Inox Green Energy Services Limited has received approval from the National Company Law Tribunal (NCLT), Ahmedabad Bench, for its Scheme of Arrangement involving the demerger of its Power Evacuation Business. The order was pronounced on March 13, 2026, marking a significant milestone in the company's strategic restructuring initiative.

Scheme Details and Structure

The approved scheme provides for the demerger of the Power Evacuation Business from Inox Green Energy Services Limited (Demerged Company) to Inox Renewable Solutions Limited (Resulting Company), with an appointed date of October 1, 2024. The arrangement involves the transfer of all assets, liabilities, rights, and obligations pertaining to the demerged undertaking.

Stakeholder Approval Process

The scheme received overwhelming support from all stakeholder categories across both companies. The meetings were conducted through video conferencing platform provided by National Securities Depository Limited (NSDL) on November 1-2, 2025.

Inox Green Energy Services Limited Approvals:

Inox Renewable Solutions Limited Approvals:

Strategic Rationale

The demerger aims to achieve several strategic objectives:

• Business Segregation: Separate distinct business verticals with different risk profiles, financial characteristics, and growth opportunities
• Operational Focus: Establish IGESL as a pure-play operations and maintenance (O&M) services provider for wind turbine generators
• Business Consolidation: Consolidate Power Evacuation Business within IRSL to unlock value and enhance focus
• Strategic Flexibility: Enable both entities to pursue independent growth strategies and attract different sets of investors and stakeholders

Regulatory Compliance and Conditions

The NCLT order includes comprehensive compliance requirements:

• Filing of certified copy with Registrar of Companies within 30 days
• Compliance with SEBI regulations and stock exchange requirements
• Adherence to Foreign Exchange Management Act provisions for non-resident shareholders
• Payment of applicable stamp duty and statutory fees
• Preservation of books of accounts under Section 239 of Companies Act, 2013

The Regional Director and Income Tax Department raised various observations regarding accounting treatment, FEMA compliance, and outstanding tax matters, all of which were adequately addressed by the petitioner companies through detailed affidavits and undertakings.

Share Exchange Ratio

The share and warrant entitlement ratio was determined based on valuation exercise conducted by registered valuer M/s Finvox Analytics and independently examined by SEBI registered merchant banker M/s Marwadi Chandarana Intermediaries Brokers Private Limited. The recommended fair share entitlement ratio provides for issuance of 122 equity shares of the resulting company for every 1,000 equity shares of the demerged company.

The scheme becomes effective from the date of filing the certified copy of the NCLT order with the Registrar of Companies, Gujarat. Upon effectiveness, all properties, assets, rights, contracts, and employees related to the Power Evacuation Business will transfer to Inox Renewable Solutions Limited without interruption.

Inox Green Energy Services Limited has issued a postal ballot notice dated February 13, 2026, seeking member approval for key resolutions through electronic voting. The company submitted the notice to BSE Limited and National Stock Exchange of India Limited on March 10, 2026, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

E-Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, with National Securities Depository Limited (NSDL) providing e-voting services to all members.

Members whose names appear in the Register of Members/List of Beneficial Owners as on the cut-off date and whose email IDs are registered with the company or depositories will be eligible to participate in the e-voting process.

Director Re-appointment Proposal

The primary resolution seeks approval for the re-appointment of Shri Mukesh Manglik (DIN: 07001509) as Whole-time Director of the company. The proposal requires passage as a Special Resolution under various provisions of the Companies Act, 2013.

Professional Background and Expertise

Shri Mukesh Manglik brings extensive industry experience to his role, having been associated with the Inox Group since 2008. His professional qualifications include a Bachelor's Degree in Electrical Engineering from Veermata Jijabai Technological Institute, Mumbai.

Key areas of expertise include:

• Over four decades of experience in power electronics design and development
• More than two decades in the wind industry
• Specialization in wind turbine generator engineering, operations, maintenance, and commissioning
• Leadership in Engineering and Product Development Department

Board Recommendations and Governance

The Nomination & Remuneration Committee recommended Shri Manglik's re-appointment at its meeting held on February 13, 2026, based on his industry expertise, experience, and valuable contributions to the company. The Board of Directors subsequently approved the recommendation, citing his satisfactory performance evaluation.

Despite Shri Manglik being over 74 years of age, the Board considers his deep domain expertise critical to the company's operations and growth plans. His continued directorship is viewed as aligned with the company's interests.

Additional Directorships and Committee Memberships

Shri Manglik serves on the boards of nine other companies, including Inox Wind Limited (listed entity). His committee memberships at Inox Wind Limited include:

• Nomination & Remuneration Committee (Member)
• Business Responsibility Committee (Member)
• IWL Committee of Board of Directors for Operations (Member)

During Financial Year 2024-25, he attended 3 out of 6 Board Meetings, and in the current Financial Year 2025-26, he has attended 1 out of 4 meetings conducted, with the Board granting leave of absence for meetings not attended.

Scrutinizer Appointment

The company has appointed Shri Prabhakar Kumar (ICSI Membership No.: F5781 & COP No.: 10630) and alternatively Shri Ashok (ICSI Membership No.: A55136 & COP No.: 20599) from M/s. VAPN & Associates, Practicing Company Secretaries, Delhi, as Scrutinizers for conducting the postal ballot process.