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Company Information

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SUZLON ENERGY LTD.

20 October 2025 | 12:00

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE040H01021 BSE Code / NSE Code 532667 / SUZLON Book Value (Rs.) 3.29 Face Value 2.00
Bookclosure 10/09/2024 52Week High 74 EPS 1.51 P/E 35.14
Market Cap. 72785.41 Cr. 52Week Low 46 P/BV / Div Yield (%) 16.15 / 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 :2025-03 

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:

Particulars

Standalone

Consolidated

FY 25

FY 24(#)

FY 25

FY 24

Revenue from operations

10,161.60

5,834.35

10,851.32

6,496.84

Other operating income

36.12

29.81

38.42

32.25

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

1,664.26

910.91

1,857.23

1,028.88

Less: Depreciation and amortisation expense
(including impairment losses)

166.85

141.53

259.19

189.60

Earnings before interest and tax (EBIT)

1,497.41

769.38

1,598.04

839.28

Add: Other income

102.31

47.37

103.39

38.42

Less: Finance cost

228.86

144.43

254.80

164.32

Profit before tax before exceptional items

1,370.86

672.32

1,446.63

713.38

Less: Exceptional loss/ (gain) items

(102.86)

(50.85)

-

53.89

Profit before tax

1,473.72

723.17

1,446.63

659.49

Less: Tax expense

(631.00)

-

(625.00)

(0.86)

Profit after tax

2,104.72

723.17

2,071.63

660.35

Share of profit of associates

-

-

-

-

Net profit for the year

2,104.72

723.17

2,071.63

660.35

Other comprehensive income/ (loss), net of tax

5.98

3.43

(23.33)

66.47

Total comprehensive income/ (loss), net of tax

2,110.70

726.60

2,048.30

726.82

# 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 ? 10,161.60 Crore and EBIT of ? 1,497.41
Crore as against ? 5,834.35 Crore and ? 769.38 Crore respectively in the previous year. Net profit for the year under
review is ? 2,104.72 Crore as compared to ? 723.17 Crore in the previous year.

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

3. Appropriations

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:

Ý Capital Reserve;

Ý Capital Contribution;

Ý Capital Redemption Reserve;

Ý Securities Premium; and

Ý 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:

Ý 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

Ý 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. Capital and debt structure

5.1 Authorised share capital

During the year under review, the Authorised Share Capital of the Company has increased from ? 11,000.00 Crore
divided into 5,500 Crore equity shares of ? 2 each to ? 21,053.00 Crore divided into 10,526.50 Crore equity shares
of ? 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 ? 21,053.00 Crore divided into 10,526.50 Crore equity shares of ? 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:

Date of allotment

No. of equity
shares of f 2 each

Exercise price f

June 12, 2024

21,023,500

5.00

July 22, 2024

9,551,375

5.00

August 14, 2024

5,433,037

5.00

September 13, 2024

4,728,750

5.00

October 17, 2024

1,438,875

5.00

November 22, 2024

664,000

5.00

December 18, 2024

432,563

5.00

January 10, 2025

250,000

5.00

February 14, 2025

650,250

5.00

March 19, 2025

60,000

5.00

April 17, 2025

99,000

5.00

May 8, 2025

124,000

5.00

12,805,250

5.00

May 24, 2025

5,019,250

30.00

7,342,500

24.00

13,845,750

5.00

June 6, 2025

2,210,000

30.00

5,094,500

24.00

2,967,500

5.00

June 20, 2025

335,000

30.00

342,000

24.00

Date of allotment

No. of equity
shares of f 2 each

Exercise price f

16,59,500

5.00

July 9, 2025

9,91,000

30.00

3,82,500

24.00

2,348,750

5.00

August 6, 2025

1,149,000

30.00

887,500

24.00

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 ? 2.00 each of the Company bearing ISIN IN9040H01011 on
which the first and final call money of ? 2.50 per share (of which ? 1.00 was towards face value and ? 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 ? 2,729.74 Crore divided into
13,648,726,509 fully paid-up equity shares having a face value of ? 2.00 each. The paid-up share capital of the
Company as on the date of this Report is ? 2,741.26 Crore comprising of 13,706,329,509 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 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.

11. Auditors and auditors’ observations

11.1 Statutory 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. 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 ? 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. 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:

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. Subsidiaries

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:

S.r. Name of the entity
No.

Country

Remarks

1. Renom Energy Services Private Limited

India

Became a subsidiary of the Company w.e.f.
September 6, 2024

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:

Sr.

No.

Old name of the subsidiary

New name

Effective date

1.

Sirocco Renewables Limited

Suzlon Shared Services Limited

August 14, 2024

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

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

April 22, 2025

3.

Manas Renewables Limited

Suzlon Western India Projects Limited

April 29, 2025

4.

Suyash Renewables Limited

Suzlon Projects Limited

May 28, 2025

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

S_r. Name of the entity
No.

Country

Remarks

1. SE Blades Technology B.V.

The Netherlands

Merged with AE Rotor Holding B.V with effect

2. Suzlon Energy B.V.

The Netherlands

from February 14, 2025

3. 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.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
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 weblink https://www.suzlon.com/NewPdf/
Shareholders Information/Corporate Governance Policies/2022-23/Whistle Blower Policy.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.

23.4 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. Other disclosures

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.

For and on behalf of the Board of Directors
Vinod R.Tanti

Place: Pune Chairman and Managing Director

Date: August 12, 2025 DIN: 00002266