Riwind Green Energy EGM for ₹395 Crore Fundraising

Meeting Details

The Extra-Ordinary General Meeting (EGM) of Riwind Green Energy Limited is scheduled to be held on Monday, November 16, 2026 at 12:30 P.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The deemed venue is the Registered Office of the Company at 4th Floor, Soni Mansion, 12-B Ratlam Kothi, Indore, Madhya Pradesh – 452001.

Special Business Items

Item 1: Increase in Authorized Share Capital and Alteration of Memorandum of Association

Resolution Type: Ordinary Resolution

Current Capital: ₹30,00,00,000 divided into 3,00,00,000 Equity Shares of ₹10 each

Proposed Capital: ₹1,96,00,00,000 divided into 19,60,00,000 Equity Shares of ₹10 each

Increase: Creation of additional 16,60,00,000 Equity Shares of ₹10 each

Purpose: To provide headroom for issuance of additional Equity Shares arising from proposed QIP and warrant conversions, and to meet prospective capital requirements.

Consequential Change: Clause V (Capital Clause) of Memorandum of Association to be substituted accordingly.

Board Approval Date: October 16, 2026

Item 2: Raising Funds via Qualified Institutions Placement (QIP)

Resolution Type: Special Resolution

Issue Size: Up to ₹150,00,00,000 (One Hundred Fifty Crore Only)

Securities: Equity Shares of face value ₹10 each or any combination of securities

Mode: Qualified Institutions Placement in accordance with Chapter VI of SEBI ICDR Regulations

Allottees: Qualified Institutional Buyers (QIBs) as defined under SEBI ICDR Regulations

Pricing: At price not less than QIP Floor Price determined as per Regulation 176 of SEBI ICDR Regulations, with discount of up to 5% permitted

Minimum Allottees: 2 allottees (since issue size < ₹250 crore)

Maximum to Single Allottee: Not more than 50% of issue size

Restriction: No allotment to promoters/persons related to promoters

Reservation: Minimum 10% for mutual funds

Validity: Allotment to be completed within 365 days from date of passing special resolution

Lock-in: Equity Shares not to be sold for 1 year from allotment date

Utilization: Capital expenditure, prepayment/repayment of outstanding borrowings, acquisition of land, funding projects, working capital requirements, general corporate purposes

Monitoring Agency: Brickwork Ratings India Private Limited appointed (SEBI Registration No. IN/CRA/005/2008) since issue size exceeds ₹100 crore

Item 3: Preferential Issue of Warrants Convertible into Equity Shares

Resolution Type: Special Resolution

Number of Warrants: Up to 11,29,03,225 (Eleven Crore Twenty-Nine Lakh Three Thousand Two Hundred Twenty-Five)

Issue Price: ₹21.70 per Warrant

Total Consideration: ₹2,44,99,99,983 upon full conversion

Payment Terms: 25% payable upfront at allotment (₹5.425 per warrant), balance 75% payable upon exercise (₹16.275 per warrant)

Conversion: Each Warrant convertible into 1 fully paid-up Equity Share of ₹10 face value

Exercise Period: Not exceeding 18 months from date of allotment of Warrants

Relevant Date for Pricing: October 16, 2026 (30 days prior to EGM date)

Proposed Allottees:

| 1 | Ebene Global Opportunity Fund | Body Corporate | Non-Resident | Nil | 69,12,442 | 5.56% |

| 2 | North Star Opportunities Fund VCC | Body Corporate | Non-Resident | Nil | 1,72,81,106 | 13.91% |

| 3 | Nova Global Opportunities Fund PCC | Body Corporate | Non-Resident | 67,908 | 92,16,590 | 7.47% |

| 4 | Maestro Emerging Fund PCC | Body Corporate | Non-Resident | Nil | 69,12,442 | 5.56% |

| 5 | Zeal Global Opportunities Fund | Body Corporate | Non-Resident | 69,271 | 1,15,20,737 | 9.33% |

| 6 | Bridge India Fund | Body Corporate | Non-Resident | Nil | 1,72,81,106 | 13.91% |

| 7 | Recoll Projects Private Limited | Body Corporate | Resident | Nil | 4,37,78,802 | 35.24% |

*Note: 35.24% of post-issue fully diluted capital computed before QIP effect. Post-QIP and full warrant conversion, Recoll Projects would hold approximately 22.64%.

Pricing Compliance: Floor price determined as highest of:

90-day VWAP: ₹21.69
10-day VWAP: ₹19.66
Valuation report price: ₹21.69

Final issue price: ₹21.70 (above floor price)

Utilization of Proceeds:

₹190.00 crore (77.55%): Funding unidentified acquisitions and inorganic growth opportunities
₹54.99 crore (22.45%): General corporate purposes

Timeline for Utilization: Within 2 years

Lock-in: Warrants and resulting Equity Shares subject to lock-in as per SEBI ICDR Regulations

Allotment Timeline: Warrants to be allotted within 15 days from passing special resolution

Valuation Report: By Mr. Bhavin R Patel, Registered Valuer (IBBI/RV/05/2019/11668)

Company Secretary Certificate: By M/s. Amit Saxena & Associates, Practicing Company Secretaries

Shareholding Pattern Impact

Pre-issue: 1,13,43,752 Equity Shares

Post-warrant conversion (fully diluted): 12,42,46,977 Equity Shares

Promoter Holding Change: From 51.77% (58,72,577 shares) to 39.96% (4,96,51,379 shares) on full conversion

Voting Arrangements

Cut-off Date: November 9, 2026

Remote e-voting: November 13, 2026 (9:00 AM) to November 15, 2026 (5:00 PM) via NSDL

Scrutinizer: Kavita Aggarwal, Practising Company Secretary of Kavita Aggarwal & Associates

Document Availability

Notice and related documents available on company website: https://riwindgreen.net/ir-generalmeetings.html