Suzlon Energy Ltd

Dear Shareholders,

The Board of Directors (the ‘Board') have pleasure in presenting the Thirtieth Annual Report of your Company together with the audited standalone and consolidated Ind AS financial statements for the year ended March 31, 2025.

1. Financial result

The audited standalone and consolidated Ind AS financial results for the financial year ended March 31, 2025 are as under:

# The financial information in respect of FY 24 has been restated in compliance with the Ind AS 103: Business Combinations. Refer Note 1 of the standalone financial statements.

2. Company's performance

2.1 On a standalone basis, the Company achieved revenue from operations of Rs. 10,161.60 Crore and EBIT of Rs. 1,497.41 Crore as against Rs. 5,834.35 Crore and Rs. 769.38 Crore respectively in the previous year. Net profit for the year under review is Rs. 2,104.72 Crore as compared to Rs. 723.17 Crore in the previous year.

2.2 On consolidated basis, the Group achieved revenue from operations of Rs. 10,851.32 Crore and EBIT of Rs. 1,598.04 Crore as against Rs. 6,496.84 Crore and Rs. 839.28 Crore respectively in the previous year. Net profit for the year under review is Rs. 2,071.63 Crore as compared to Rs. 660.35 Crore in the previous year.

3.1 Dividend

In view of accumulated losses, the Board expresses its inability to recommend any dividend on the equity shares for the year under review. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations'), the Company has adopted a dividend distribution policy which is available on the Company's website at weblink https://www.suzlon.com/NewPdf/ Shareholders Information/Corporate Governance Policies/2022-23/DIVIDEND DISTRIBUTION POLICY1.pdf

3.2 Transfer to reserves

During the year under review, the Company was not required to transfer any amount to any reserves.

4. Material developments during the financial year under review and occurred between the end of the financial year and the date of this Report

During the year under review and up to the date of this Report, the following material events took place:

4.1 Acquisition / disposal of assets

a. The Board at its Meeting held on August 6, 2024 approved the acquisition of the equity shares representing 76% of the equity share capital of Renom Energy Services Private Limited ("Renom"), a Multi Brand Operations and Maintenance service ("MBOMS") provider in the Country, in multiple tranches to make Renom a subsidiary of the Company. On September 6, 2024, the Company completed acquisition of equity shares representing 51% equity share capital of Renom. As on the date of this Report, the Company holds 60.83% of the equity share capital of Renom.

b. On September 5, 2024, the Company sold its non-core asset being its Corporate Office named "One Earth" for a net consideration of ^411.21 Crore to OE Business Park Private Limited ("OEBPPL"). Immediately following the sale, the property was leased back to the Company for a term of five years, with rights to sub-lease and license the premises.

4.2 Mergers / demergers / amalgamation / restructuring

a. A Scheme of amalgamation involving merger by absorption of Suzlon Global Services Limited (the "Transferor Company" or "SGSL"), a wholly owned subsidiary of the Company, with the Company (the "Transferee Company"), their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (the "Scheme") was approved by the Honourable National Company Law Tribunal, Ahmedabad Bench, vide its order dated May 8, 2025 ("NCLT Order"). Upon filing of the certified true copy of the NCLT Order with the Registrar of Companies, Gujarat on May 10, 2025, the Scheme has become effective on May 10, 2025 from the Appointed Date of August 15, 2024.

b. The Scheme of Arrangement approved by the Board on May 24, 2024 was withdrawn on July 22, 2024. Subsequently, on October 28, 2024, the Board has approved the Scheme of Arrangement by and among the Company, its shareholders and creditors under Sections 230 and 231 read with Section 52 and Section 66 of the Companies Act, 2013 (the "Scheme"), subject to requisite statutory / regulatory approvals including the approval of the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company, Honourable National Company Law Tribunal, Ahmedabad Bench ("NCLT") and such other statutory and regulatory approvals as may be required. The Scheme, inter alia, provides for:

i. Set-off of debit balance in the Retained Earnings Account of the Company as on the Appointed Date,

in chronological order against credit balances in the following reserves:

- Capital Reserve;

- Capital Contribution;

- Capital Redemption Reserve;

- Securities Premium; and

- Balance (if any) against General Reserves.

ii. Re-classification of balance General Reserve to Retained Earnings Account.

The Company has received Observation Letters in terms of Regulation 37 of the Listing Regulations from National Stock Exchange of India Limited and BSE Limited, both dated July 3, 2025, with ‘no adverse observations' and accordingly shall proceed with filing application with the National Company Law Tribunal, Ahmedabad Bench.

c. The Board at its meeting held on May 9, 2025, has, subject to the Scheme of Amalgamation of SGSL with the Company (the "Scheme") becoming effective and signing of the definitive documents, approved the following:

- the transfer of the Project Division of the southern region of the Company to Suzlon Southern Projects Limited (formerly known as Vakratunda Renewables Limited), a step-down wholly owned subsidiary of the Company; and

- the transfer of the Project Division of the western region of the Company to Suzlon Western India Projects Limited (formerly known as Manas Renewables Limited), another step-down wholly owned subsidiary of the Company.

The Scheme having become effective on May 10, 2025, the aforesaid transfer of the Project Divisions of the Company have taken place on May 10, 2025 on a going concern and on an "as-is-where-is" basis with all the assets and liabilities, for a lumpsum consideration at a value not less than fair market value of the net assets as per Rule 11UAE of the Income Tax Rules, 1962 on transfer date.

5.1 Authorised share capital

During the year under review, the Authorised Share Capital of the Company has increased from Rs. 11,000.00 Crore divided into 5,500 Crore equity shares of Rs. 2 each to Rs. 21,053.00 Crore divided into 10,526.50 Crore equity shares of Rs. 2 each in terms of the Order dated May 8, 2025 passed by the Honourable National Company Law Tribunal, Ahmedabad Bench approving the Scheme of amalgamation involving merger by absorption of Suzlon Global Services Limited, a wholly owned subsidiary of the Company, with the Company effective from May 10, 2025 from the Appointed date of August 15, 2024.

Accordingly, the Authorised Share Capital of the Company as on March 31, 2025 and as on the date of this Report is Rs. 21,053.00 Crore divided into 10,526.50 Crore equity shares of Rs. 2 each.

5.2 Paid-up share capital

a. During the year under review and up to the date of this report, the Securities Issue Committee of the Board has allotted equity shares pursuant to exercise of options granted under Employee Stock Option Plan 2022 ("ESOP 2022") as per details given below:

b. During the year under review, the Board, at its meeting held on May 24, 2024 approved forfeiture of 8,194,063 partly paid-up equity shares of Rs. 2.00 each of the Company bearing ISIN IN9040H01011 on which the first and final call money of Rs. 2.50 per share (of which Rs. 1.00 was towards face value and Rs. 1.50 was towards securities premium) was unpaid. Out of the said 8,194,063 forfeited shares, corporate action for forfeiture of 145,559 shares in NSDL was rejected for various reasons pertaining to the shareholders and hence as on March 31, 2025, these 145,559 forfeited shares are still reflecting under partly paid ISIN.

Accordingly, the paid-up share capital of the Company as on March 31, 2025 is Rs. 2,729.74 Crore divided into 13,648,726,509 fully paid-up equity shares having a face value of Rs. 2.00 each. The paid-up share capital of the Company as on the date of this Report is Rs. 2,741.26 Crore comprising of 13,706,329,509 fully paid-up equity shares having a face value of Rs. 2.00 each.

6. Annual return in terms of Section 92(3) of the Companies Act, 2013

The annual return in Form No.MGT-7 for FY 24 is available on the Company's website at weblink https://www.suzlon. com/NewPdf/Other Disclosures/2022-23/Form No-MGT-7-2024.pdf. The due date for filing annual return for FY 25 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013.

7. Number of board meetings held

The details pertaining to number and dates of board meetings held during the year under review have been provided in the Corporate Governance Report forming part of this Annual Report.

8. Director's responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board confirms to the best of its knowledge and belief that:

a. i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. A statement on declaration given by the Independent Directors

In terms of Section 149(7) of the Companies Act, 2013, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs. Seemantinee Khot and Mr. Gautam Doshi, the Independent Directors of the Company, have given a declaration to the Company that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have also given a declaration that they have complied with the provisions of the Code of Ethics for Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013) to the extent applicable, during the year under review.

Further, in the opinion of the Board, all the Independent Directors are persons having high standards of integrity and they possess requisite knowledge, qualifications, experience (including proficiency) and expertise in their respective fields.

10. Company's policy on director's appointment and remuneration

In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the Company has adopted Policy on Board Diversity and the Nomination and Remuneration Policy which is available on the Company's website at weblink

https://www.suzlon.com/NewPdf/Shareholders_Information/Corporate_Governance_Policies/2022-23/Board_Diversity_ Policy.pdf and

https://www.suzlon.com/NewPdf/Shareholders_Information/Corporate_Governance_Policies/2022-23/Nomination_

and_Remuneration_Policy.pdf

The details of remuneration paid to the Executive Directors and Non-executive Directors have been provided in the Corporate Governance Report forming part of this Annual Report.

a. M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Twenty Seventh Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting of the Company, i.e. for a period of 5 (Five) consecutive years.

b. Statutory auditors' observation(s) in audit report and directors' explanation thereto:

i. I n respect of the auditors' observation in standalone financial statements related to restatement of comparative period pursuant to Scheme of Amalgamation (the ‘Scheme') between the Company and its erstwhile wholly-owned subsidiary, namely, Suzlon Global Services Limited (referred to as ‘Transferor Company'), as approved by the Hon'ble National Company Law Tribunal vide order dated May 8, 2025.

I t is clarified that the Suzlon Global Services Limited has been amalgamated with the Company with effect from appointed date of August 15, 2024. The Company has given accounting effect to the business combination in accordance with the Scheme and the accounting principles prescribed under Appendix C of Ind AS 103, Business Combinations, applicable to common control business combinations. Accordingly, the comparative financial information for the year ended March 31,2024 has been restated in the accompanying standalone financial statements from the beginning of the earliest period presented, being April 1, 2023.

ii. I n respect of the auditors' observation in standalone and consolidated financial statements related to enablement of audit trail feature at database level as per the requirement by the Ministry of Corporate Affairs (MCA).

It is clarified that the Company and its domestic subsidiaries uses an accounting software for maintaining its books of account. During the year ended March 31, 2025, the Company and its domestic subsidiaries have enabled audit trail (edit log), which has operated throughout the year at the application level for all relevant transactions recorded in the accounting software. The Company and its domestic subsidiaries has not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log certain transactions recorded with privileged access and any direct data changes at data

base level on account of recommendation in the accounting software administration guide which states that enabling audit trail at database level consumes significant storage space on the disk and can impact database performance significantly. The end user does not have any access to database to make direct data changes (create, change, delete) at database level.

iii. In respect of the auditors' observation in standalone financial statements regarding slight delay in few cases in depositing professional tax:

It is clarified that the delay arose on account of technical issues.

11.2 Secretarial auditor

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Chirag Shah, Partner, M/s. Chirag Shah and Associates, Company Secretaries (Membership No. 5545 and C.P.No. 3498), had been appointed as the secretarial auditor to conduct the secretarial audit for FY 25. A secretarial audit report in Form No. MR-3 given by the secretarial auditor has been provided in an annexure which forms part of the Directors Report.

Further, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, it is proposed to appoint M/s. Chirag Shah and Associates, Company Secretaries (Firm Registration No.P2000GJ069200), as the Secretarial Auditors of the Company to hold office for a term of five years from the conclusion of the ensuing Thirtieth Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company to be held in the year 2030 to conduct the audit of the Secretarial Records of the Company for the financial year 2025-26 up to the financial year 2029-30 in terms of the amended Listing Regulations.

b. Secretarial auditors' observation(s) in secretarial audit report for FY 25 and directors' explanation thereto: None.

11.3 Cost auditor

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company for the year under review. M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), had been appointed as the cost auditors for conducting audit of the cost accounting records of the Company for FY 25. The due date of submitting the cost audit report by the cost auditor to the Company for FY 25 is within a period of one hundred eighty days from the end of the financial year. The Company shall file a copy of the cost audit report within a period of 30 (thirty) days from the date of its receipt.

The cost audit report for FY 24 dated July 22, 2024 issued by M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), was filed with the Ministry of Corporate Affairs, Government of India, on August 12, 2024.

Further, in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of the Audit Committee, M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Registration No.000611), have been appointed as cost auditors for conducting audit of the cost accounting records of the Company for FY 26 at a remuneration of Rs. 0.075 Crore, which remuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting of the Company.

11.4 Internal auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Mr. Shyamal Budhdev, Chartered Accountant (Membership No.43952), continues as the internal auditor of the Company.

11.5 Details of fraud required to be reported by the Auditors

During the year under review, there was no instance of fraud required to be reported to Central Government, Board of Directors or Audit Committee, as the case may be, by any of the auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

12. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the year under review have been provided in the notes to the standalone financial statements which forms part of this Annual Report.

13. Particulars of contracts / arrangements with related parties

The particulars of contracts / arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 entered into during the year under review as required to be given in Form No. AOC-2, have been provided in an annexure which forms part of the Directors' Report.

14. Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the year under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, have been provided in an annexure which forms part of the Directors' Report.

15. Risk management

The Company has constituted a Risk Management Committee, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board has approved a risk management policy which is available on the Company's website at weblink https://www.suzlon.com/NewPdf/Shareholders_Information/Corporate_ Governance Policies/2022-23/Risk Management Policy1.pdf. The Company's risk management and mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of this Annual Report. The Board has not found any risk which in its view may threaten the existence of the Company.

16. Corporate social responsibility (CSR)

The Company has constituted a CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board has approved the CSR policy which is available on the Company's website at weblink https://www.suzlon.com/ NewPdf/Shareholders Information/Corporate Governance Policies/2022-23/CSR Policy.pdf. The annual report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an annexure which forms part of the Directors' Report.

17. Annual evaluation of the Board's performance

The information pertaining to the annual evaluation of the performance of the Board, its Committees and individual directors as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of this Annual Report.

18.1 Appointment / re-appointment of executive directors:

Mr. Vinod R. Tanti is holding the Office of the Managing Director and Mr. Girish R. Tanti is holding the Office of the Executive Vice Chairman of the Company, which terms are expiring on October 6, 2025. In terms of the recommendation of Nomination and Remuneration Committee and approval of the Board at their respective meetings held on August 12, 2025, Mr. Vinod R. Tanti (DIN: 00002266) has been re-appointed as the Managing Director of the Company and Mr. Girish R. Tanti (DIN: 00002603) as the Executive Director designated as ‘Executive Vice Chairman' both for a period of five years with effect from October 7, 2025, i.e. up to October 6, 2030, on revised terms and conditions including remuneration, subject however to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

18.2 Re-appointment of directors retiring by rotation:

Mr. Girish R. Tanti (DIN: 00002603), the Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

18.3 Appointment / resignation of independent director:

Mr. Sameer Shah, the Independent Director of the Company, whose first term as an Independent Director expired on February 26, 2025, was re-appointed as an Independent Director for a second term of three years with effect from February 27, 2025 to February 26, 2028 in terms of the special resolution passed by the shareholders of the Company by way of postal ballot on February 24, 2025.

Mrs. Seemantinee Khot, the Independent Director of the Company, whose first term as an Independent Director expired on March 15, 2025, was re-appointed as an Independent Director for a second term of three years with effect from March 16, 2025 to March 15, 2028 in terms of the special resolution passed by the shareholders of the Company by way of postal ballot on February 24, 2025.

Mr. Marc Desaedeleer, the Independent Director of the Company, resigned from the directorship of the Company with effect from June 8, 2024, for the reasons stated in his resignation letter dated June 8, 2024. The Company sincerely appreciates the support extended by Mr. Marc Desaedeleer during his association with the Company.

18.4 Appointment / resignation of key managerial personnel:

During the year under review there is no change in the key managerial personnel of the Company.

18.5 Profile of directors seeking appointment / re-appointment:

Profile of the director seeking re-appointment as required to be given in terms of Regulation 36 of the Listing Regulations forms part of the Notice convening the ensuing Annual General Meeting of the Company.

19.1 As on March 31, 2025, the Company has 28 subsidiaries and 1 associate company in terms of the Companies Act, 2013, a list of which is given in Form No. AOC-1 forming part of this Annual Report. The salient features of the financial statements of the subsidiaries / associates and their contribution to the overall performance of the Company during the year under review has been provided in Form No. AOC-1 and notes to accounts respectively both forming part of this Annual Report.

19.2 Companies which became subsidiaries during the financial year under review:

During FY 25 and up to the date of this Report, following changes took place:

a. Suzlon Projects Limited (formerly known as Suyash Renewables Limited) became a wholly owned subsidiary of the Company;

b. Suzlon Western India Projects Limited (formerly known as Manas Renewables Limited) and Suzlon Southern Projects Limited (formerly known as Vakratunda Renewables Limited) became subsidiaries of Suzlon Projects Limited and both continue to be the indirect subsidiaries of the Company;

c. Gale Green Urja Limited and Varadvinayak Renewables Limited became wholly owned subsidiaries of SWE Renewables Limited and Vignaharta Renewable Energy Limited and continue to be indirect subsidiaries of the Company;

d. Anshul Green Urja Limited, SWE Green Urja Limited, Shreya Green Urja Limited, Briza Renewables Limited, Kenzo Renewables Limited, Anshul Renewables Limited, Shreya Wind Park Limited, SWE Wind Park Limited, Zella Green Urja Limited, Ethan Pawan Urja Limited, Sharayu Renewables Limited, Avyaan Wind Park Limited, Avani Wind Park Limited, Akhila Wind Park Limited and Advay Wind Park Limited became direct / indirect wholly owned subsidiaries of the Company.

19.3 Change of name of subsidiaries during the financial year under review is detailed hereunder:

Post March 31, 2025, name of following subsidiaries has been changed:

19.4 Companies which ceased to be subsidiaries / joint ventures / associates during the financial year under review:

19.5 Consolidated financial statements:

The consolidated financial statements as required in terms of Section 129(3) of the Companies Act, 2013 and the Listing Regulations have been provided along with standalone financial statements. Further, a statement containing salient features of the financial statements of the subsidiaries / associate companies / joint ventures in Form No. AOC-1 as required to be given in terms of first proviso to Section 129(3) of the Companies Act, 2013 has been provided in a separate section which forms part of this Annual Report. The financial statements including the consolidated financial statements, financial statements of the subsidiaries and all other documents are available on the Company's website at weblink https://www.suzlon.com/in-en/investor-relations/annual-accounts-subsidiaries.

19.6 Secretarial audit report of material subsidiaries:

In terms of Regulation 24A of the Listing Regulations, the secretarial audit report of the unlisted material subsidiaries given by the practicing company secretary in Form No. MR-3 has been provided in an annexure which forms part of the Directors' Report.

20. Significant and material orders passed by the regulators

During the year under review, no significant and material orders impacting the going concern status and the Company's operations in future have been passed by any Regulator or Court or Tribunal.

21. Internal financial controls and their adequacy

The details pertaining to internal financial control systems and their adequacy have been disclosed in the Management

22. Audit Committee

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board had not accepted any recommendation of the Audit Committee. The Company has formulated a whistle blower policy to provide a vigil mechanism for the employees including the Directors of the Company to report their genuine concerns about unethical behaviour, actual or suspected frauds or violation of the Company's code of conduct for the directors and senior management and the code of conduct for prevention of insider trading and which also provides for safeguards against victimisation.

The Whistleblower Policy is available on the Company's website at weblink https://www.suzlon.com/NewPdf/ Shareholders Information/Corporate Governance Policies/2022-23/Whistle Blower Policy.pdf.

23.1 Statement showing details of employees drawing remuneration exceeding the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors' Report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the corporate office or the registered office of the Company.

23.2 Disclosures pertaining to the remuneration of the directors as required under Schedule V to the Companies Act, 2013:

Details pertaining to the remuneration of the Directors as required under Schedule V to the Companies Act, 2013 have been provided in the Corporate Governance Report forming part of this Annual Report.

23.3 Disclosures pertaining to payment of commission from subsidiaries in terms of Section 197(14) of the Companies Act, 2013:

During the year under review, the managing director and the whole-time director did not receive any commission / remuneration from any subsidiary of the Company.

23.4 Information pertaining to remuneration to be disclosed by listed companies in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information / details pertaining to the remuneration to be disclosed by the listed companies in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in an annexure which forms part of the Directors' Report.

23.5 Employees stock option plan (ESOP):

The Company has implemented the ESOP 2022 for its employees and employees of its subsidiaries in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Regulations), 2021 ("SEBI SBEB Regulations"), the details of which have been provided in the notes to the standalone financial statements which forms part of this Annual Report. During the year under review, there was no change in the Scheme.

In terms of Regulation 14 of the SEBI SBEB Regulations, the details as specified in Part F of Schedule 1 to these Regulations along with the copy of the Scheme are available on the Company's website at https://www.suzlon. com/in-en/investor-relations/notices-announcements/other-disclosures.

Further, in terms of Regulation 13 of the SEBI SBEB Regulations, the Company has obtained a certificate from the Secretarial Auditor of the Company stating that the ESOP 2022 has been implemented in accordance with these regulations read with the special resolution passed by the shareholders of the Company on September 29, 2022, a copy of which is available for inspection at the Registered Office and Corporate Office of the Company during specified business hours and the same is also available on the website of the Company www.suzlon.com to facilitate online inspection till the conclusion of the ensuing Annual General Meeting of the Company.

24. Related party disclosures and management discussion and analysis report

The disclosures pertaining to the related party transactions as required to be given in terms of Para A read with Para C of Schedule V of the Listing Regulations have been provided in an annexure which forms part of the Directors' Report. Further, in terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the operations and the financial position of the Company has been provided in a separate section which forms part of this Annual Report.

25. Corporate governance report

I n terms of Para C of Schedule V of the Listing Regulations, a detailed report along with the auditors' certificate of compliance on Corporate Governance has been provided in a separate section which forms part of this Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

26. Business responsibility and sustainability report

I n terms of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report along with Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 has been provided in a separate section which forms part of this Annual Report.

27. Transfer to investor education and protection fund ("IEPF") set up by the Government of India

During the year under review, the Company was not required to transfer any unpaid or unclaimed dividend to the IEPF set up by the Government of India.

In terms of the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2019 (the "IEPF Rules"), Mrs. Geetanjali S.Vaidya, the Company Secretary and Compliance Officer of the Company, has been designated as the Nodal Officer of the Company for the purpose of the IEPF Rules.

28.1 Details of deposits in terms of Rule 8(5) of the Companies (Accounts) Rules, 2014:

During the year under review, the Company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013.

28.2 Details of equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014:

During the year under review, the Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise.

28.3 Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014:

During the year under review, the Company has not issued any sweat equity shares.

28.4 Details of shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees in terms of Section 67 of the Companies Act, 2013:

Not applicable.

28.5 Detailed reasons for revision of financial statements and report of the Board in terms of Section 131(1) of the Companies Act, 2013:

The Company has not revised its financial statements or the Directors' Report during the year under review in terms of Section 131 of the Companies Act, 2013.

28.6 Disclosures in terms of sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

The Company has complied with the provisions relating to the constitution of an Internal Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which entertains the complaints made by any aggrieved woman. The details of complaints received during the year under review have been provided in the Corporate Governance report forming part of this Annual Report.

28.7 Disclosures pertaining to compliance with Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards.

28.8 Disclosures pertaining to credit rating:

Details pertaining to credit ratings obtained by the Company have been provided in the Corporate Governance report forming part of this Annual Report.

28.9 Details pertaining to application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016):

During the year under review, there are no proceedings admitted or pending against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal or other courts.

28.10 Statement with respect to compliance with the provisions relating to the Maternity Benefits Act, 1961:

During the year under review, the Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

29. Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from the government and semi-government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government of India, all state level nodal agencies and all state electricity boards. The Directors are thankful to all the lenders, bankers and financial institutions for their support to the Company. The Directors place on record their appreciation for continued support provided by the esteemed customers, suppliers, lenders, consultants and the shareholders. The Directors also acknowledge the hard work, dedication and commitment of the employees - their enthusiasm and unstinting efforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players in the wind industry.