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SUZLON ENERGY LTD.

24 August 2026 | 03:59

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE040H01021 BSE Code / NSE Code 532667 / SUZLON Book Value (Rs.) 7.11 Face Value 2.00
Bookclosure 10/09/2024 52Week High 62 EPS 2.30 P/E 20.45
Market Cap. 64673.22 Cr. 52Week Low 38 P/BV / Div Yield (%) 6.62 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors (the “Board”] have pleasure in presenting the Thirty First Annual Report of your Company
together with the audited standalone and consolidated Ind AS financial statements for the year ended March 31, 2026.

1. Financial result

The audited standalone and consolidated Ind AS financial results for the financial year ended March 31, 2026
are as under:

Particulars

Standalone

Consolidated

FY26

FY25

FY26

FY25

Revenue from operations

15,053.58

10,161.60

16,679.11

10,851.32

Other operating income

37.95

36.12

52.73

38.42

Earnings before interest, tax, depreciation and
amortisation (EBITDA]

2,821.81

1,664.26

3,022.38

1,857.23

Less: Depreciation and amortisation expense

189.65

166.85

318.45

259.19

Earnings before interest and tax (EBIT]

2,632.16

1,497.41

2,703.93

1,598.04

Add: Finance income

154.13

102.31

109.94

103.39

Less: Finance cost

417.74

228.86

462.15

254.80

Profit before tax before exceptional items

2,368.55

1,370.86

2,351.72

1,446.63

Less: Exceptional loss/ (gain] items

(1,178.40]

(102.86]

(70.00]

-

Profit before tax

3,546.95

1,473.72

2,421.72

1,446.63

Less: Tax expense

(564.06]

(631.00]

(741.67]

(625.00]

Profit after tax

4,111.01

2,104.72

3,163.39

2,071.63

Share of profit of associates

-

-

-

-

Net profit for the year

4,111.01

2,104.72

3,163.39

2,071.63

Other comprehensive income/ (loss], net of tax

1.34

5.98

8.01

(23.33]

Total comprehensive income/ (loss], net of tax

4,112.35

2,110.70

3,171.40

2,048.30

2. Company’s performance

2.1 On a standalone basis, the Company achieved revenue from operations of R15,053.58 Crore and EBIT of
R2,632.16 Crore as against R10,161.60 Crore and R1,497.41 Crore respectively in the previous year. Net
profit for the year under review is R4,111.01 Crore as compared to R2,104.72 Crore in the previous year.

2.2 On consolidated basis, the Group achieved revenue from operations of R16,679.11 Crore and EBIT of
R2,703.93 Crore as against R10,851.32 Crore and R1,598.04 Crore respectively in the previous year. Net
profit for the year under review is R3,163.39 Crore as compared to R2,071.63 Crore in the previous year.

3. Appropriations3.1 Dividend

With a view to conserve resources, the Board does not 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.su7lnn.com/pdf/investnr/
sharehnlders-infnrmatinn/cnrpnrate-gnvernance-pnlicies/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 Mergers / demergers / amalgamation / restructuring

a. A Scheme of amalgamation involving merger by absorption of Suzlon Global Services Limited [“SGSL”],
a wholly owned subsidiary of the Company, with the Company, their respective shareholders and creditors
under Sections 230 to 232 of the Companies Act, 2013 (the “Scheme of Amalgamation”) as approved by
the Honourable National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide its order dated May 8,
2025 (“NCLT Order”), became effective on May 10, 2025 from the Appointed Date of August 15, 2024.

b. Post Scheme of Amalgamation becoming effective and on signing of the Business Transfer Agreements
on May 10, 2025, the Project Division of the southern region of the Company has been transferred to
Suzlon Projects (South) Limited (formerly known as Suzlon Southern Projects Limited and prior to that,
Vakratunda Renewables Limited) and the Project Division of the western region of the Company has
been transferred to Suzlon Projects (West) Limited (formerly known as Suzlon Western India Projects
Limited and prior to that, Manas Renewables Limited), both step-down wholly owned subsidiaries of the
Company, 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 the transfer date.

c. A Scheme of Arrangement in the nature of Reorganisation and Reclassification of Reserves of the
Company under Sections 230 and 231 read with Section 52 and 66 of the Companies Act, 2013 was
approved by the NCLT on April 29, 2026, which became effective on May 5, 2026 from the Appointed
Date of September 30, 2024.

In terms of the Scheme of Arrangement, negative balance in the Retained Earnings of the Company as
on the Appointed Date has been adjusted chronologically against the following reserves, viz., Capital
Reserve, Capital Contribution, Capital Redemption Reserve, Securities Premium, and General Reserve.
Further, the balance in the General Reserve Account has been reclassified to the Retained Earnings
Account. The detailed disclosures pertaining to financial impact of the Scheme of Arrangement have
been given in the Notes to the Financial Statements forming part of this Annual Report.

5. Capital and debt structure5.1 Authorised share capital

The Authorised Share Capital of the Company has increased from R11,000.00 Crore divided into 5,500 Crore

equity shares of R2 each to R21,053.00 Crore divided into 10,526.50 Crore equity shares of R2 each in terms

of the NCLT Order approving the Scheme of Amalgamation.

Accordingly, the Authorised Share Capital of the Company as on March 31, 2026 and as on the date of this

Report is R21,053.00 Crore divided into 10,526.50 Crore equity shares of R2 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 of R2 each pursuant to exercise of the options granted under Employee
Stock Option Plan 2022 (“ESOP 2022”) as per the details given below:

Date of allotment

No. of equity shares

Exercise price ^

April 17, 2025

99,000

5.00

May 8, 2025

124,000

5.00

May 24, 2025

12,805,250

5.00

5,019,250

30.00

7,342,500

24.00

Date of allotment

No. of equity shares

Exercise price ^

June 6,2025

13,845,750

5.00

2,210,000

30.00

5,094,500

24.00

June 20,2025

2,967,500

5.00

335,000

30.00

342,000

24.00

July 9, 2025

1,659,500

5.00

991,000

30.00

382,500

24.00

August 6, 2025

2,348,750

5.00

1,149,000

30.00

887,500

24.00

September 10, 2025

1,767,250

5.00

470,000

30.00

October 11, 2025

745,000

5.00

3,000

30.00

500,000

24.00

November 12, 2025

1,120,750

5.00

805,000

30.00

December 5, 2025

20,000

5.00

70,000

30.00

500,000

24.00

January 8, 2026

553,250

5.00

2,000

30.00

February 13, 2026

650,000

5.00

1,070,000

30.00

March 11, 2026

72,000

5.00

5,000

30.00

April 13, 2026

244,500

5.00

412,500

24.00

May 13, 2026

120,000

5.00

75,000

30.00

Accordingly, the paid-up share capital of the Company as on March 31, 2026 is ^2,742.94 Crore divided into
13,714,682,759 fully paid-up equity shares having a face value of ^2.00 each and the paid-up share capital
of the Company as on the date of this Report is ^2,743.11 Crore comprising of 13,715,534,759 fully paid-up
equity shares having a face value of ^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 FY25 is available on the Company’s website at weblinkhttps://www.
su7lnn.cnm/pdf/investnr/nther-disclnsures/annual-return/FORM-NO-MGT-7-2025.pdf. The due date for filing
annual return for FY26 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 the meetings of the Board 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. in 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. Sameer Shah, Mrs. Seemantinee Khot and Mr. Girish
Vanvari, 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/pdf/investor/shareholders-information/corporate-governance-policies/Board
Diversity Policy.pdf
and

https://www.su7lnn.cnm/pdf/investnr/sharehnlders-infnrmatinn/cnrpnrate-gnvernance-pnlicies/Nnminatinn
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.

11. Auditors and auditors’ observations
11.1Statutory auditor

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. In respect of the auditors’ observation in standalone and consolidated financial statements related
to restatement of comparative financial information to give effect to the Scheme of Arrangement
(hereinafter referred to as “Scheme”] approved by National Company Law Tribunal vide its order
dated April 29, 2026:

It is clarified that the Company has given accounting effect to the Scheme of Arrangement in
accordance with the generally accepted accounting principles in India as specified and in accordance
with the Scheme. The effective date as mentioned in the Scheme and as approved by the NCLT is
September 30, 2024, and thus the comparative financial information for the year ended March 31,
2025, has been restated in the accompanying standalone and consolidated financial statements.

ii. In 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, 2026, the Company and its
domestic subsidiaries used SAP ECC as its accounting software from April 1, 2025, to April 30,
2025, during which period the audit trail feature was enabled and operated at the application level.
The Company migrated to SAP S/4 HANA with effect from May 2025, and the audit trail feature at
both the application and database level was enabled and remained operative from May 11, 2025,
onwards. However, the audit trail at the database level was not operative for the initial period
from May 1, 2025, to May 10, 2025, and in few domestic subsidiaries from April 1, 2025, to May
10, 2025. Further, no instance of tampering with the audit trail was observed post the period when
such feature was enabled, and the audit trail has been preserved in accordance with applicable
statutory record retention requirements.

iii. In respect of the auditors’ observation in standalone financial statements regarding slight delay
in few cases in depositing certain statutory dues:

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

11.2Secretarial auditor

a. M/s. Chirag Shah and Associates, Company Secretaries (Firm Registration No. P2000GJ0 69200), were
appointed as the Secretarial Auditors of the Company to hold office from the conclusion of the Thirtieth
Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting to conduct the
audit of the Secretarial Records of the Company from FY26 to FY30. A secretarial audit report in Form
No.MR-3 given by the secretarial auditor for the year ended March 31, 2026 has been provided as an
annexure which forms part of the Directors’ Report.

b. Secretarial auditors’ observation(s) in secretarial audit report for FY26 and directors’
explanation thereto:

In respect of Secretarial Auditor’s observation in the Secretarial Audit Report regarding joining of Chief
Financial Officer (“CFO”) after the stipulated period of 3 months:

It is clarified that while the vacancy in the office of the CFO was filled by the Board within a period of
3 months in terms of Regulation 26A(2), however CFO joined after the stipulated period of 3 months.
As on March 31, 2026, and as on the date of this Report, the Company is in compliance with Regulation
26A of the Listing Regulations.

11.3Cost 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), were appointed as the cost auditors for conducting audit of the cost accounting records of the
Company for FY26. The due date of submitting the cost audit report by the cost auditor to the Company for
FY26 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 FY25 dated August 12, 2025 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 September 9, 2025.

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 FY27 at a remuneration of ^0.075 Crore, which
remuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting of
the Company.

11.4Internal auditor

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014,
Mr. Bharat Ramani, Chartered Accountant (Membership No.110629), was appointed as the Internal Auditor
of the Company w.e.f. October 31, 2025 in place of Mr. Shyamal Budhdev, Chartered Accountant (Membership
No.43952), who retired on October 30, 2025.

11.5Details 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 the Central Government,
Board 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/pdf/investor/shareholders-
information/corporate-governance-policies/Risk-management-policy2026.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/pdf/investor/shareholders-information/corporate-governance-policies/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. Directors / key managerial personnel appointed / resigned during the financial year under review
and up to the date of this Report
18.1 Appointment / re-appointment of executive directors:

During the year under review, Mr. Vinod R.Tanti (DIN: 00002266) was re-appointed as the Managing
Director of the Company and Mr. Girish R.Tanti (DIN: 00002603) was re-appointed as the Executive Director
designated as ‘Executive Vice Chairman’ of the Company, 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 in terms
of the resolution passed by the shareholders at the Thirtieth Annual General Meeting of the Company.

18.2 Re-appointment of directors retiring by rotation:

Mr. Vinod R.Tanti (DIN: 00002266), the Chairman & Managing 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:

During the year under review, Mr. Per Hornung Pedersen (DIN: 07280323) ceased to be Director of the
Company with effect from September 28, 2025 on completion of two terms as an Independent Director.

Mr. Girish Vanvari (DIN: 07376482) was appointed as an Additional Director in the capacity of and as an
Independent Director of the Company for a term of five years with effect from February 24, 2026 to February
23, 2031, which was approved by the shareholders on May 11, 2026 by way of postal ballot.

Post March 31, 2026, Mr. Gautam Doshi (DIN: 00004612) ceased to be the Director of the Company with
effect from May 4, 2026 on completion of two terms as an Independent Director.

18.4Appointment / resignation of key managerial personnel:

During the year under review following changes took place in the key managerial personnel of the Company:

a. Mr. Himanshu Mody resigned as the Group Chief Financial Officer of the Company with effect from the
close of the business hours of August 31, 2025;

b. Mr. Rahul Jain was appointed as the Chief Financial Officer and a Key Managerial Personnel of the
Company, to act as the Group Chief Financial Officer, with effect from December 15, 2025;

c. Mr. J.P.Chalasani was elevated as member of the Group Executive Council with effect from
February 24, 2026, and was designated as a Key Managerial Personnel of the Company in terms of
Section 2(51)(v) of the Companies Act, 2013; and

d. Mr. Ajay Kapur was appointed as the Chief Executive Officer and a Key Managerial Personnel of the
Company, to act as the Group Chief Executive Officer, with effect from February 24, 2026.

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. Subsidiaries

19.1 As on March 31, 2026, the Company has 43 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 / associate company 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 direct / indirect subsidiaries during the financial year under review:

Sr.

No.

Name of the entity

Country

1.

Anshul Green Urja Limited

India

2.

SWE Green Urja Limited

India

3.

Shreya Green Urja Limited

India

4.

Briza Renewables Limited

India

5.

Kenzo Renewables Limited

India

6.

Shreya Wind Park Limited

India

7.

Anshul Renewables Limited

India

8.

SWE Wind Park Limited

India

9.

Ethan Pawan Urja Limited

India

10.

Zella Green Urja Limited

India

11.

Sharayu Renewables Limited

India

12.

Avani Wind Park Limited

India

13.

Avyaan Wind Park Limited

India

14.

Akhila Wind Park Limited

India

15.

Advay Wind Park Limited

India

19.3 Change of name of subsidiaries during the financial year under review and up to the date of
this Report is detailed hereunder:

Sr.

No.

Old name of the subsidiary

New name

Effective date

1.

Suzlon Gujarat Wind Park Limited

Suzlon Renewable Development Limited

April 22, 2025

2.

Vakratunda Renewables Limited

Suzlon Southern Projects Limited
Suzlon Projects (South) Limited

April 22, 2025
April 27, 2026

3.

Manas Renewables Limited

Suzlon Western India Projects Limited
Suzlon Projects (West) Limited

April 29, 2025
April 27, 2026

4.

Suyash Renewables Limited

Suzlon Projects Limited

May 28,2025

5.

Suzlon Shared Services Limited

Freya Renewables Limited

August 18, 2025

6.

Vignaharta Renewable Energy Limited

Suzlon Green Limited

May 4, 2026

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

Sr.

No.

Name of the entity

Country

Remarks

1.

Suzlon Global Services Limited

India

Merged with the Company w.e.f. May 10, 2025
from the appointed date of August 15, 2024

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.su7lnn.cnm/investnrs/
subsidiary-financial-reports/.

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 Discussion and Analysis Report forming part of this Annual Report.

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 weblinkhttps://wwwÝsu7lnnÝcnm/pdf/investnr/
shareholders-information/corporate-governance-policies/Whistle-Blower-Policy2026.pdf.

23. Particulars of employees

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.

23.4Information 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.su7lnn.cnm/investnrs/nther-disclnsures/esnp/.

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 Regulation 13 of the SEBI SBEB 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.suzlnn.cnmto 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

In 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

In 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. Other disclosures28.1 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 of the
Institute of Company Secretaries of India.

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 also thankful
to all the lenders for their support to the Company. The Directors also place on record their appreciation for the
continued support provided by the esteemed customers, suppliers, 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.

For and on behalf of the Board of Directors

Vinod R.Tanti

Place: Pune Chairman and Managing Director

Date: May 25, 2026 DIN: 00002266