The Board of Directors (the ‘Board’) have pleasure in presenting the Thirtieth Annual Report of your Company together with theaudited standalone and consolidated Ind AS financial statements for the year ended March 31, 2025.
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 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 andamortisation (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
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
659.49
Less: Tax expense
(631.00)
(625.00)
(0.86)
Profit after tax
2,104.72
2,071.63
660.35
Share of profit of associates
Net profit for the year
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. ReferNote 1 of the standalone financial statements.
2.1 On a standalone basis, the Company achieved revenue from operations of ? 10,161.60 Crore and EBIT of ? 1,497.41Crore as against ? 5,834.35 Crore and ? 769.38 Crore respectively in the previous year. Net profit for the year underreview 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 ? 1,598.04Crore as against ? 6,496.84 Crore and ? 839.28 Crore respectively in the previous year. Net profit for the year underreview is ? 2,071.63 Crore as compared to ? 660.35 Crore in the previous year.
In view of accumulated losses, the Board expresses its inability to recommend any dividend on the equity shares forthe year under review. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), the Company has adopted a dividenddistribution 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
During the year under review, the Company was not required to transfer any amount to any reserves.
During the year under review and up to the date of this Report, the following material events took place:
a. The Board at its Meeting held on August 6, 2024 approved the acquisition of the equity shares representing76% of the equity share capital of Renom Energy Services Private Limited (“Renom”), a Multi BrandOperations and Maintenance service (“MBOMS”) provider in the Country, in multiple tranches to makeRenom a subsidiary of the Company. On September 6, 2024, the Company completed acquisition of equityshares representing 51% equity share capital of Renom. As on the date of this Report, the Company holds60.83% 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”). Immediatelyfollowing the sale, the property was leased back to the Company for a term of five years, with rights tosub-lease and license the premises.
a. A Scheme of amalgamation involving merger by absorption of Suzlon Global Services Limited (the “TransferorCompany” or “SGSL”), a wholly owned subsidiary of the Company, with the Company (the “TransfereeCompany”), 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 Orderwith 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 theCompany, its shareholders and creditors under Sections 230 and 231 read with Section 52 and Section 66of the Companies Act, 2013 (the “Scheme”), subject to requisite statutory / regulatory approvals includingthe approval of the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditorsof the Company, Honourable National Company Law Tribunal, Ahmedabad Bench (“NCLT”) and such otherstatutory 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 fromNational Stock Exchange of India Limited and BSE Limited, both dated July 3, 2025, with ‘no adverseobservations’ 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 theCompany (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 theCompany have taken place on May 10, 2025 on a going concern and on an “as-is-where-is” basis with all the assetsand liabilities, for a lumpsum consideration at a value not less than fair market value of the net assets as per Rule11UAE of the Income Tax Rules, 1962 on transfer date.
During the year under review, the Authorised Share Capital of the Company has increased from ? 11,000.00 Croredivided into 5,500 Crore equity shares of ? 2 each to ? 21,053.00 Crore divided into 10,526.50 Crore equity sharesof ? 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 GlobalServices Limited, a wholly owned subsidiary of the Company, with the Company effective from May 10, 2025 fromthe 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 Reportis ? 21,053.00 Crore divided into 10,526.50 Crore equity shares of ? 2 each.
a. During the year under review and up to the date of this report, the Securities Issue Committee of the Boardhas 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 equityshares of f 2 each
Exercise price f
June 12, 2024
21,023,500
5.00
July 22, 2024
9,551,375
August 14, 2024
5,433,037
September 13, 2024
4,728,750
October 17, 2024
1,438,875
November 22, 2024
664,000
December 18, 2024
432,563
January 10, 2025
250,000
February 14, 2025
650,250
March 19, 2025
60,000
April 17, 2025
99,000
May 8, 2025
124,000
12,805,250
May 24, 2025
5,019,250
30.00
7,342,500
24.00
13,845,750
June 6, 2025
2,210,000
5,094,500
2,967,500
June 20, 2025
335,000
342,000
16,59,500
July 9, 2025
9,91,000
3,82,500
2,348,750
August 6, 2025
1,149,000
887,500
b. During the year under review, the Board, at its meeting held on May 24, 2024 approved forfeiture of8,194,063 partly paid-up equity shares of ? 2.00 each of the Company bearing ISIN IN9040H01011 onwhich the first and final call money of ? 2.50 per share (of which ? 1.00 was towards face value and ? 1.50was towards securities premium) was unpaid. Out of the said 8,194,063 forfeited shares, corporate actionfor forfeiture of 145,559 shares in NSDL was rejected for various reasons pertaining to the shareholdersand 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 into13,648,726,509 fully paid-up equity shares having a face value of ? 2.00 each. The paid-up share capital of theCompany as on the date of this Report is ? 2,741.26 Crore comprising of 13,706,329,509 fully paid-up equity shareshaving a face value of ? 2.00 each.
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 iswithin a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same withthe Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the websiteof the Company as is required in terms of Section 92(3) of the Companies Act, 2013.
The details pertaining to number and dates of board meetings held during the year under review have been provided inthe Corporate Governance Report forming part of this Annual Report.
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 withproper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyat 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 inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and forpreventing 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 financialcontrols 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 thatsuch systems were adequate and operating effectively.
In terms of Section 149(7) of the Companies Act, 2013, Mr. Per Hornung Pedersen, Mr. Sameer Shah, Mrs. SeemantineeKhot and Mr. Gautam Doshi, the Independent Directors of the Company, have given a declaration to the Companythat they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and theListing Regulations and there has been no change in the circumstances which may affect their status as IndependentDirectors. Further, they have also given a declaration that they have complied with the provisions of the Code of Ethicsfor Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in Schedule IVto 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 theypossess requisite knowledge, qualifications, experience (including proficiency) and expertise in their respective fields.
In accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations, the Company has adopted Policyon 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 theCorporate Governance Report forming part of this Annual Report.
a. M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013), wereappointed as the Statutory Auditors of the Company to hold office from the conclusion of the Twenty SeventhAnnual 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.
i. I n respect of the auditors’ observation in standalone financial statements related to restatement ofcomparative period pursuant to Scheme of Amalgamation (the ‘Scheme’) between the Company and itserstwhile wholly-owned subsidiary, namely, Suzlon Global Services Limited (referred to as ‘TransferorCompany’), 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 witheffect from appointed date of August 15, 2024. The Company has given accounting effect to the businesscombination in accordance with the Scheme and the accounting principles prescribed under Appendix C ofInd AS 103, Business Combinations, applicable to common control business combinations. Accordingly, thecomparative financial information for the year ended March 31,2024 has been restated in the accompanyingstandalone 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 toenablement of audit trail feature at database level as per the requirement by the Ministry of CorporateAffairs (MCA).
It is clarified that the Company and its domestic subsidiaries uses an accounting software for maintainingits books of account. During the year ended March 31, 2025, the Company and its domestic subsidiarieshave enabled audit trail (edit log), which has operated throughout the year at the application level for allrelevant transactions recorded in the accounting software. The Company and its domestic subsidiarieshas not enabled the feature of recording audit trail (edit log) at the database level for the said accountingsoftware 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 statesthat enabling audit trail at database level consumes significant storage space on the disk and can impactdatabase performance significantly. The end user does not have any access to database to make directdata changes (create, change, delete) at database level.
iii. In respect of the auditors’ observation in standalone financial statements regarding slight delay in few casesin depositing professional tax:
It is clarified that the delay arose on account of technical issues.
a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. ChiragShah, 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 secretarialaudit report in Form No. MR-3 given by the secretarial auditor has been provided in an annexure whichforms 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 RegistrationNo.P2000GJ069200), as the Secretarial Auditors of the Company to hold office for a term of five yearsfrom the conclusion of the ensuing Thirtieth Annual General Meeting till the conclusion of the Thirty FifthAnnual General Meeting of the Company to be held in the year 2030 to conduct the audit of the SecretarialRecords of the Company for the financial year 2025-26 up to the financial year 2029-30 in terms of theamended Listing Regulations.
b. Secretarial auditors’ observation(s) in secretarial audit report for FY 25 and directors’ explanationthereto: None.
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) ofthe Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Companyfor the year under review. M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Registration No.000611), had beenappointed as the cost auditors for conducting audit of the cost accounting records of the Company for FY 25. Thedue date of submitting the cost audit report by the cost auditor to the Company for FY 25 is within a period ofone hundred eighty days from the end of the financial year. The Company shall file a copy of the cost audit reportwithin 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 accountingrecords of the Company for FY 26 at a remuneration of ? 0.075 Crore, which remuneration shall be subject toratification by the shareholders at the ensuing Annual General Meeting of the Company.
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Mr. ShyamalBudhdev, Chartered Accountant (Membership No.43952), continues as the internal auditor of the Company.
During the year under review, there was no instance of fraud required to be reported to Central Government, Boardof Directors or Audit Committee, as the case may be, by any of the auditors of the Company in terms of Section143(12) of the Companies Act, 2013.
The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for theyear under review have been provided in the notes to the standalone financial statements which forms part of thisAnnual Report.
The particulars of contracts / arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013entered into during the year under review as required to be given in Form No. AOC-2, have been provided in an annexurewhich forms part of the Directors’ Report.
The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the year underreview 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.
The Company has constituted a Risk Management Committee, the details of which have been provided in the CorporateGovernance Report forming part of this Annual Report. The Board has approved a risk management policy which isavailable 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 strategyhas been discussed in the Management Discussion and Analysis Report forming part of this Annual Report. The Boardhas not found any risk which in its view may threaten the existence of the Company.
The Company has constituted a CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, thedetails of which have been provided in the Corporate Governance Report forming part of this Annual Report. TheBoard 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 CSRactivities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules, 2014 has been provided in an annexure which forms part of the Directors’ Report.
The information pertaining to the annual evaluation of the performance of the Board, its Committees and individualdirectors as required to be provided in terms of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) ofthe Companies (Accounts) Rules, 2014 has been provided in the Corporate Governance Report forming part of thisAnnual Report.
Mr. Vinod R. Tanti is holding the Office of the Managing Director and Mr. Girish R. Tanti is holding the Office ofthe Executive Vice Chairman of the Company, which terms are expiring on October 6, 2025. In terms of therecommendation of Nomination and Remuneration Committee and approval of the Board at their respectivemeetings held on August 12, 2025, Mr. Vinod R. Tanti (DIN: 00002266) has been re-appointed as the ManagingDirector of the Company and Mr. Girish R. Tanti (DIN: 00002603) as the Executive Director designated as ‘ExecutiveVice Chairman’ both for a period of five years with effect from October 7, 2025, i.e. up to October 6, 2030, onrevised terms and conditions including remuneration, subject however to the approval of the shareholders at theensuing Annual General Meeting of the Company.
Mr. Girish R. Tanti (DIN: 00002603), the Non-Executive Director, retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Sameer Shah, the Independent Director of the Company, whose first term as an Independent Director expiredon February 26, 2025, was re-appointed as an Independent Director for a second term of three years with effectfrom February 27, 2025 to February 26, 2028 in terms of the special resolution passed by the shareholders of theCompany by way of postal ballot on February 24, 2025.
Mrs. Seemantinee Khot, the Independent Director of the Company, whose first term as an Independent Directorexpired on March 15, 2025, was re-appointed as an Independent Director for a second term of three years witheffect from March 16, 2025 to March 15, 2028 in terms of the special resolution passed by the shareholders of theCompany by way of postal ballot on February 24, 2025.
Mr. Marc Desaedeleer, the Independent Director of the Company, resigned from the directorship of the Companywith effect from June 8, 2024, for the reasons stated in his resignation letter dated June 8, 2024. The Companysincerely appreciates the support extended by Mr. Marc Desaedeleer during his association with the Company.
During the year under review there is no change in the key managerial personnel of the Company.
Profile of the director seeking re-appointment as required to be given in terms of Regulation 36 of the ListingRegulations 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 CompaniesAct, 2013, a list of which is given in Form No. AOC-1 forming part of this Annual Report. The salient features ofthe financial statements of the subsidiaries / associates and their contribution to the overall performance of theCompany during the year under review has been provided in Form No. AOC-1 and notes to accounts respectivelyboth forming part of this Annual Report.
S.r. Name of the entityNo.
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 subsidiaryof the Company;
b. Suzlon Western India Projects Limited (formerly known as Manas Renewables Limited) and Suzlon SouthernProjects Limited (formerly known as Vakratunda Renewables Limited) became subsidiaries of Suzlon ProjectsLimited 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 SWERenewables Limited and Vignaharta Renewable Energy Limited and continue to be indirect subsidiaries ofthe 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 / indirectwholly owned subsidiaries of the Company.
Sr.
No.
Old name of the subsidiary
New name
Effective date
1.
Sirocco Renewables Limited
Suzlon Shared Services Limited
Post March 31, 2025, name of following subsidiaries has been changed:
Suzlon Gujarat Wind Park Limited
Suzlon Renewable Development Limited
April 22, 2025
2.
Vakratunda Renewables Limited
Suzlon Southern Projects Limited
3.
Manas Renewables Limited
Suzlon Western India Projects Limited
April 29, 2025
4.
Suyash Renewables Limited
Suzlon Projects Limited
May 28, 2025
S_r. Name of the entityNo.
1. SE Blades Technology B.V.
The Netherlands
Merged with AE Rotor Holding B.V with effect
2. Suzlon Energy B.V.
from February 14, 2025
3. Suzlon Global Services Limited
Merged with the Company w.e.f. May 10, 2025from the appointed date of August 15, 2024.
The consolidated financial statements as required in terms of Section 129(3) of the Companies Act, 2013 and theListing Regulations have been provided along with standalone financial statements. Further, a statement containingsalient 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 beenprovided in a separate section which forms part of this Annual Report. The financial statements including theconsolidated financial statements, financial statements of the subsidiaries and all other documents are available onthe Company’s website at weblink https://www.suzlon.com/in-en/investor-relations/annual-accounts-subsidiaries.
In terms of Regulation 24A of the Listing Regulations, the secretarial audit report of the unlisted material subsidiariesgiven by the practicing company secretary in Form No. MR-3 has been provided in an annexure which forms partof the Directors’ Report.
During the year under review, no significant and material orders impacting the going concern status and the Company’soperations in future have been passed by any Regulator or Court or Tribunal.
The details pertaining to internal financial control systems and their adequacy have been disclosed in the ManagementDiscussion 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, thedetails of which have been provided in the Corporate Governance Report forming part of this Annual Report. There hasbeen no instance where the Board had not accepted any recommendation of the Audit Committee. The Company hasformulated a whistle blower policy to provide a vigil mechanism for the employees including the Directors of the Companyto report their genuine concerns about unethical behaviour, actual or suspected frauds or violation of the Company’scode of conduct for the directors and senior management and the code of conduct for prevention of insider trading andwhich 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 inRule 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 andRemuneration of Managerial Personnel) Rules, 2014 forms part of the Directors’ Report. However, in terms ofSection 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent toall the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaining a copyof 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 theCompanies Act, 2013:
Details pertaining to the remuneration of the Directors as required under Schedule V to the Companies Act, 2013have 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 Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014:
The information / details pertaining to the remuneration to be disclosed by the listed companies in terms of Section197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 accordancewith 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 financialstatements 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 theseRegulations 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 fromthe Secretarial Auditor of the Company stating that the ESOP 2022 has been implemented in accordance withthese 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 Companyduring specified business hours and the same is also available on the website of the Company www.suzlon.comto facilitate online inspection till the conclusion of the ensuing Annual General Meeting of the Company.
The disclosures pertaining to the related party transactions as required to be given in terms of Para A read with Para Cof 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 theoperations and the financial position of the Company has been provided in a separate section which forms part of thisAnnual Report.
I n terms of Para C of Schedule V of the Listing Regulations, a detailed report along with the auditors’ certificate ofcompliance 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.
I n terms of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report along withReasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular dated July 12, 2023 hasbeen provided in a separate section which forms part of this Annual Report.
During the year under review, the Company was not required to transfer any unpaid or unclaimed dividend to the IEPFset 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 theNodal Officer of the Company for the purpose of the IEPF Rules.
During the year under review, the Company has not accepted any deposits falling within the purview of Section73 of the Companies Act, 2013.
During the year under review, the Company has not issued any equity shares with differential voting rights as todividend, voting or otherwise.
During the year under review, the Company has not issued any sweat equity shares.
Not applicable.
The Company has not revised its financial statements or the Directors’ Report during the year under review interms of Section 131 of the Companies Act, 2013.
The Company has complied with the provisions relating to the constitution of an Internal Committee, under theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which entertainsthe complaints made by any aggrieved woman. The details of complaints received during the year under reviewhave been provided in the Corporate Governance report forming part of this Annual Report.
During the year under review, the Company has complied with the applicable Secretarial Standards.
Details pertaining to credit ratings obtained by the Company have been provided in the Corporate Governancereport forming part of this Annual Report.
During the year under review, there are no proceedings admitted or pending against the Company under theInsolvency and Bankruptcy Code, 2016 before National Company Law Tribunal or other courts.
During the year under review, the Company has complied with the provisions relating to the Maternity BenefitsAct, 1961.
The Directors wish to place on record their appreciation for the co-operation and support received from the governmentand semi-government agencies, especially from the Ministry of New and Renewable Energy (MNRE), Government ofIndia, all state level nodal agencies and all state electricity boards. The Directors are thankful to all the lenders, bankersand financial institutions for their support to the Company. The Directors place on record their appreciation for continuedsupport provided by the esteemed customers, suppliers, lenders, consultants and the shareholders. The Directors alsoacknowledge the hard work, dedication and commitment of the employees - their enthusiasm and unstinting efforts haveenabled the Company to emerge stronger than ever, enabling it to maintain its position as one of the leading players inthe wind industry.
For and on behalf of the Board of DirectorsVinod R.Tanti
Place: Pune Chairman and Managing Director
Date: August 12, 2025 DIN: 00002266