SUZLON ENERGY LIMITED

[CIN: L40100GJ1995PLC025447]

Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; website: www.suzlon.com; Email id: investors@suzlon.com

NOTICE
NOTICE is hereby given that the Twenty Eighth Annual RESOLVED FURTHER THAT the Board of Directors
General Meeting (the “Meeting”) of Suzlon Energy Limited of the Company be and is hereby authorised to do
(the “Company”) will be held on Wednesday, September all such acts, deeds, matters and things and sign
27, 2023 at 11.00 a.m. (IST) through Video Conferencing agreements, forms, declarations, returns, letters
or Other Audio Visual Means (“VC / OAVM”), to transact and papers as may be necessary, desirable and
the following businesses: expedient to give effect to this resolution.”

ORDINARY BUSINESS: 5. To approve conversion of loans into Equity shares

1. To adopt Financial Statements, etc. for the
financial year 2022-23 To consider and if thought fit, to pass, with or
without modification, the following resolution as a
To receive, consider and adopt the Audited Financial Special Resolution:
Statements of the Company for the financial year
ended on March 31, 2023 on standalone and RESOLVED THAT pursuant to the provisions of
consolidated basis and the reports of the Board of Section 62(3) and other applicable provisions, if
Directors and Auditors thereon. any, of the Companies Act, 2013 and Rules made
there under, and other applicable provisions, if any
and to the extent applicable, of the Companies Act,
2. To re-appoint Mr. Girish R. Tanti as Director
2013 and Rules made thereunder (including any
statutory modification(s) or re-enactment thereof
To appoint a Director in place of Mr. Girish R. Tanti for the time being in force) (hereinafter referred to
(DIN: 00002603), who retires by rotation and being as the “Act”) and in accordance with the provisions
eligible offers himself for re-appointment. of the Memorandum and Articles of Association
of the Company, and applicable provisions, if any,
3. To re-appoint Mr. Vinod R. Tanti as Director of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
To appoint a Director in place of Mr. Vinod R. Tanti Regulations, 2018, as may be modified or re-enacted
(DIN: 00002266), who retires by rotation and being from time to time (hereinafter referred to as “ICDR
eligible offers himself for re-appointment. Regulations”), if and to the extent applicable, the
provisions of Securities and Exchange Board of India
SPECIAL BUSINESS: (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as
4. To approve remuneration of the Cost Auditors for
the “Listing Regulations”) read with the listing
the financial year 2023-24
agreements entered in to by the Company with the
stock exchanges where the shares of the Company
To consider and if thought fit, to pass, with or are listed and all other applicable laws, rules,
without modification, the following resolution as an regulations, notifications, guidelines, circulars and
Ordinary Resolution: clarifications including but not limited to Securities and
Exchange Board of India (Foreign Portfolio Investors)
RESOLVED THAT pursuant to the provisions of Regulations, 2019, Foreign Exchange Management
Section 148 and other applicable provisions, if Act, 1999, Foreign Exchange Management (Transfer
any, of the Companies Act, 2013 and Rules made or Issue of Security by a Person Resident Outside
thereunder (including any statutory modification(s) India) Regulations, 2017, Master Direction on Foreign
or re-enactment thereof for the time being in Investment in India issued by the Reserve Bank of
force), M/s. D.C. Dave & Co., Cost Accountants India, Foreign Exchange Management (Non-debt
(Firm Registration No.000611), the Cost Auditors Instruments) Rules, 2019, and other foreign exchange
appointed by the Board of Directors of the regulation provisions in India, as applicable, issued
Company to conduct the audit of the Cost Records by various authorities including but not limited to
of the Company for the financial year 2023-24, be the Government of India (“GOI”), the Securities
paid a remuneration of ₹ 500,000/- (Rupees Five and Exchange Board of India (“SEBI”), the Reserve
Lakh Only) per annum plus applicable taxes and Bank of India (“RBI”), the Ministry of Corporate
reimbursement of out-of-pocket expenses.” Affairs (“MCA”) and other competent authorities and
subject to the approvals, permissions, sanctions and
consents as may be necessary from any regulatory

358
and other appropriate authorities (including but not iii) the part of the loan so converted shall cease
limited to the GOI, SEBI, RBI, MCA, etc.), and all such to carry interest, further interest, additional
other approvals including approvals of the lenders interest, repayment instalment, liquidated
of the Company (as applicable) and subject to such damages, commission, fee, etc., as the case
conditions and modifications as may be prescribed may be, from the date of conversion and the
by any of them while granting such approvals, loan shall stand correspondingly reduced
permissions, sanctions and consents, which may be and upon such conversion, the repayment
agreed to by the Board of Directors of the Company instalments of the loan payable after the
(hereinafter referred to as the “Board”, which term date of such conversion as per the Financing
shall be deemed to include any committee which the Documents shall stand reduced by the
Board has constituted or may constitute to exercise amounts of the loan so converted;
its powers, including the powers conferred by this
resolution), the consent of the Company be and is iv) the equity shares so allotted and issued to
hereby accorded to convert the whole or part of the the PSF Lenders shall rank pari passu with the
outstanding loans / debentures of the Company in existing equity shares of the Company in all
the matter of financial assistance granted / to be respects and that the said equity shares shall
granted to the Company from time to time towards be listed on the National Stock Exchange of
project specific funding by various lenders including
India Limited and BSE Limited subject to the
but not limiting to REC Limited (“REC”), Power Finance
receipt of necessary regulatory permissions
Corporate Limited (“PFC”), Indian Renewable Energy
and approvals, as the case may be.”
Development Agency Limited (“IREDA”) (hereinafter
referred to as the “PSF Lenders”), into fully paid up
equity shares of the Company having a face value “RESOLVED FURTHER THAT for the purpose of
of ₹ 2/- (Rupees Two Only) each, in one or more giving effect to the aforesaid resolution, the Board
tranches, at par or at a premium (as applicable), on be and is hereby authorised on behalf of the
such terms and conditions as set forth by the PSF Company to take all actions and to do all such acts,
Lenders, in terms of the sanction letter(s), term deeds, matters and things (including sub-delegating
sheet(s), loan agreement(s), security document(s) its powers to such authorised representatives) as
and / or any other financing documents, by they may severally, in their absolute discretion,
whatever name called (hereinafter referred to as the deem necessary, proper or desirable for such
“Financing Documents”), or as may be stipulated purpose, including deciding the dates of allotment,
by the PSF Lenders in .respect of their respective deciding and / or finalising other terms of issue and
financial assistance or any financial assistance allotment in consonance with the applicable law,
which may be availed in future by the Company, at appointing intermediaries, advisors, consultants,
the option of the PSF Lenders, and in the manner bankers, other agencies, applying to depositories
specified in a notice in writing to be given by the PSF for admission of securities / lock-in of securities,
Lenders (or their agents or trustees) from time to giving credit for securities so allotted directly
time to the Company (hereinafter referred to as the into the depository accounts of the PSF Lenders,
“Notice of Conversion”) and in accordance with the decide on fractional entitlement (if any), listing of
following conditions: the equity shares to be issued and allotted, and to
modify, accept and give effect to any modifications
i) the conversion right reserved as aforesaid to the terms and conditions of the offer, issue and
inter alia may be exercised by the PSF Lenders allotment as may be required by the statutory,
in the following events: regulatory and other appropriate authorities
including but not limited to GOI, SEBI, RBI, MCA, etc.
a) PSF Lenders shall be entitled to implement and such other approvals (as applicable) and as may
a resolution plan / enforce securities in be agreed by the Board, and to settle all questions,
case of default which may include but difficulties or doubts that may arise in the proposed
not limiting to conversion of entire loans issue, pricing of the issue, allotment and listing of
(including unpaid interest) or part thereof, the equity shares arising there from, and to execute
into shares in the Company in the event all such affidavits, agreements, applications, deeds,
of default, as stipulated by the applicable declarations, documents, forms, letters, returns,
RBI circular(s), undertakings, writings, etc. in connection with the
proposed issue.”
b) Such other events as may be specified by the
PSF Lenders in the Financing Documents; By order of the Board of Directors of
Suzlon Energy Limited
ii) on receipt of the Notice of Conversion, the
Company shall, subject to the provisions of Geetanjali S. Vaidya,
the Financing Documents and subject to the Place: Pune  Company Secretary.
applicable laws, allot and issue the requisite Date: August 31, 2023 M.No.A18026.
number of fully paid-up equity shares of the
Company to the PSF Lenders and the PSF Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri
Lenders shall accept the same in satisfaction Krishna Complex, Navrangpura, Ahmedabad 380009.
of the part of the loans so converted;

359
Notes: dated May 12, 2020, Circular No.SEBI/HO/CFD/
CMD2/CIR/P/2021/11 dated January 15, 2021 and
1. An Explanatory Statement pursuant to Section 102 No.SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated
of the Companies Act, 2013 (the “Act”) in respect May 13, 2022 (collectively the “SEBI Circulars”)
of the aforesaid items of Special Business is permitted holding of AGM through VC / OAVM. The
enclosed herewith. MCA Circulars and SEBI Circulars are hereinafter
collectively referred to as the “Circulars”.
2. The Register of Members and Share Transfer Books
of the Company shall remain closed from Thursday, 7. In compliance with the applicable provisions of the
September 21, 2023 to Wednesday, September Act read with the Circulars, the Meeting is being
27, 2023 (both days inclusive) for the purpose of conducted through VC / OAVM. KFin, the Company’s
the Meeting. Registrar and Transfer Agent, will provide the facility
for voting through remote e-voting, participating
3. Profile of directors seeking appointment / re- at the Meeting through VC / OAVM and e-voting
appointment as stipulated under Regulation 36 during the Meeting. Accordingly, the members
of the Securities and Exchange Board of India can attend the Meeting through login credentials
(Listing Obligations and Disclosure Requirements) provided to them to connect to the VC / OAVM.
Regulations, 2015 (the “Listing Regulations”) is The attendance of shareholders (members’ login)
enclosed herewith. attending the Meeting will be counted for the
purpose of reckoning the quorum under Section
4. The Securities and Exchange Board of India (“SEBI”) 103 of the Act.
has mandated furnishing of Permanent Account
Number (PAN), address with pin code, email 8. In terms of Companies Act, 2013, a member entitled
address, mobile number, bank account details to attend and vote at a meeting is entitled to
and details of nomination by every participant in appoint a proxy to attend and vote on a poll instead
the securities market. The shareholders holding of himself and the proxy need not be a member
shares in electronic form are therefore requested to of the Company. Since the Meeting is being held
submit these details to their depository participant through VC / OAVM pursuant to the Circulars,
and the shareholders holding shares in physical physical attendance of the members is dispensed
form are required to submit these details to the with and consequently, the facility for appointment
Company’s Registrar and Share Transfer Agent, KFin of proxies is not applicable. Hence the proxy forms,
Technologies Limited (formerly KFin Technologies attendance slips and route map are not annexed to
Private Limited) (“KFin”), Selenium Tower B, this Notice.
Plot 31 & 32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad-500032, 9. Corporate members intending to authorise their
Telangana, India, Email: einward.ris@kfintech.com; representatives pursuant to Section 113 of the Act
Toll Free No.1-800-309-4001. to participate in the Meeting and cast their votes
through e-voting, are requested to send certified
5. All documents required to be kept open for copy of the Board / governing body resolution /
inspection, if any, shall be open for inspection at authorisation, etc. authorising their representatives
the Registered office and Corporate office of the to attend and vote on their behalf by email to
Company between 2.00 p.m. and 5.00 p.m. on all ram.devata@gmail.com and a copy be marked to
working days (except Saturdays, Sundays and evoting@kfintech.com with the subject line ‘Suzlon
Holidays). Such documents shall also be made Energy Limited’.
available on the website of the Company, www.
suzlon.com to facilitate online inspection till the 10. The Company has appointed Mr. D S M Ram
conclusion of the Meeting. (Membership No.A14939 and Certificate of Practice
No.4239), Proprietor of DSMR & Associates,
6. The Ministry of Corporate Affairs (“MCA”) has vide Company Secretaries, Hyderabad, as the Scrutinizer
its Circular No.10/2022 dated December 28, 2022 to scrutinize remote e-voting process and e-voting
read with Circular No.14/2020 dated April 8, 2020, at the Meeting in a fair and transparent manner. The
Circular No.17/2020 dated April 13, 2020, Circular Scrutinizer shall immediately after the conclusion of
No.20/2020 dated May 5, 2020, Circular No.02/2021 the Meeting unblock the votes cast at the Meeting
dated January 13, 2021, Circular No.19/2021 dated and thereafter unblock the votes cast through
December 8, 2021 and Circular No.2/2022 dated remote e-voting in the presence of at least two
May 5, 2022 (collectively the “MCA Circulars”) witnesses not in the employment of the Company.
permitted holding of the annual general meeting The Scrutinizer shall submit a consolidated
through VC / OAVM for the calendar year 2023. Scrutinizer’s Report of the total votes cast in favour
The Securities and Exchange Board of India (SEBI) of or against, if any, not later than forty eight hours
has also vide its Circular No. SEBI/HO/CFD/PoD- after the conclusion of the Meeting to the Chairman
2/P/CIR/2023/4 dated January 5, 2023 read with of the Company. The Chairman, or any other
Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 person authorised by the Chairman, shall declare

360
 the result of the voting forthwith. The resolutions b) Through hard copies which are self-
will be deemed to be passed on the date of the attested, which can be shared on the
Meeting subject to receipt of the requisite number address of KFin;
of votes in favour of the resolutions. The results
declared along with the Scrutinizer’s Report(s) will c) Through electronic mode with e-sign by
be communicated to the National Stock Exchange following the link https://ris.kfintech.com/
of India Limited and BSE Limited immediately after clientservices/isc/default.aspx.
it is declared by the Chairman, or any other person
authorised by the Chairman, and the same shall also Detailed FAQs are available on KFin’s weblink
be available on the website of the Company, www. https://ris.kfintech.com/faq.html.
suzlon.com and on KFin’s weblink https://evoting.
kfintech.com. • Shareholders holding shares in electronic
mode may reach out to the respective
DISPATCH OF ANNUAL REPORT, PROCESS FOR Depository Participant(s), where the Demat
REGISTRATION OF EMAIL ID FOR OBTAINING COPY account is being held for updating the email
OF NOTICE AND ANNUAL REPORT: IDs and mobile number.
11. In accordance with the provisions of the Circulars,
the Notice along with the Annual Report comprising • Shareholders are requested to support this
of the Financial Statements, Board’s Report, Green Initiative effort of the Company and get
Auditors’ Report and other documents are being their email ID registered to enable the Company
sent through email only to members whose email to send documents such as notices, annual
IDs are registered with KFin and / or National reports, and other documents in electronic
Securities Depository Limited (“NSDL”) and / or form. Those shareholders who have already
Central Depository Services (India) Limited (“CDSL”) registered their email addresses are requested
(collectively referred to as Depositories or NSDL / to keep their email addresses validated with
CDSL) and physical copies will not be sent. their Depository Participants / KFin to enable
servicing of notice, annual reports, other
12. The Notice and the Annual Report are available on documents in electronic form.
the website of the Company (www.suzlon.com), the
website of KFin (https://evoting.kfintech.com) and • Please note that as a valued shareholder of the
also on the website of National Stock Exchange of Company, you are always entitled to request
India Limited (www.nseindia.com) and BSE Limited and receive all such communication in physical
(www.bseindia.com). form free of cost. Further, the documents
served through email are available on the
13. Shareholders who have still not registered their Company’s website (www.suzlon.com) and are
email IDs are requested to do so at the earliest also available for inspection at the Registered
as under: Office and Corporate Office of the Company
during specified business hours.
• Shareholders holding shares in physical
mode are hereby notified that based on SEBI CUT-OFF DATE:
Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/ 14. The cut-off date for the purpose of ascertaining
CIR/2023/37 dated March 16, 2023, all holders shareholders entitled for remote e-voting and
of physical securities in listed companies shall voting at the Meeting is Wednesday, September
register the postal address along with PIN for 20, 2023 (hereinafter referred to as the “Cut-off
their corresponding folio numbers. It shall be Date”). A person, whose name is recorded in the
mandatory for the security holders to provide Register of Members or in the Register of Beneficial
mobile number. Moreover, to avail online Owners maintained by the Depositories as on the
services, the security holders can register their Cut-off Date only shall be entitled to avail the facility
email IDs. Shareholders can register/update of remote e-voting as well as voting at the Meeting.
the contact details through submitting the The voting rights of members shall be in proportion
requisite Form ISR-1 along with the supporting to their shares of the paid up equity share capital of
documents. Form ISR-1 can be obtained by the Company (as reflected in depository records)
clicking on the link https://ris.kfintech.com/ as on the Cut-off Date. A person who is not a
clientservices/isc/default.aspx. Form ISR-1 and shareholder as on the Cut-off Date should treat this
the supporting documents can be provided by Notice for information purpose only.
any one of the following modes:
15. Any person who acquires shares of the Company
a) Through ‘In Person Verification’ (IPV), the and becomes a member of the Company after
authorised person of KFin shall verify despatch of the Notice of the Meeting and holding
the original documents furnished by the shares as of the Cut-off Date may obtain the User ID
shareholder and retain copy(ies) with IPV and Password in the manner as mentioned below:
stamping with date and initials;

361
 • If the mobile number of the member is REMOTE E-VOTING:
registered against Folio No. / DP ID Client ID, the 19. In compliance with the provisions of Section 108 of
member may send SMS: MYEPWD<space>E- the Act, Rule 20 of the Companies (Management
voting Event Number (EVEN) + Folio No. or DP and Administration) Rules, 2014, as amended from
ID Client ID to +91 9212993399 time to time, Regulation 44 of the Listing Regulations
Example for NSDL: MYEPWD<SPACE> read with SEBI circular no.SEBI/HO/CFD/CMD/
IN12345612345678 CIR/P/2020/242 dated December 9, 2020 relating
to ‘e-voting Facility Provided by Listed Entities’
Example for CDSL: MYEPWD<SPACE> (“SEBI e-voting Circular”), the Company is providing
1402345612345678 the facility to the shareholders to exercise their right
Example for Physical: MYEPWD<SPACE> to vote on the proposed resolutions electronically
XXXX1234567890 (“remote e-voting”). KFin will provide the remote
e-voting facility to enable the shareholders to
• If email ID of the member is registered against exercise their right to vote on resolutions proposed
Folio No. / DP ID Client ID, then on the home to be considered through this Notice by electronic
page of https://evoting.kfintech.com, the means. Remote e-voting is optional.
member may click ‘Forgot password’ and
enter Folio No. or DP ID Client ID and PAN to 20. The remote e-voting period commences on
generate a password. Sunday, September 24, 2023 (9.00 a.m. IST)
up to Tuesday, September 26, 2023 (5.00 p.m.
• Members may send an email request to IST). During this period, the shareholders of the
evoting@kfintech.com. If the member is Company holding fully paid-up and partly paid-up
already registered with the KFin e-voting shares either in physical form or in demat form, as
platform then such member can use his / her on the Cut-off Date may cast their vote by remote
existing User ID and password for casting the e-voting. The remote e-voting module shall be
vote through remote e-voting. disabled by KFin for voting thereafter. Once the
vote on a resolution is cast by a member, whether
• Members may call KFin toll free number 1-800- partially or otherwise, the member shall not be
309-4001 for any clarifications / assistance allowed to change it subsequently or cast the vote
that may be required. again. Members, who cast their vote by remote
e-voting, may attend the Meeting through VC /
OAVM, but will not be entitled to cast their vote
PROCEDURE FOR SPEAKER REGISTRATION:
once again on the resolutions.
16. Members, holding shares as on the Cut-off Date
and who would like to speak or express their views 21. The shareholders are requested to cast their vote
or ask questions during the Meeting may register for both fully paid-up shares as well as partly paid-
themselves as speakers at https://emeetings. up shares, as the case may be.
kfintech.com and clicking on “Speaker Registration”
during the period from Sunday, September 24, 2023
22. The voting rights of the shareholders shall be in
(9.00 a.m. IST) up to Tuesday, September 26, 2023
proportion to their shares in the paid-up equity
(5.00 p.m. IST). Those members who have registered
share capital of the Company (as reflecting in
themselves as a speaker will only be allowed to
Depository Records) as on the Cut-off Date.
speak / express their views / ask questions during
the Meeting. The Company reserves the right to
23. In terms of SEBI e-voting Circular, e-voting process
restrict the number of questions and number of
speakers, as appropriate for smooth conduct of the has been enabled for all ‘individual demat account
Meeting. holders’, by way of a single login credential, through
their demat accounts / websites of Depositories
/ Depository Participant(s) (“DP”). The detailed
17. Alternatively, members holding shares as on the Cut-
instructions for remote e-voting are given below.
off Date may also visit https://emeetings.kfintech.
com and click on the tab ‘Post Your Queries’ and
post their queries / views / questions in the window 24. Individual members having demat account(s) would
provided, by mentioning their name, demat account be able to cast their vote without having to register
number / folio number, email ID and mobile number. again with the e-voting service provider (“ESP”),
The window will close at 5.00 p.m. (IST) on Tuesday, i.e. KFin, thereby not only facilitating seamless
September 26, 2023. The shareholders may also authentication but also ease and convenience of
send their questions by email to investors@suzlon. participating in the e-voting process. Members are
com. advised to update their mobile number and email ID
with their DPs to access the e-voting facility.
18. Members who need assistance before or during
the Meeting, relating to use of technology, can JOINING THE MEETING THROUGH VC / OAVM:
contact KFin at 1-800-309-4001 or write to KFin at 25. Members will be able to attend the Meeting through
evoting@kfintech.com. VC / OAVM or view the live webcast of the Meeting

362
 at https://emeetings.kfintech.com/ by using their Large members (i.e. members holding 2% or
remote e-voting login credentials and selecting the more shareholding), promoters, institutional
‘EVEN’ for Company’s Meeting. investors, directors, key managerial personnel, the
Chairpersons of the Audit Committee, Nomination
26. Members who do not have the User ID and and Remuneration Committee and Stakeholders
Password for e-voting or have forgotten the User ID Relationship Committee, Auditors, etc. will not be
and Password may retrieve the same by following subject to the aforesaid restriction of first-come
the remote e-voting instructions mentioned in the first-serve basis.
Notice. Further, members can also use the OTP
based login for logging into the e-voting system. Institutional members are encouraged to participate
at the Meeting through VC / OAVM and vote thereat.
27. Members may join the Meeting through laptop,
smartphone, tablet or iPad for better experience. 29. Members are requested to attend and participate at
Further, members are requested to use internet the Meeting through VC / OAVM and cast their vote
with a good speed to avoid any disturbance during either through remote e-voting facility or through
the Meeting. Members will need the latest version e-voting facility to be provided during Meeting.
of Chrome, Safari, Internet Explorer 11, MS Edge or The facility of e-voting during the Meeting will be
Mozilla Firefox. available to those members who have not cast their
vote by remote e-voting. Members, who cast their
Please note that participants connecting from mobile vote by remote e-voting, may attend the Meeting
devices or tablets or through laptops connecting through VC / OAVM, but will not be entitled to cast
via mobile hotspot may experience audio / video their vote once again on the resolutions. If a member
loss due to fluctuation in their respective network. casts votes by both modes, i.e. voting at Meeting
It is therefore recommended to use stable Wi-Fi or and remote e-voting, voting done through remote
LAN connection to mitigate any glitches. e-voting shall prevail and vote at the Meeting shall
be treated as invalid.
Members will be required to grant access to the
webcam to enable two-way video conferencing. 30. In case of any query and / or assistance required,
relating to attending the Meeting through VC /
28. Facility of joining the Meeting through VC / OAVM OAVM mode, members may refer to the Help &
shall open 30 (thirty) minutes before the time Frequently Asked Questions (FAQs) and ‘AGM VC
scheduled for the Meeting and shall be kept open / OAVM’ user manual available at the download
throughout the Meeting. Members will be able Section of https://evoting.kfintech.com or contact
to participate in the Meeting through VC / OAVM Mr. Ganesh Chandra Patro, Asst. Vice President,
on a first-come-first-serve basis. Up to 1,000 KFin at the email ID evoting@kfintech.com or KFin’s
shareholders will be able to join the Meeting on a toll free No.: 1-800-309-4001.
first-come-first-serve basis.

363
INSTRUCTIONS FOR REMOTE E-VOTING, JOINING THE MEETING THROUGH VC / OAVM AND E-VOTING AT THE
MEETING:
31. The detailed instructions, process and manner for remote e-voting, joining the meeting through VC / OAVM and
e-voting at the meeting are explained below:

I) Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding
shares in demat mode

Type of member Login Method

Individual members A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility
holding securities Users:
in demat mode with
NSDL i) Visit the e-services website of NSDL https://eservices.nsdl.com.
ii) On the e-services home page click on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section.
iii) A new page will open, Enter the existing user id and password for accessing IDeAS.
iv) After successful authentication, members will be able to see e-voting services under
‘Value Added Services’. Please click on “Access to e-voting” under e-voting services,
after which the e-voting page will be displayed.
v) Click on company name, i.e. ‘Suzlon Energy Limited’, or e-voting service provider,
i.e. KFin.
vi) Members will be re-directed to KFin’s website for casting their vote during the remote
e-voting period and voting during the Meeting.
B. Instructions for those Members who are not registered under IDeAS:
i) Visit https://eservices.nsdl.com for registering.
ii) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp.
iii) Visit the e-voting website of NSDL https://www.evoting.nsdl.com/.
iv) Once the home page of e-voting system is launched, click on the icon “Login” which is
available under ‘Shareholder / Member’ section. A new screen will open.
v) Members will have to enter their User ID (i.e. the sixteen digits demat account number
held with NSDL), password / OTP and a Verification Code as shown on the screen.
vi) After successful authentication, members will be redirected to NSDL Depository site
wherein they can see e-voting page.
vii) Click on company name, i.e. Suzlon Energy Limited, or e-voting service provider name,
i.e. KFin, after which the member will be redirected to e-voting service provider website
for casting their vote during the remote e-voting period and voting during the Meeting.
C. NSDL Mobile APP
i) Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning
the QR code for seamless voting experience.

364
Type of member Login Method
Individual members A. Instructions for existing users who have opted for Electronic Access to Securities
holding securities Information (“Easi / Easiest”) facility:
in demat mode with
CDSL i) Visit https://web.cdslindia.com/myeasinew/home/login or www.cdslindia.com
ii) Click on New System MyEasi.
iii) Login to MyEasi option under quick login.
iv) Enter the registered user ID and password for accessing Easi / Easiest.
v) Members will be able to view the e-voting Menu.
vi) The Menu will have links of KFin e-voting portal and will be redirected to the e-voting
page of KFin to cast vote without any further authentication.

B. Instructions for users who have not registered for Easi / Easiest
i) Visit https://web.cdslindia.com/myeasinew/Registration/EasiRegistration for registering.
ii) Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii) After successful registration, please follow the steps given in point no.A above to cast
vote.

C. Alternatively, instructions for directly accessing the e-voting website of CDSL

i) Visit www.cdslindia.com
ii) Provide demat Account Number and PAN
iii) System will authenticate user by sending OTP on registered mobile and email as
recorded in the demat Account.
iv) After successful authentication, please enter the e-voting module of CDSL. Click on the
e-voting link available against the name of the Company, viz., ‘Suzlon Energy Limited’ or
select KFin.
v) Members will be re-directed to the e-voting page of KFin to cast vote without any
further authentication.
Individual members A. Instructions for login through Demat Account / website of Depository Participant
login through
their demat i) Members can also login using the login credentials of their demat account through their
accounts / Website DP registered with the Depositories for e-voting facility.
of Depository ii) Once logged-in, members will be able to view e-voting option.
Participant(s)
iii) Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL
website after successful authentication, wherein they will be able to view the e-voting
feature.
iv) Click on options available against Suzlon Energy Limited or KFin.
v) Members will be redirected to e-voting website of KFin for casting their vote during the
remote e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and
Forgot Password option available at respective websites.
Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through
NSDL / CDSL:
Securities held with Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.:
NSDL 022-48867000 and 022-24997000
Securities held with Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
CDSL contact at 022-23058738 or 022-23058542-43

365
II) Method of login / access to KFin e-voting system in case of individual members holding shares in physical mode
and non-individual members in demat mode

Type of Login Method

member
Members A. Instructions for Members whose email IDs are registered with the Company / Depository
whose email Participant(s)
IDs are
registered with Members whose email IDs are registered with the Company / Depository Participant(s) will receive
the Company an email from KFin which will include details of E-voting Event Number (EVEN), USER ID and
/ Depository password. They will have to follow the following process:
Participant(s)
i) Launch internet browser by typing the URL: https://evoting.kfintech.com/

ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be
EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID
will be DP ID and Client ID. However, if a member is registered with KFin for e-voting, they can
use their existing User ID and password for casting the vote.

iii) After entering these details appropriately, click on “LOGIN”.

iv) Members will now reach password change Menu wherein they are required to mandatorily
change the password. The new password shall comprise of minimum 8 characters with at least
one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character
(@,#,$, etc.,). The system will prompt the member to change their password and update their
contact details viz. mobile number, email ID etc. on first login. Members may also enter a
secret question and answer of their choice to retrieve their password in case they forget it. It is
strongly recommended that members do not share their password with any other person and
that they take utmost care to keep their password confidential.

v) Members would need to login again with the new credentials.

vi) On successful login, the system will prompt the member to select the “EVEN”, i.e. ‘Suzlon
Energy Limited – FP’ and ‘Suzlon Energy Limited – PP’, and click on “Submit” depending upon
whether a member is a shareholder of fully paid shares and / or partly paid shares, as the case
may be.

vii)On the voting page, enter the number of shares (which represents the number of votes) as
on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any
number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together
shall not exceed the total shareholding as mentioned herein above. A member may also choose
the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated
as “ABSTAIN” and the shares held will not be counted under either head.

viii) Members holding multiple folios / demat accounts shall choose the voting process separately
for each folio / demat account.

ix) Voting has to be done for each item of the Notice separately. In case members do not desire to
cast their vote on any specific item, it will be treated as abstained.

x) Members may then cast their vote by selecting an appropriate option and click on “Submit”.

xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once
members have voted on the resolution(s), they will not be allowed to modify their vote.
During the voting period, members can login any number of times till they have voted on the
Resolution(s).

xii) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.)
are required to send scanned copy (pdf format) of the relevant board resolution to the
Scrutinizer through e-mail to ram.devata@gmail.com with a copy to evoting@kfintech.com.
The file scanned image / pdf file of the board resolution should be in the naming format “Suzlon
Energy Limited”.

366
 Type of Login Method
member
Members B. Instructions for Members whose email IDs are not registered with the Company / Depository
whose email Participant(s), and consequently the Notice of Meeting and e-voting instructions cannot be
IDs are not serviced
registered with
i) Members, who have not registered their email address may send an email request at the
the Company
email id einward.ris@kfintech.com along with scanned copy of the request letter, duly signed,
/ Depository
providing their email address, mobile number, self-attested PAN copy and Client Master copy
Participants(s)
in case of electronic folio and copy of share certificate in case of physical folio for sending the
Notice and e-voting instructions.
ii) After receiving the e-voting instructions, please follow all the above steps to cast vote by
electronic means.
iii) It is clarified that for permanent registration of the email address,
• Shareholders holding shares in physical mode are hereby notified that based on SEBI
Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, all holders
of physical securities in listed companies shall register the postal address along with PIN
for their corresponding folio numbers. It shall be mandatory for the security holders to
provide mobile number. Moreover, to avail online services, the security holders can register
their email IDs. Shareholders can register/update the contact details through submitting
the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained
by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1
and the supporting documents can be provided by any one of the following modes:
a) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the
original documents furnished by the shareholder and retain copy(ies) with IPV stamping
with date and initials;
b) Through hard copies which are self-attested, which can be shared on the address of
KFin;
c) Through electronic mode with e-sign by following the link https://ris.kfintech.com/
clientservices/isc/default.aspx.
Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.
• Shareholders holding shares in electronic mode may reach out to the respective Depository
Participant(s), where the Demat account is being held for updating the email IDs and
mobile number.

III) Method for obtaining User ID and password for shareholders who have forgotten the User ID and password
Members who Members who have forgotten the User ID and password or any person who acquires shares of the
have forgotten Company and becomes a member after despatch of the Notice and holding shares as on Cut-off
the User ID date, may obtain / retrieve the same in the manner mentioned below:
and password
i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member
or any person
may send SMS: MYEPWD<space>E-voting Event Number (EVEN) + Folio No. or DP ID Client ID to
who acquires
+91 9212993399
shares of the
Company and Example for NSDL: MYEPWD<SPACE> IN12345612345678
becomes a Example for CDSL: MYEPWD<SPACE> 1402345612345678
member after
despatch of Example for Physical: MYEPWD<SPACE> XXXX1234567890
the Notice and ii) If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page
holding shares of https://evoting.kfintech.com, the member may click ‘Forgot password’ and enter Folio No. or DP
as on Cut-off ID Client ID and PAN to generate a password.
date
iii) Members may send an email request to evoting@kfintech.com. If the member is already registered
with the KFin e-voting platform, then such member can use his / her existing User ID and password
for casting the vote through remote e-voting.
iv) Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that
may be required

367
IV) Method / Access to join the Meeting on KFin system and to participate and vote thereat
Type of Login Method
member
All A. Instructions for all the shareholders, including Individual, other than Individual and Physical, for
shareholders, attending the Meeting of the Company through VC / OAVM and e-voting during the meeting:
including
i) Members will be able to attend the Meeting through VC / OAVM platform provided by KFin.
Individual,
Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login
other than
credentials provided in the email received from the Company / KFin.
Individual and
Physical, for ii) After logging in, click on the Video Conference tab and select the EVEN of the Company.
attending the iii) Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note
Meeting of that members who do not have the user id and password for e-voting or have forgotten the
the Company same may retrieve them by following the remote e-voting instructions mentioned above.
through VC
/ OAVM and iv) The procedure for e-voting during the Meeting is same as the procedure for remote e-voting
e-voting during since the Meeting is being held through VC / OAVM.
the meeting v) The e-voting window shall be activated upon instructions of the Chairman of the Meeting
during the Meeting.
vi) E-voting during the Meeting is integrated with the VC / OAVM platform and no separate login is
required for the same.

32. KPRISM- Mobile service application by KFin: Shareholders are requested to note that KFin has launched a mobile
application, KPRISM and website https://kprism.kfintech.com, for online service to members. Members can
download the mobile application, register themselves (one time) for availing host of services, viz., consolidated
portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank
mandate. Through the mobile application, members can download annual reports, standard forms and keep track
of upcoming general meetings and dividend disbursements. The mobile application is available for download from
Android Play Store and Google Play Store.

368
 EXPLANATORY STATEMENT
[Pursuant to Section 102 of the Act]

Agenda Item No.4: To approve remuneration of the a share capital proposes to increase its subscribed
Cost Auditors for the financial year 2023-24 capital by the issue of further shares, such shares shall
The Board of Directors has, at the recommendation of be offered to persons who, at the date of the offer, are
the Audit Committee, approved the appointment and holders of equity shares of the company in proportion,
as nearly as circumstances admit, to the paid-up share
remuneration of M/s. D.C.Dave & Co., Cost Accountants
capital on those shares by sending a letter of offer.
(Firm Registration No.000611), to conduct the audit
Further, Section 62(3) of the Companies Act, 2013
of the Cost Records of the Company for the financial
provides that nothing in Section 62 shall apply to the
year 2023-24. In terms of Section 148 and other
increase of the subscribed capital of a Company caused
applicable provisions, if any, of the Act and the Rules
by the exercise of an option as a term attached to the
made thereunder, the remuneration payable to the Cost
debentures issued or loan raised by the company to
Auditors has to be approved / ratified by the shareholders
convert such debentures or loans into shares in the
of the Company.
Company; provided that the terms of issue of such
debentures or loan containing such an option have
The Board of Directors recommend approving the been approved before the issue of such debentures or
remuneration of the Cost Auditors for the financial year the raising of loan by a special resolution passed by the
2023-24. In light of above, you are requested to accord company in a general meeting.
your approval to the Ordinary Resolution as set out at
Agenda Item No.4 of the accompanying Notice.
Pursuant to Section 62(3) of the Companies Act, 2013
and Rules made thereunder, approval of the shareholders
None of the Directors and Key Managerial Personnel is required for the issuance and allotment of the equity
of the Company and their relatives has any concern shares consequent to conversion of debt into equity, if
or interest, financial or otherwise, in the proposed so exercised by the PSF Lenders.
resolution.
The Board of Directors recommend passing of the
Agenda Item No. 5: To approve conversion of loans Special Resolution to consider approval for conversion
into Equity shares of loan in to equity. In light of above, you are requested
The Company proposes to avail project specific funding to accord your approval to the Special Resolution as set
(PSF) in the nature of working capital for execution of its out at Agenda Item No.5 of the accompanying Notice.
new / ongoing projects from various lenders including but
not limiting to REC Limited, Power Finance Corporation None of the Directors and Key Managerial Personnel
Limited, Indian Renewable Energy Development Agency of the Company and their relatives has any concern
Limited, etc. (the “PSF Lenders”). or interest, financial or otherwise, in the proposed
resolution.
One of the conditions of the PSF is that the Company,
in terms of Section 62(3) of the Companies Act, 2013, By order of the Board of Directors of
would issue equity shares of the Company on conversion Suzlon Energy Limited
of loan / debentures in the matter of PSF granted / to
be granted by the PSF Lenders, on such terms and Geetanjali S. Vaidya
conditions as set forth by the PSF Lenders in the Place: Pune  Company Secretary
respective Financing Documents. Date: August 31, 2023 M.No.A18026

Section 62(1) of the Companies Act, 2013 inter alia Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri
provides that where at any time, a company having Krishna Complex, Navrangpura, Ahmedabad 380009.

369
ANNEXURE TO THE NOTICE
Profile of Directors seeking appointment / re-appointment at the Twenty Eighth Annual General Meeting as stipulated
under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) is as under:

Mr. Girish R. Tanti (DIN: 00002603)

Brief Resume: Mr. Girish R. Tanti is a founding member of Suzlon Energy Limited. He has a bachelor’s degree in Electronics
& Communication Engineering and holds a master’s degree in Business Administration from UK. He brings to Suzlon
an extensive experience of over 27 years in renewables and international business. Mr. Girish R. Tanti holds a unique
blend of understanding the dynamics of technology and strong business acumen. Over the past years, he has played
many roles including incubating the renewable energy business in 1995, established technology development centres in
Europe and India, setting up the global supply chain, developing wind markets across India, establishing global business
operations and corporate development activities. He also led various service functions, such as human resources,
information technology, communications and CSR. He has been instrumental in Suzlon’s rise to become the only wind
energy player from a developing nation to rank among the top five worldwide. Through the years, Mr. Girish R. Tanti has
not only believed in, but completely devoted himself to champion the vision of harnessing renewable energy to power a
greener, more sustainable tomorrow for generations to come.

The details of Mr. Girish R. Tanti are given below:

S. N. Particulars Details of Director

1. Name of Director Mr. Girish R. Tanti (DIN: 00002603)
2. Age 53 years
3. Qualifications Bachelor’s degree in Electronics & Communication Engineering and holds
a master’s degree in Business Administration from UK
4. Experience Over 27 years’ experience in Renewables, International Business
Development, Human Resources, Information Technology, Corporate
Communications and CSR
5. Details of remuneration to be paid, if any The details have been provided in the Corporate Governance Report
forming part of the Annual Report.
6. Date of first appointment to the Board • Appointed as an Additional Director / Executive Director –
Administration w.e.f. 04/12/1995
• Regularised at 1st AGM dated 10/10/1996
• Re-appointed as Director (International Operations) w.e.f. 01/12/2000
and as ratified at EGM dated 01/01/2001
• Re-appointed as Director (International Business Development & HR)
w.e.f. 01/04/2005 and as ratified at EGM dated 16/06/2005
• Re-appointed as Wholetime Director (Executive Director) w.e.f.
01/04/2008 and as ratified at EGM dated 22/05/2008
• Re-appointed as Wholetime Director (Executive Director) w.e.f.
01/04/2011
• Resigned as Wholetime Director (Executive Director) w.e.f. 30/07/2011;
however continued as a Non-Executive Director
• Appointed as Executive Director designated as ‘Executive Vice Chairman’
w.e.f. 07/10/2022 for a period of 3 years, which appointment was ratified
by the shareholders by way of postal ballot on January 5, 2023
7. Shareholding in the Company 100,019,000 fully paid equity shares aggregating to 0.73% of the paid-up
capital of the Company as on date of this Notice
8. Relationship with other Directors / KMPs Mr. Girish R. Tanti is brother of Mr. Vinod R. Tanti, the Chairman and
Managing Director, and is related to Mr. Pranav T. Tanti, the Non-Executive
Director
9. No. of meetings attended during the year The details have been provided in the Corporate Governance Report
forming part of the Annual Report

370
S. N. Particulars Details of Director
10. In case of Independent Directors, Not Applicable
justification for choosing the appointee
11. Directorships, Memberships / Chairmanship of Committees
Name of domestic companies in which Name of committees in which member / chairman
director
Suzlon Energy Limited Stakeholder Relationship Committee, Member
CSR Committee, Member
Securities Issue Committee, Member
Risk Management Committee, Member
Tanti Holdings Private Limited CSR Committee, Member
Samanvaya Holdings Private Limited None.

Mr. Vinod R. Tanti (DIN: 00002266)

Brief resume: Mr. Vinod R. Tanti is a founding member of Suzlon Energy Limited. He has a Bachelors’ degree in Civil
Engineering. He has extensive experience of over 34 years managing various key functions at Suzlon. He was also the
Chief Operating Officer of Senvion, Germany, for the period from June 1, 2012 till June 15, 2013, at a time when Senvion
was a global leader in wind turbine technology. With a strong techno-commercial background, he has handled diverse
portfolios, like wind resource assessment, acquisition, product design, prototyping, comprehensive supply management,
project execution and lifecycle management through operations and maintenance services. Mr. Vinod R. Tanti brings
to Suzlon, his vast experience of the complete wind energy value chain as well as his process centricity and drive
for innovation. Suzlon established and continues to maintain its technology and service leadership in India under his
supervision.

The details of Mr. Vinod R. Tanti are given below:

S. N. Particulars Details of Director

1. Name of Director Mr. Vinod R. Tanti (DIN: 00002266)
2. Age 61 years
3. Qualifications Degree in Civil Engineering
4. Experience Over 34 years’ experience in various fields including manufacturing and
supply chain
5. Details of remuneration to be paid, if any The details have been provided in the Corporate Governance Report
forming part of the Annual Report.
6. Date of first appointment to the Board • First Director since incorporation, i.e. 10/04/1995 till 01/07/2005
• Appointed as an Additional Director and also as Executive Director
w.e.f. 01/11/2010 for a period of 3 years
• Regularised at the Sixteenth AGM dated 27/09/2011
• Resigned as Wholetime Director (Executive Director) w.e.f. 01/06/2012;
however continued as Non-Executive Director
• Appointed as Wholetime Director & Chief Operating Officer w.e.f.
01/10/2016 for a period of 3 years
• Re-appointed as Wholetime Director & Chief Operating Officer at
Twenty Fourth AGM w.e.f. 01/10/2019 for a period of 3 years
• Re-appointed as Wholetime Director & Chief Operating Officer at
Twenty Seventh AGM w.e.f. 01/10/2022 for a period of 3 years
• Ceased as Wholetime Director & Chief Operating Officer w.e.f.
06/10/2022
• Appointed as Chairman & Managing Director w.e.f. 07/10/2022 for a
period of 3 years, , which appointment was ratified by the shareholders
by way of postal ballot on January 5, 2023.

371
S. N. Particulars Details of Director
7. Shareholding in the Company 30,267,000 fully paid-up equity shares aggregating to 0.22% of the paid-
up capital of the Company as on date of this Notice. Mr. Vinod R. Tanti also
holds shares jointly with others
8. Relationship with other Directors / KMPs Mr. Vinod R. Tanti is brother of Mr. Girish R. Tanti, the Executive Vice
Chairman, and is related to Mr. Pranav T. Tanti, the Non-Executive Director
9. No. of meetings attended during the year The details have been provided in the Corporate Governance Report
forming part of the Annual Report
10. In case of Independent Directors, Not Applicable
justification for choosing the appointee
11. Directorships, Memberships / Chairmanship of Committees
Name of domestic companies in which Name of committees in which member / chairman
director
Suzlon Energy Limited Stakeholders Relationship Committee, Member
Securities Issue Committee, Chairman
Risk Management Committee, Chairman
Audit Committee, Member
CSR Committee, Chairman
Suzlon Global Services Limited Audit Committee, Member
Nomination & Remuneration Committee, Member
CSR Committee, Chairman
SE Forge Limited Audit Committee, Member
Nomination & Remuneration Committee, Member
CSR Committee, Chairman
Suzlon Gujarat Wind Park Limited Nomination & Remuneration Committee, Member
CSR Committee, Chairman
Tanti Holdings Private Limited CSR Committee, Chairman
Samanvaya Holdings Private Limited None
Silectro Enterprise Private Limited None
Skeiron Green Energy Private Limited None
Skeiron Equipment Private Limited None

372