The Board of Directors (the “Board”] have pleasure in presenting the Thirty First Annual Report of your Companytogether 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, 2026are as under:
Particulars
Standalone
Consolidated
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 andamortisation (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
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
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 ofR2,632.16 Crore as against R10,161.60 Crore and R1,497.41 Crore respectively in the previous year. Netprofit 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 ofR2,703.93 Crore as against R10,851.32 Crore and R1,598.04 Crore respectively in the previous year. Netprofit 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 yearunder review. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements] Regulations, 2015 (the “Listing Regulations”], the Company has adopted a dividenddistribution policy which is available on the Company’s website at weblinkhttps://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 ofthe 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 creditorsunder Sections 230 to 232 of the Companies Act, 2013 (the “Scheme of Amalgamation”) as approved bythe 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 Agreementson May 10, 2025, the Project Division of the southern region of the Company has been transferred toSuzlon 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 hasbeen transferred to Suzlon Projects (West) Limited (formerly known as Suzlon Western India ProjectsLimited and prior to that, Manas Renewables Limited), both step-down wholly owned subsidiaries of theCompany, on a going concern and on an “as-is-where-is” basis with all the assets and liabilities, for alumpsum consideration at a value not less than fair market value of the net assets as per Rule 11UAEof the Income Tax Rules, 1962 on the transfer date.
c. A Scheme of Arrangement in the nature of Reorganisation and Reclassification of Reserves of theCompany under Sections 230 and 231 read with Section 52 and 66 of the Companies Act, 2013 wasapproved by the NCLT on April 29, 2026, which became effective on May 5, 2026 from the AppointedDate of September 30, 2024.
In terms of the Scheme of Arrangement, negative balance in the Retained Earnings of the Company ason the Appointed Date has been adjusted chronologically against the following reserves, viz., CapitalReserve, Capital Contribution, Capital Redemption Reserve, Securities Premium, and General Reserve.Further, the balance in the General Reserve Account has been reclassified to the Retained EarningsAccount. The detailed disclosures pertaining to financial impact of the Scheme of Arrangement havebeen 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 theBoard has allotted equity shares of R2 each pursuant to exercise of the options granted under EmployeeStock 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
May 24, 2025
12,805,250
5,019,250
30.00
7,342,500
24.00
June 6,2025
13,845,750
2,210,000
5,094,500
June 20,2025
2,967,500
335,000
342,000
July 9, 2025
1,659,500
991,000
382,500
August 6, 2025
2,348,750
1,149,000
887,500
September 10, 2025
1,767,250
470,000
October 11, 2025
745,000
3,000
500,000
November 12, 2025
1,120,750
805,000
December 5, 2025
20,000
70,000
January 8, 2026
553,250
2,000
February 13, 2026
650,000
1,070,000
March 11, 2026
72,000
5,000
April 13, 2026
244,500
412,500
May 13, 2026
120,000
75,000
Accordingly, the paid-up share capital of the Company as on March 31, 2026 is ^2,742.94 Crore divided into13,714,682,759 fully paid-up equity shares having a face value of ^2.00 each and the paid-up share capitalof the Company as on the date of this Report is ^2,743.11 Crore comprising of 13,715,534,759 fully paid-upequity 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 filingannual return for FY26 is within a period of sixty days from the date of annual general meeting. Accordingly, theCompany shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the sameshall be made available on the website of the Company as is required in terms of Section 92(3) of the CompaniesAct, 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 havebeen 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 andbelief that:
a. in 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany 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 inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor 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 internalfinancial controls are adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand 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. GirishVanvari, the Independent Directors of the Company, have given a declaration to the Company that they meet thecriteria of independence as specified under Section 149(6) of the Companies Act, 2013 and the Listing Regulationsand 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 forDirectors and Senior Management (including Code of Conduct for Independent Directors prescribed in ScheduleIV 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 integrityand they possess requisite knowledge, qualifications, experience (including proficiency) and expertise in theirrespective 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 adoptedPolicy on Board Diversity and the Nomination and Remuneration Policy which is available on the Company’swebsite at weblink
https://www.suzlon.com/pdf/investor/shareholders-information/corporate-governance-policies/BoardDiversity Policy.pdf and
https://www.su7lnn.cnm/pdf/investnr/sharehnlders-infnrmatinn/cnrpnrate-gnvernance-pnlicies/Nnminatinnand Remuneration Policy.pdf
The details of remuneration paid to the Executive Directors and Non-executive Directors have been provided inthe Corporate Governance Report forming part of this Annual Report.
11. Auditors and auditors’ observations11.1Statutory 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 theTwenty Seventh Annual General Meeting till the conclusion of the Thirty Second Annual General Meetingof 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 relatedto 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 orderdated April 29, 2026:
It is clarified that the Company has given accounting effect to the Scheme of Arrangement inaccordance with the generally accepted accounting principles in India as specified and in accordancewith the Scheme. The effective date as mentioned in the Scheme and as approved by the NCLT isSeptember 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 relatedto enablement of audit trail feature at database level as per the requirement by the Ministry ofCorporate Affairs (MCA):
It is clarified that the Company and its domestic subsidiaries uses an accounting software formaintaining its books of account. During the year ended March 31, 2026, the Company and itsdomestic 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 atboth 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 periodfrom May 1, 2025, to May 10, 2025, and in few domestic subsidiaries from April 1, 2025, to May10, 2025. Further, no instance of tampering with the audit trail was observed post the period whensuch feature was enabled, and the audit trail has been preserved in accordance with applicablestatutory record retention requirements.
iii. In respect of the auditors’ observation in standalone financial statements regarding slight delayin 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), wereappointed as the Secretarial Auditors of the Company to hold office from the conclusion of the ThirtiethAnnual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting to conduct theaudit of the Secretarial Records of the Company from FY26 to FY30. A secretarial audit report in FormNo.MR-3 given by the secretarial auditor for the year ended March 31, 2026 has been provided as anannexure 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 ChiefFinancial 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 of3 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 Regulation26A of the Listing Regulations.
11.3Cost auditor
The Company is required to maintain cost records as specified by the Central Government under Section148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintainedby the Company for the year under review. M/s. D. C. Dave & Co., Cost Accountants, Mumbai (RegistrationNo.000611), were appointed as the cost auditors for conducting audit of the cost accounting records of theCompany for FY26. The due date of submitting the cost audit report by the cost auditor to the Company forFY26 is within a period of one hundred eighty days from the end of the financial year. The Company shall filea 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. CostAccountants, Mumbai (Registration No.000611), have been appointed as cost auditors for conductingaudit of the cost accounting records of the Company for FY27 at a remuneration of ^0.075 Crore, whichremuneration shall be subject to ratification by the shareholders at the ensuing Annual General Meeting ofthe 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 Auditorof the Company w.e.f. October 31, 2025 in place of Mr. Shyamal Budhdev, Chartered Accountant (MembershipNo.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 Section143(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 theyear under review have been provided in the notes to the standalone financial statements which forms part ofthis 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 CompaniesAct, 2013 entered into during the year under review as required to be given in Form No.AOC-2, have been providedin an annexure which forms part of the Directors’ Report.
14. Particulars of conservation of energy, technology absorption, foreign exchange earnings andoutgo
The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for theyear under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of theCompanies (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 theCorporate Governance Report forming part of this Annual Report. The Board has approved a risk managementpolicy which is available on the Company’s website at weblinkhttps://www.suzlon.com/pdf/investor/shareholders-information/corporate-governance-policies/Risk-management-policy2026.pdf. The Company’s risk managementand mitigation strategy has been discussed in the Management Discussion and Analysis Report forming part of thisAnnual 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 weblinkhttps://www.suzlon.com/pdf/investor/shareholders-information/corporate-governance-policies/CSR Policy.pdf.The annualreport on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an annexure which formspart 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 individualdirectors 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 ofthis Annual Report.
18. Directors / key managerial personnel appointed / resigned during the financial year under reviewand up to the date of this Report18.1 Appointment / re-appointment of executive directors:
During the year under review, Mr. Vinod R.Tanti (DIN: 00002266) was re-appointed as the ManagingDirector of the Company and Mr. Girish R.Tanti (DIN: 00002603) was re-appointed as the Executive Directordesignated as ‘Executive Vice Chairman’ of the Company, both for a period of five years with effect fromOctober 7, 2025, i.e. up to October 6, 2030, on revised terms and conditions including remuneration in termsof 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 ensuingAnnual 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 theCompany 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 anIndependent Director of the Company for a term of five years with effect from February 24, 2026 to February23, 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 witheffect 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 theclose 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 theCompany, 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 fromFebruary 24, 2026, and was designated as a Key Managerial Personnel of the Company in terms ofSection 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 theCompany, 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 ListingRegulations 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 CompaniesAct, 2013, a list of which is given in Form No.AOC-1 forming part of this Annual Report. The salient featuresof the financial statements of the subsidiaries / associate company and their contribution to the overallperformance of the Company during the year under review has been provided in Form No.AOC-1 and notesto 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
3.
Shreya Green Urja Limited
4.
Briza Renewables Limited
5.
Kenzo Renewables Limited
6.
Shreya Wind Park Limited
7.
Anshul Renewables Limited
8.
SWE Wind Park Limited
9.
Ethan Pawan Urja Limited
10.
Zella Green Urja Limited
11.
Sharayu Renewables Limited
12.
Avani Wind Park Limited
13.
Avyaan Wind Park Limited
14.
Akhila Wind Park Limited
15.
Advay Wind Park Limited
19.3 Change of name of subsidiaries during the financial year under review and up to the date ofthis Report is detailed hereunder:
Old name of the subsidiary
New name
Effective date
Suzlon Gujarat Wind Park Limited
Suzlon Renewable Development Limited
April 22, 2025
Vakratunda Renewables Limited
Suzlon Southern Projects LimitedSuzlon Projects (South) Limited
April 22, 2025April 27, 2026
Manas Renewables Limited
Suzlon Western India Projects LimitedSuzlon Projects (West) Limited
April 29, 2025April 27, 2026
Suyash Renewables Limited
Suzlon Projects Limited
May 28,2025
Suzlon Shared Services Limited
Freya Renewables Limited
August 18, 2025
Vignaharta Renewable Energy Limited
Suzlon Green Limited
May 4, 2026
19.4 Companies which ceased to be subsidiaries / joint ventures / associates during the financialyear under review:
Remarks
Suzlon Global Services Limited
Merged with the Company w.e.f. May 10, 2025from 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 andthe Listing Regulations have been provided along with standalone financial statements. Further, a statementcontaining salient features of the financial statements of the subsidiaries / associate companies / jointventures in Form No.AOC-1 as required to be given in terms of first proviso to Section 129(3) of the CompaniesAct, 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 andall other documents are available on the Company’s website at weblinkhttps://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 theCompany’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 theManagement 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 includingthe Directors of the Company to report their genuine concerns about unethical behaviour, actual or suspectedfrauds or violation of the Company’s code of conduct for the directors and senior management and the code ofconduct 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 limitsspecified in Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 sentto all the shareholders of the Company and others entitled thereto. Any shareholder interested in obtaininga copy of the same may write to the Company Secretary at the corporate office or the registered office ofthe Company.
23.2 Disclosures pertaining to the remuneration of the directors as required under Schedule V tothe 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 Section197(14) of the Companies Act, 2013:
During the year under review, the managing director and the whole-time director did not receive anycommission / remuneration from any subsidiary of the Company.
23.4Information pertaining to remuneration to be disclosed by listed companies in termsof 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 termsof Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 have been provided in an annexure which forms part ofthe Directors’ Report.
23.5 Employees stock option plan (ESOP):
The Company has implemented the ESOP 2022 for its employees and employees of its subsidiaries inaccordance with the Securities and Exchange Board of India (Share Based Employee Benefits & SweatEquity Regulations), 2021 (“SEBI SBEB Regulations”), the details of which have been provided in the notesto 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 tothese Regulations along with the copy of the Scheme are available on the Company’s website athttps://www.su7lnn.cnm/investnrs/nther-disclnsures/esnp/.
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 accordancewith Regulation 13 of the SEBI SBEB Regulations read with the special resolution passed by the shareholdersof the Company on September 29, 2022, a copy of which is available for inspection at the Registered Officeand Corporate Office of the Company during specified business hours and the same is also available on thewebsite of the Company www.suzlnn.cnmto facilitate online inspection till the conclusion of the ensuingAnnual 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 readwith Para C of Schedule V of the Listing Regulations have been provided in an annexure which forms part of theDirectors’ Report. Further, in terms of Regulation 34 of the Listing Regulations, the Management Discussionand Analysis Report on the operations and the financial position of the Company has been provided in a separatesection 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’ certificateof compliance on Corporate Governance has been provided in a separate section which forms part of this AnnualReport. 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 alongwith Reasonable Assurance Statement on BRSR Core Indicators as required in terms of SEBI Circular datedJuly 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 theIEPF set up by the Government of India.
In terms of the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2019 (the “IEPFRules”), Mrs. Geetanjali S.Vaidya, the Company Secretary and Compliance Officer of the Company, has beendesignated 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 ofSection 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 rightsas to dividend, voting or otherwise.
28.3 Details of sweat equity shares in terms of Rule 8(13) of the Companies (Share Capital andDebentures) 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 notexercised 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 ofSection 131(1) of the Companies Act, 2013:
The Company has not revised its financial statements or the Directors’ Report during the year under reviewin terms of Section 131 of the Companies Act, 2013.
28.6 Disclosures in terms of sexual harassment of women at workplace (prevention, prohibitionand redressal) Act, 2013:
The Company has complied with the provisions relating to the constitution of an Internal Committee, underthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, whichentertains the complaints made by any aggrieved woman. The details of complaints received during the yearunder 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 theInstitute 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 Governancereport forming part of this Annual Report.
28.9 Details pertaining to application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016):
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.
28.10 Statement with respect to compliance with the provisions relating to the Maternity BenefitsAct, 1961:
During the year under review, the Company has complied with the provisions relating to the MaternityBenefits Act, 1961.
29. Acknowledgement
The Directors wish to place on record their appreciation for the co-operation and support received from thegovernment 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 thankfulto all the lenders for their support to the Company. The Directors also place on record their appreciation for thecontinued support provided by the esteemed customers, suppliers, consultants and the shareholders. The Directorsalso acknowledge the hard work, dedication and commitment of the employees - their enthusiasm and unstintingefforts have enabled the Company to emerge stronger than ever, enabling it to maintain its position as one of theleading 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