Indowind Energy Limited has received approval from the National Company Law Tribunal (NCLT), Chennai Bench, for its scheme of amalgamation with wholly owned subsidiary Ind Eco Ventures Limited. The tribunal sanctioned the merger through its order dated March 10, 2026, which was received by the company on March 12, 2026.

NCLT Approval Details

The amalgamation involves Indowind Energy Limited as the transferee company and Ind Eco Ventures Limited as the transferor company. The scheme was filed under Sections 230 to 232 of the Companies Act, 2013, with the petition number CP/CAA/65/2024.

Implementation Process

The merger will take effect from the appointed date of April 1, 2023, upon filing of the NCLT order with the Registrar of Companies through e-form INC-28. Following this filing, the transferor company Ind Eco Ventures Limited will stand dissolved without undergoing the winding-up process.

The NCLT order was presided over by Hon'ble Member (Judicial) Shri. Jyoti Kumar Tripathi and Hon'ble Member (Technical) Shri. Ravichandran Ramasamy at the Division Bench, Court-II, Chennai.

Strategic Rationale

The scheme provides several strategic benefits for the combined entity:

• Structural Simplification: Simplification of the holding structure to provide integrated capabilities and build sustainable business operations
• Market Expansion: Access to new markets, customers, and channels leading to increased market penetration and competitiveness
• Cost Optimization: Reduction in management overlaps and elimination of legal and regulatory compliance costs
• Capital Efficiency: Optimized allocation of capital and availability of funds for operational growth opportunities
• Operational Savings: Cost savings critical for long-term sustainability and optimal resource utilization
• Transaction Elimination: Removal of inter-company transactions between the transferor and transferee companies

Regulatory Compliance

The companies have fulfilled all statutory requirements, including notices to regulatory authorities such as the Regional Director, Official Liquidator, Registrar of Companies, Income Tax Department, SEBI, NSE, and BSE Limited. The tribunal dispensed with meetings of equity shareholders and creditors based on the wholly owned subsidiary relationship between the entities.

Post-Merger Structure

Upon completion of the amalgamation, all properties, rights, interests, liabilities, powers, engagements, obligations, and duties of Ind Eco Ventures Limited will be transferred to and vested in Indowind Energy Limited. All employees of the transferor company will become employees of the transferee company without any interruption in service and with continuity of terms and conditions.

The accounting treatment will follow Appendix-C 'Business combinations of entities under common control' of Indian Accounting Standard (Ind AS) 103, as the transaction involves entities controlled by the same party before and after the merger.

Indowind Energy Limited has successfully completed its postal ballot process with all six proposed resolutions receiving requisite shareholder approval. The company announced the results on March 06, 2026, following the conclusion of the e-voting period and has formally notified stock exchanges regarding amendments to its Memorandum of Association under Regulation 30 of SEBI LODR Regulations.

Voting Process and Participation

The remote e-voting commenced at 9:00 A.M. (IST) on Wednesday, February 04, 2026 and concluded at 5:00 P.M. (IST) on Thursday, March 05, 2026. KRA & Associates, Practicing Company Secretaries from Chennai, served as the scrutinizer for the postal ballot process.

Key Resolutions Approved

All six resolutions presented to shareholders achieved the required majority approval:

Resolution 1: Authorized Capital Increase

Shareholders approved the increase in authorized share capital from ₹175,00,00,000 to ₹275,00,00,000 with consequential amendment to the Memorandum of Association.

Resolution 2: Rights Issue Object Alteration

The special resolution for approval of alteration in mode of spending object of Rights Issue received strong support with 99.81% approval.

Resolution 3: Enhanced Borrowing Powers

Shareholders approved increasing the company's borrowing powers to ₹1500 crores under Section 180(1)(c) of the Companies Act, 2013, receiving 99.84% approval.

Related Party Transaction Approvals

Three ordinary resolutions related to material related party transactions were approved:

Notably, for resolutions involving promoter interest (Resolutions 4, 5, and 6), the promoter and promoter group abstained from voting, with only public shareholders participating in the voting process.

Regulatory Compliance and Amendment Details

Following the postal ballot approval, the company has formally notified BSE Limited and National Stock Exchange of India Limited about the amendments to its Memorandum of Association pursuant to Regulation 30 of SEBI LODR Regulations. The authorized share capital structure has been officially amended:

Voting Pattern Analysis

The postal ballot demonstrated strong shareholder confidence across all categories. The promoter and promoter group, holding 76,987,489 shares, showed unanimous support for resolutions where they were eligible to vote. Public non-institutional shareholders, representing 84,014,676 shares, maintained consistent participation rates between 4.12% to 4.14% across different resolutions.

The company's total shareholding stands at 161,002,170 shares as of the record date, with the postal ballot results reflecting broad-based approval for the proposed corporate actions and strategic initiatives. The formal compliance with stock exchange notification requirements demonstrates the company's commitment to regulatory transparency and governance standards.