue to be consolidated with those of Inox Wind Limited. The company has not disclosed the percentage of stake it proposes to sell nor has it set a floor on the shareholding below which the company will again seek shareholder approval to sell further stake in IGESL. Given the enabling nature of approval, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance and Transparency Concern: Inadequate disclosures regarding the proposed divestment — no clarity on quantum of shareholding to be sold, mode of sale, and in case of non-market sale, no details on buyer, consideration, or its basis.
  • PPFAS Mutual FundNo specific details disclosed; Blanket approval proposed without adequate disclosures.
  • WhiteOak Capital Mutual FundIGESL is an operations and maintenance (O&M) services provider for wind power assets in India. The company intends to continue retaining control over IGESL following the proposed dilution. Due to lack of sufficient disclosures, we do not support the resolution.

  7 for23 against

• Approval for re-appointment of Shri Manoj Dixit (DIN: 06709232) as a Whole-Time Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundTransparency concern: Based on the past disclosures in past he has acted as Executive Chairman, without being named as such. As a result, there is uncertainty on future position.
  • Axis Mutual FundManoj Dixit, 53, has been serving as Whole-time Director since 3 December 2022. Further, he is the Whole-time Director of Inox Green Energy Services Ltd (Inox Green), a 55.93% subsidiary: listed on the stock exchanges on 23 November 2022. He will not draw any remuneration from Inox Wind Limited but draws remuneration from Inox Green. In FY25, he was paid Rs. 5.4 mn as remuneration from Inox Green. The proposed terms from Inox Green entitle him to a remuneration of Rs. 6.5 mn per annum, which is reasonable. However, Inox Green may pay him other special incentives, awards over and above the abovementioned remuneration. In absence of clarity over any additional incentives/ awards that may be paid to him, we are unable to determine his overall remuneration from the group. Hence, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Transparency concern: Based on the past disclosures in past he has acted as Executive Chairman, without being named as such. As a result, there is uncertainty on future position.
  • Baroda BNP Paribas Mutual FundCompliant with law. Transparency concern: Based on the disclosures in the past, he has consistently acted as Executive Chairman of the board without being named as such. Therefore, there is still an uncertainty regarding his future position on the board which seems to be an unhealthy practice.
  • DSP Mutual Fund, Jio BlackRock Mutual Fund, UTI Mutual FundManoj Dixit, 53, has been serving as Whole-time Director since 3 December 2022. Further, he is the Whole-time Director of Inox Green Energy Services Ltd (Inox Green), a 55.93% subsidiary: listed on the stock exchanges on 23 November 2022. He will not draw any remuneration from Inox Wind Limited but draws remuneration from Inox Green. In FY25, he was paid Rs. 5.4 mn as remuneration from Inox Green. The proposed terms from Inox Green entitle him to a remuneration of Rs. 6.5 mn per annum, which is reasonable. However, Inox Green may pay him other special incentives, awards over and above the abovementioned remuneration. In absence of clarity over any additional incentives/ awards that may be paid to him, we are unable to determine his overall remuneration from the group. Hence, we do not support the resolution. We note that the offer documents of Inox Green disclose certain criminal proceedings against him: seven cases for dishonour of cheques under Negotiable Instruments Act, 1881 for an amount of Rs. 24.3 mn (aggregate). Further, police complaints were filed against Inox Green, its employees and directors for illegal termination of operation and maintenance contract, non-payment of invoices, and unauthorised removal of transformers from wind turbine generators. The current status of these proceedings is unknown – any developments could be a potential distraction to the board. Thus, we do not support the resolution.
  • Invesco Mutual FundManoj Dixit, 53, has been serving as Whole-time Director since 3 December 2022. Further, he is the Whole-time Director of Inox Green Energy Services Ltd (Inox Green), a 55.93% subsidiary: listed on the stock exchanges on 23 November 2022. He will not draw any remuneration from Inox Wind Limited but draws remuneration from Inox Green. In FY25, he was paid Rs. 5.4 mn as remuneration from Inox Green. The proposed terms from Inox Green entitle him to a remuneration of Rs. 6.5 mn per annum, which is reasonable. However, Inox Green may pay him other special incentives, awards over and above the abovementioned remuneration. In absence of clarity over any additional incentives/ awards that may be paid to him, we are unable to determine his overall remuneration from the group. Hence, we do not support the resolution. We note that the offer documents of Inox Green disclose certain criminal proceedings against him: seven cases for dishonour of cheques under Negotiable Instruments Act, 1881 for an amount of Rs. 24.3 mn (aggregate). Further, police complaints were filed against Inox Green, its employees and directors for illegal termination of operation and maintenance contract, non-payment of invoices, and unauthorised removal of transformers from wind turbine generators. The current status of these proceedings is unknown – any developments could be a potential distraction to the board. Thus, we do not support the resolution
  • Kotak Mahindra Mutual FundManoj Dixit, 53, has been serving as Whole-time Director since 3 December 2022. Further, he is the Whole-time Director of Inox Green Energy Services Ltd (Inox Green), a 55.93% subsidiary: listed on the stock exchanges on 23 November 2022. He will not draw any remuneration from Inox Wind Limited but draws remuneration from Inox Green. In FY25, he was paid Rs. 5.4 mn as remuneration from Inox Green. The proposed terms from Inox Green entitle him to a remuneration of Rs. 6.5 mn per annum, which is reasonable. As company states, he would not be drawing any remuneration from Inox Wind Limited. Further, this resolution is only for the re-appointment and it has nothing to do with future appointment of the appointee as an Executive Chairman. But, the offer documents of Inox Green disclose certain criminal proceedings against him: seven cases for dishonour of cheques under Negotiable Instruments Act, 1881 for an amount of Rs. 24.3 mn (aggregate). Further, in the past, police has filed complaints against Inox Green, it s directors and employees or illegal termination of operation and maintenance contract, non-payment of invoices, and unauthorised removal of transformers from wind turbine generator. At present, status of these cases are unknown and negative development could be a potential distraction to the board. Considering governance factor, we do not favour the resolution.
  • Nippon India Mutual FundGovernance and Transparency concern: Inadequate disclosures and legal proceedings
  • WhiteOak Capital Mutual FundManoj Dixit, 53, has been serving as Whole-time Director since 3 December 2022. In absence of clarity over any additional incentives/ awards that may be paid to him, we are unable to determine his overall remuneration from the group. Hence, we do not support the resolution.

  11 for15 against

• To consider and approve appointment of Ms. Madhurima Sayan Das as an Independent Director of the Company.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance concern: Appointment as an Independent Director for a period of only one year.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundAppointment compliant with law. No concern on the merit of proposed appointee. Governance concern: Appointment as an ID for a period of only one year.

  19 for5 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025, the reports of the Board of Directors and Auditors thereon.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Undisputed Statutory dues unpaid for more than 2 years.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundUnqualified Financial Statements. Governance Concern: Certain undisputed Statutory dues unpaid for more than 2 years.

  16 for6 against
• Re-appointment of Shri Mukesh Manglik as a Director of the Company.

  ›Against Axis Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual FundMukesh Manglik, 74, has been associated with the Inox GFL Group since 2008. He serves as Wholetime Director of Inox Green Energy Services Ltd., a listed subsidiary. He has attended four out of seven (57%) board meetings held in FY25 and sixteen out of twenty-two (73%) board meetings in last three financial years. We expect directors to attend all board meetings. We have a threshold of minimum 75% attendance over a three-year period. Thus, we do not support the resolution.
  • HSBC Mutual FundWe have concerns about the director's attendance at board meetings.
  • Invesco Mutual FundMukesh Manglik, 74, has been associated with the Inox GFL Group since 2008. He serves as Wholetime Director of Inox Green Energy Services Ltd., a listed subsidiary. He has attended four out of seven (57%) board meetings held in FY25 and sixteen out of twenty-two (73%) board meetings in last three financial years. We expect directors to attend all board meetings. We have a threshold of minimum 75% attendance over a three-year period. Thus, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  17 for6 against
• Approval for payment of professional fees to Shri Mukesh Manglik, Non-Executive Director of the Company

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance & Transparency Concern: Inadequate disclosure on the justification and basis of remuneration.
  • Axis Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual FundMukesh Manglik, 74, was appointed on to the board in August 2020 and has been associated with the Inox GFL group since 2008. He heads the company’s engineering and product development department. The company proposes to pay him professional fees of Rs. 6.5 mn for FY26 for availing professional services for engineering, operations, maintenance, product development of wind turbine generators and its components. While the amount is reasonable, we raise concerns that he does not attend board meetings. He has attended four out of seven (57%) board meetings held in FY25 and sixteen out of twenty-two (73%) board meetings in last three financial years. Given his poor attendance at board meetings, it is unclear if he will devote sufficient time towards his professional responsibilities towards the company. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance & Transparency Concern: Inadequate disclosure on the justification and basis of remuneration.
  • Invesco Mutual FundMukesh Manglik, 74, was appointed on to the board in August 2020 and has been associated with the Inox GFL group since 2008. He heads the company’s engineering and product development department. The company proposes to pay him professional fees of Rs. 6.5 mn for FY26 for availing professional services for engineering, operations, maintenance, product development of wind turbine generators and its components. While the amount is reasonable, we raise concerns that he does not attend board meetings. He has attended four out of seven (57%) board meetings held in FY25 and sixteen out of twenty-two (73%) board meetings in last three financial years. Given his poor attendance at board meetings, it is unclear if he will devote sufficient time towards his professional responsibilities towards the company. We do not support the resolution
  • Kotak Mahindra Mutual FundAny services provided by any NED which is distinct from his role as director shall fall within the scope of office/ place of profit under section 188 of the Companies Act, 2013. The amount is paid for the services provided by the Director in a distinct capacity. Hence, such a payment should also be approved under the office of profit provisions. We do not favour the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • UTI Mutual FundMukesh Manglik, 74, was appointed on to the board in August 2020 and has been associated with the Inox GFL group since 2008. He heads the company’s engineering and product development department. The company proposes to pay him professional fees of Rs. 6.5 mn for FY26 for availing professional services for engineering, operations, maintenance, product development of wind turbine generators and its components. The basis of deciding on such a quantum of professional fees is unclear, and no justification has been provided by the Company in this regard.

  9 for14 against
• Ratification of payment of remuneration payable to Cost Auditors of the Company for the Financial Year ending on 31st March, 2026

  22 for0 against
• Appointment of Secretarial Auditors of the Company.

  23 for0 against
• Approval of Material Related Party Transactions.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance and Transparency concern: The Company has not disclosed Basis for Arm’s Length pricing. No adequate information given to ascertain the fairness of the pricing.
  • Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual FundInox Renewable Solutions Limited (IRSL) is a 91.9% subsidiary of Inox Wind Limited and provides EPC services. The balance shareholding in IRSL is held by non-promoter shareholders. Inox Neo Energies Limited is a RE power generation platform targeting >3 GW of hybrid RE capacity – wind + solar + BESS – within the next 2 years: it is a promoter-controlled entity. The proposed RPTs are with (i) IRSL and its subsidiaries for giving / receiving ICDs; (ii) sale of goods / services including supply of WTGs and related services cumulating to 200 MW under the 550 MW to INEL (iii) availing loans from promoter directors. The company has clubbed approvals for multiple entities into one resolution, rather than seeking shareholder approval entity-wise. We note that the past transactions for ICDs between Inox Wind Limited (IWL) and IRSL have exceeded the limits for which approval was sought. There are other transactions which have been entered into between IWL and IRSL for which the company has neither sought approval in the past, nor is it seeking approval through the current resolution: in FY25, the limit sought was Rs. 5 bn while the actual amount of transactions aggregated Rs.80.2 bn. We also raise concerns that the company has not provided details of the loans which it proposes to take from promoter directors, including the tenure, borrowing rate etc. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Governance and Transparency concern: The Company has not disclosed Basis for Arm’s Length pricing. No adequate information given to ascertain the fairness of the pricing.
  • Invesco Mutual FundInox Renewable Solutions Limited (IRSL) is a 91.9% subsidiary of Inox Wind Limited and provides EPC services. The balance shareholding in IRSL is held by non-promoter shareholders. Inox Neo Energies Limited is a RE power generation platform targeting >3 GW of hybrid RE capacity – wind + solar + BESS – within the next 2 years: it is a promoter-controlled entity. The proposed RPTs are with (i) IRSL and its subsidiaries for giving / receiving ICDs; (ii) sale of goods / services including supply of WTGs and related services cumulating to 200 MW under the 550 MW to INEL (iii) availing loans from promoter directors. The company has clubbed approvals for multiple entities into one resolution, rather than seeking shareholder approval entity-wise. We note that the past transactions for ICDs between Inox Wind Limited (IWL) and IRSL have exceeded the limits for which approval was sought. There are other transactions which have been entered into between IWL and IRSL for which the company did not seek approval: the company has clarified that IRSL was a wholly owned subsidiary till 5 September 2024 and most of the ICDs were undertaken during the exempted period. However, it is unclear if, during the proposed tenure, the company will be undertaking other transactions as well, for which it has not sought approval. We also raise concerns that the company has not provided details of the loans which it proposes to take from promoter directors, including the tenure, borrowing rate etc. We do not support the resolution
  • Kotak Mahindra Mutual FundInox Renewable Solutions Limited (IRSL) is a 91.9% subsidiary of Inox Wind Limited providing EPC services, balance shareholding is held by non-promoter shareholders. Inox Neo Energies Limited is a RE power generation platform and is a promoter-controlled entity. The proposed RPTs are with (i) IRSL and its subsidiaries for giving / receiving ICDs; (ii) sale of goods / services including supply of WTGs and related services to INEL (iii) availing loans from promoter directors. The company has clubbed approvals for multiple entities into one resolution, rather than seeking shareholder approval entity-wise. Past transactions for ICDs between Inox Wind Limited (IWL) and IRSL have exceeded the limits for which approval was sought. It is unclear if, during the proposed tenure, the company will be undertaking other transactions as well, for which it has not sought approval. Company has not provided details of the loans which it proposes to take from promoter directors, including the tenure, borrowing rate etc. Basis for arm s length pricing has not been provided and hence, we are unable to take an informed decision. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Lack of Clarity
  • UTI Mutual FundInox Renewable Solutions Limited (IRSL) is a 91.9% subsidiary of Inox Wind Limited and provides EPC services. The balance shareholding in IRSL is held by non-promoter shareholders. Inox Neo Energies Limited is a RE power generation platform targeting >3 GW of hybrid RE capacity – wind + solar + BESS – within the next 2 years: it is a promoter-controlled entity. The proposed RPTs are with (i) IRSL and its subsidiaries for giving / receiving ICDs; (ii) sale of goods / services including supply of WTGs and related services cumulating to 200 MW under the 550 MW to INEL (iii) availing loans from promoter directors. The company has clubbed approvals for multiple entities into one resolution, rather than seeking shareholder approval entity-wise. We note that the past transactions for ICDs between Inox Wind Limited (IWL) and IRSL have exceeded the limits for which approval was sought. There are other transactions which have been entered into between IWL and IRSL for which the company did not seek approval: the company has clarified that IRSL was a wholly owned subsidiary till 5 September 2024 and most of the ICDs were undertaken during the exempted period. However, it is unclear if, during the proposed tenure, the company will be undertaking other transactions as well, for which it has not sought approval. We also raise concerns that the company has not provided details of the loans which it proposes to take from promoter directors, including the tenure, borrowing rate etc. We do not support the resolution.

  9 for13 against

• Appointment of Mrs. Urvashi Saxena (DIN: 02021303) as an Independent Director of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundMs. Urvashi Saxena, 79, is a retired Indian Revenue Services officer. She has held various positions in the Income Tax Department in Mumbai, Delhi and Pune. Post-retirement, she was appointed as a member of the Income Tax Settlement Commission in Mumbai, where she rose to become Vice Chairperson and later Chairperson in Delhi. Currently, she is a partner in a law firm in Mumbai, pursuing legal practice in fields of taxation and corporate affairs. The company has disclosed that the Inox Group does not currently receive services from the law firm where Ms. Urvashi Saxena is a partner. We do not encourage companies to appoint independent directors for short terms (one year in this case) since it may not lead to effective oversight by the board. The Nomination and Remuneration Committee should clarify how the proposed term of one year aligns with the company's governance framework and ensures effective oversight. Ms. Urvashi Saxena’s past directorships include Winsome Diamonds and Jewellery Limited, Elder Pharmaceuticals Limited, Elder Health Care Limited, Gammon India Limited, among others – there have been serious governance issues with the companies during her board tenure with these companies. Given the corporate governance failures that have laced her past directorships, we do not support Ms. Urvashi Saxena’s appointment as Independent Director.
  • Angel One Mutual FundTerms and Conditions of appointment of proposed appointee not disclosed on the website of the Company. Governance concern: Appointment as an Independent Director for a period of only one year.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Trust Mutual FundNo concern on the merit of proposed appointee. Non-Compliant with SEBI LODR & Companies Act, 2013: Terms and Conditions of appointment of proposed appointee not disclosed on the website of the Company. Governance concern: Appointment as an ID for a period of only one year.
  • HDFC Mutual FundMs. Urvashi Saxena, 79, is a retired Indian Revenue Services officer. She has held various positions in the Income Tax Department in Mumbai, Delhi and Pune. Post-retirement, she was appointed as a member of the Income Tax Settlement Commission in Mumbai, where she rose to become Vice Chairperson and later Chairperson in Delhi. Given the corporate governance failures that have laced her past directorships, we do not support Ms. Urvashi Saxena’s appointment as Independent Director.
  • ICICI Prudential Mutual FundAs highlighted by the proxy advisory, Ms. Urvashi Saxena’s past directorships include firms with governance issues during her board tenure. Consequently, the AMC does not support her appointment. Hence, the AMC has voted against the resolution. For this proposal, the AMC has also considered various applicable factors for casting votes on behalf of ESG schemes.
  • Kotak Mahindra Mutual FundAccording to Regulation 46 of SEBI LODR 2015, the company is required to provide the terms and conditions of appointment of the independent Directors on the company s website. The Appointment Letters of other Independent directors on the board are available on the website, however, the same has not been provided for Mrs Urvashi Saxena. Furthermore, the Companies Act stipulates that the term of an Independent Director can extend up to a maximum period of five years. A one-year term seems too short for an Independent Director to make a meaningful contribution to the company's affairs. The company should clarify how the proposed term of one year aligns with the company's governance framework and ensures effective oversight. Since no clarification is provided by the company and the resolution being non-compliant by Regulation 46 of SEBI LODR 2015 , voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundNon compliant and governance concern
  • SBI Mutual FundMs. Urvashi Saxena, 79, is a retired Indian Revenue Services officer. She has held various positions in the Income Tax Department in Mumbai, Delhi and Pune. Post-retirement, she was appointed as a member of the Income Tax Settlement Commission in Mumbai, where she rose to become Vice Chairperson and later Chairperson in Delhi. Currently, she is a partner in a law firm in Mumbai, pursuing legal practice in fields of taxation and corporate affairs. Company has appointed Ms Urvashi Saxena for a period of one year and this may not lead to effective oversight by the board. The Nomination and Remuneration Committee should clarify how the proposed term of one year aligns with the company's governance framework and ensures effective oversight. We do not support the resolution.

  3 for15 against

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

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual Fund

  • Angel One Mutual FundNon-Compliance: Prior approval of shareholders not sought for re-appointment as Independent Director. Governance concern: NRC chairman and Board is non-compliant with the requirement of minimum number of directors and requisite number of Independent Directors & Woman Independent Director.Transparency Concern: Non-disclosure of Board meeting attendance for FY 2024-25
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundNon-Compliance: Prior approval of shareholders not sought for re-appointment as ID. Governance concern: NRC chairman and Board is non-compliant with the requirement of minimum number of directors and requisite number of IDs & Woman ID. Transparency Concern: Non-disclosure of Board meeting attendance for FY 2024-25.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  10 for6 against