SUZLON ENERGY LTD. - Proxy Solicitation & Information Statement 2023

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8[th] July 2023.

National Stock Exchange of India Limited, BSE Limited, “Exchange Plaza”, P.J. Towers, Bandra-Kurla Complex, Bandra (East), Dalal Street, Mumbai-400051. Mumbai-400001.

Dear Sirs,

Sub.: Intimation of Postal Ballot Process initiated by the Company for obtaining approval of the shareholders for issuance of securities.

Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

In continuation to our letter dated 7[th] July 2023, this is to further inform that pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”, which shall include any statutory modifications, amendments or re-enactments thereto) read with General Circular Nos.14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021, 3/2022 dated 5[th] May 2022 and 11/2022 dated 28[th] December 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, the Company has initiated the process of postal ballot (“Postal Ballot”) for seeking approval of the shareholders by way of special resolution for matter as considered in the Resolution of the Postal Ballot Notice dated 7[th] July 2023 (“Notice” or “Postal Ballot Notice”) by remote e-voting only. KFin Technologies Limited, the Company’s Registrar and Share Transfer Agent (“KFin”), will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on the resolution proposed in the Postal Ballot Notice by electronic means.

In compliance with the requirements of the Act read with the MCA Circulars, the Company has, on 8[th] July 2023, completed the despatch of the Postal Ballot Notice through electronic mode to those shareholders whose email address is registered with KFin / Depository Participant(s) and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only. A copy of the Postal Ballot Notice along with Explanatory Statement and remote e-voting instructions is enclosed herewith.

The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 30[th] June 2023 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories for fully paid-up and partly paid-up shares as on the Cut-off Date only, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

The remote e-voting period commences on Monday, 10[th] July 2023 (9.00 a.m. IST) and closes on Tuesday, 8[th] August 2023 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid-up and partly paid-up shares, either in physical form or in demat form, as on the Cut-off Date, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFin for voting

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thereafter. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

The shareholders are requested to cast their vote for both fully paid-up shares (EVEN 7385) as well as partly paid-up shares (EVEN 7393), as the case may be. The voting rights of the shareholders - shall be in proportion to their shares in the paid up equity share capital of the Company as on the Cut-off Date.

The procedure for registering email address is given below:

A. Instructions for Members whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced
i. Members, who have not registered their email address, may send an email request at the email id [email protected] along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions.
ii. After receiving the e-voting instructions, please follow all the steps mentioned therein to cast vote by electronic means.
iii. It is clarified that for permanent registration of the email address,
Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16[th] March 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1 and the supporting documents can be provided by any one of the following modes:
- a) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials;
- b) Through hard copies which are self-attested, which can be shared on the address of KFin; c) Through electronic mode with e-sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx.
- Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.
Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.
B. Members who have forgotten the User ID and password, may obtain / retrieve the same in the manner mentioned below:
i. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399
Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890
ii. If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.

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iii. Members may send an email request to [email protected]. If the member is already registered with the KFin e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting.
iv. Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may be required.

In case of any queries, the shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, the shareholders may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Rangareddi-500032, Telangana, India, at email: [email protected]; 1800-309-4001 (toll free).

This is for your information as also for the information of your members and the public at large.

Thanking you,

Yours faithfully,

For Suzlon Energy Limited

GEETANJALI SANTOSH VAIDYA Digitally signed by GEETANJALI SANTOSH VAIDYA DN: c=IN, o=Personal, 2.5.4.20=1f68fbc13c0b8b3a34b3090cec1d1201ad6adf5a8af53061cc2ac9ca603245ff, postalCode=411030, st=Maharashtra, serialNumber=70e6fc9b127e425bb9cb937f96d5775c420ccc6112295e0fe8056eda8aed1812, cn=GEETANJALI SANTOSH VAIDYA Date: 2023.07.08 15:48:14 +05'30'

Geetanjali S.Vaidya, Company Secretary.

Encl.: As above.

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SUZLON ENERGY LIMITED CIN: L40100GJ1995PLC025447 Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009; Tel.: +91.79.6604 5000; website: www.suzlon.com; email id: [email protected]

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Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”) (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below))

To, The Shareholders, Suzlon Energy Limited.

NOTICE is hereby given to the shareholders of Suzlon Energy Limited (the “Company”) pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the “Act”, which shall include any statutory modifications, amendments or re-enactments thereto) read with General Circular Nos.14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 8[th] December 2021, 3/2022 dated 5[th] May 2022 and 11/2022 dated 28[th] December 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of special resolution for matter as considered in the Resolution appended below through postal ballot (“Postal Ballot”) by way of remote e-voting only.

In terms of the MCA Circulars and in compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder, the manner of voting on the proposed resolution is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e- voting are appended to this Notice.

Accordingly, in compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with KFin Technologies Limited (“KFin”), the Company’s Registrar and Share Transfer Agent, and / or the Depository Participant(s) and the hard copy - of the Postal Ballot Notice along with Postal Ballot Forms and pre paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company recommends approval of the shareholders for the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reason for the Resolution is annexed hereto.

You are requested to peruse the proposed Resolution along with its Explanatory Statement and thereafter record your assent or dissent on or before Tuesday, 8[th] August 2023 (5.00 p.m. IST) by means of remote e-voting facility provided by the Company.

1. To approve issue of Securities of the Company

To consider and if thought fit, to give ASSENT / DISSENT to the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62, 71, and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, each as amended and other applicable rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (the “ Companies Act ”) and subject to such approvals, permissions, consents and sanctions as may be necessary from, and under the rules, regulations, guidelines issued by, the Government of India (“ GOI ”), the Reserve Bank of India (“ RBI ”), Ministry of Finance (Department of Economic Affairs), Ministry of Corporate Affairs, and all other Ministries / Departments of the Government of India, Securities and Exchange Board of India (“ SEBI ”), BSE Limited (“ BSE ”), National Stock Exchange of India Limited (“ NSE ” and together with the BSE, the “ Stock Exchanges ”) and / or any other competent authorities, and such other approvals, permissions, consents and sanctions as may be necessary in terms of the provisions of the Foreign Exchange Management Act, 1999 (“ FEMA ”) and the rules and regulations framed thereunder as amended, including the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended, and the current Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“ DPIIT ”), the Reserve Bank of India Master Directions on Foreign Investment in India, 2018, as amended, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), each as amended from time to time, the uniform listing agreement entered into by the

CIN: L40100GJ1995PLC025447 Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009; Tel.: +91.79.6604 5000; website: www.suzlon.com; email id: [email protected]

SUZLON ENERGY LIMITED

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Company with the Stock Exchanges on which the equity shares (having face value of Rs.2/- each) (“ Equity Shares ”) of the Company are listed and the enabling provisions of the Memorandum and Articles of Association of the Company, and in accordance with the rules, regulations and guidelines issued by the GOI, RBI, SEBI, Stock Exchanges and any competent authorities (herein after referred to as “ Applicable Regulatory Authorities ”) and clarifications issued thereon from time to time and subject to all other necessary approvals, permissions, consents and sanctions as may be necessary or required from the Applicable Regulatory Authorities in this regard including the lenders and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall include any Committee(s) constituted / to be constituted by the Board, from time to time, to exercise its powers including powers conferred by this resolution thereof), the consent of the shareholders of the Company be and is hereby accorded to the Board to create, offer, issue and allot, such number of fully paid-up Equity Shares and / or Convertible Bonds (CBs), and / or non-convertible instruments and / or any other instruments and / or combination of instruments with or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form (hereinafter collectively referred to as the “ Securities ”) or any combination of the Securities, in one or more tranches, denominated in Rupee, in the course of domestic offering(s) in the domestic market, through one of more private offerings or Qualified Institutions Placement (“ QIP ”) and / or any combination thereof, through issue of an offer document and / or preliminary placement document, placement document or other permissible / requisite offer document to any eligible person, including Qualified Institutional Buyers as defined under the SEBI ICDR Regulations (“ QIBs ”) in accordance with Chapter VI of the SEBI ICDR Regulations or otherwise, and / or to any person including resident or non-resident investors (whether institutions, body corporates, mutual funds, trusts and / or individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign portfolio investors (other than individuals, corporate bodies and family offices), qualified foreign investors, insurance companies, pension funds, Foreign Institutional Investors, Indian and / or Multilateral Financial Institutions, Non-Resident Indians, Employees of the Company and / or any other categories of investors, whether they be holders of Equity Shares of the Company or not (collectively called the “ Investors ”) as may be decided by the Board in its discretion, and permitted under applicable laws and regulations, in consultation with the lead managers, for an aggregate consideration not exceeding Rs.2,000 Crores (Rupees Two Thousand Crores Only) (inclusive of such premium as may be fixed on such Securities), by offering such Securities at such time or times, at such price or prices (payable in cash or kind or in exchange of / upon conversion of existing Securities), at a discount or premium to the market price or prices permitted under applicable laws, with authority to retain oversubscription up to such percentage as may be permitted (within the aggregate limit of Rs.2,000 Crores), in such manner and on such terms and conditions including security, rate of interest, etc., as may be decided by and deemed appropriate by the Board in its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of all other categories of Investors at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary in consultation with the lead managers and / or other advisors, or otherwise on such terms and conditions and deciding of other terms and conditions like number of Equity Shares to be issued and allotted, fixing of record date or book closure, if required, as the Board in its absolute discretion may deem fit and appropriate, in each case, subject to the applicable laws.”

“RESOLVED FURTHER THAT if any issue and allotment of Securities is made by way of a QIP in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “ Eligible Securities ” within the meaning of the SEBI ICDR Regulations):

(a) the allotment of Eligible Securities shall only be to successful eligible QIBs as defined in the SEBI ICDR Regulations;
(b) the allotment of the Eligible Securities, or any combination of Eligible Securities as may be decided by the Board shall be completed within a period of 365 days from the date of passing of the special resolution by the shareholders of the Company or such other time as may be allowed under the SEBI ICDR Regulations, Companies Act, and/or applicable and relevant laws/guidelines, from time to time;
(c) the Equity Shares issued and allotted or allotted upon conversion of such Eligible Securities shall rank pari passu in all respects including entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company as may be provided under the terms of the QIP and in accordance with the placement document(s);
(d) no partly paid-up Equity Shares shall be issued / allotted;
(e) the Eligible Securities allotted shall not be eligible to be sold by the allottee for a period of 1 year from the date of allotment, except on a recognised stock exchange, or except as may be permitted from time to time under the SEBI ICDR Regulations;
(f) no single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be as per the SEBI ICDR Regulations;
(g) the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board or any Committee duly authorised by the Board decides to open the issue of Equity Shares, subsequent to the receipt of shareholders’ approval in terms of provisions of the Companies Act, 2013 and other applicable laws, rules, regulations and

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guidelines in relation to the proposed issue and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations;

(h) in the event that convertible securities and / or warrants which are convertible into Equity Shares of the Company are issued along with non-convertible instruments to QIBs under Chapter VI of the SEBI ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open the issue of such convertible securities and / or warrants simultaneously with non-convertible instruments or the date on which the holders of such convertible securities become entitled to apply for Equity Shares, as may be decided by the Board and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations;
(i) any issue of Eligible Securities shall be at such price which is not less than the price determined in accordance with the applicable provisions of Regulation 176 provided under Chapter VI of the SEBI ICDR Regulations and applicable law (the “ QIP Floor Price ”). The Board may in its discretion, in accordance with applicable law and in consultation with the lead managers appointed for the QIP, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the QIP Floor Price;
(j) no allotment shall be made, either directly or indirectly, to any person who is a promoter or any person related to promoters in terms of the SEBI ICDR Regulations and
(k) the Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed in the SEBI ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions.”

“RESOLVED FURTHER THAT:

(a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company; and
(b) the underlying equity shares shall rank pari passu in all respects including entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects as may be provided under the terms of issue and in accordance with the offer document(s).”

“RESOLVED FURTHER THAT the issue of Equity Shares underlying the Securities to the holders of the Securities shall, inter alia, be subject to the following terms and conditions, subject to compliance with applicable law:

(a) in the event of the Company making a bonus issue by way of capitalisation of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;
(b) in the event of the Company making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares shall stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders;
(c) in the event of any merger, amalgamation, takeover or any other re-organisation or any such corporate action, if and as required, the number of Equity Shares, the price and the time period as aforesaid shall be suitably adjusted; and
(d) in the event of consolidation and / or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of stock split) or re-classification of the Securities into other securities and / or involvement in such other event or circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made.”

“RESOLVED FURTHER THAT the net proceeds from the issue of Equity Shares would be utilised at various stages for the usage of one or more, or any combination of the following: (i) repayment or prepayment of debt availed by the Company and / or its Subsidiaries, (ii) working capital requirements of the Company and its Subsidiaries, (iii) cash margin for non-fund based working capital including letters of comfort, (iv) investment in Subsidiaries, (v) capital expenditure, (vi) any cost incurred towards the objects of the issue, (vii) meeting various expenditure of the Company including contingencies, or (viii) general corporate purposes.”

“RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the

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terms and conditions in relation to payment of interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price of the Securities during the duration of the Securities and the Board be and is hereby authorised in its absolute discretion in such manner as it may deem fit, to dispose off such of the Securities that are not subscribed.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint lead managers, underwriters, guarantors, depositories, custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memorandum, documents, etc., with such agencies and also to seek the listing of such Securities on one or more Stock Exchange(s).”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorised to negotiate, modify, sign, execute, register, deliver including sign any declarations required in connection with the private placement offer letter, information memorandum, the draft offer document, offer letter, offer document, preliminary placement document or placement document, offer circular or placement document for issue of the Securities, term sheet, issue agreement, registrar agreement, escrow agreement, underwriting agreement, placement agreement, consortium agreement, trustee agreement, trust deed, subscription agreement, purchase agreement, agency agreement, monitoring agency agreement, agreements with the depositories, security documents, and other necessary agreements, memorandum of understanding, deeds, general undertaking / indemnity, certificates, consents, communications, affidavits, applications, as applicable (including those to be filed with the regulatory authorities, if any) (the “ Transaction Documents ”) (whether before or after execution of the Transaction Documents) together with all other documents, agreements, instruments, letters and writings required in connection with, or ancillary to, the Transaction Documents (the “Ancillary Documents”) as may be necessary or required for the aforesaid purpose including to sign and / or dispatch all forms, filings, documents and notices to be signed, submitted and / or dispatched by it under or in connection with the documents to which it is a party as well as to accept and execute any amendments to the Transaction Documents and the Ancillary Documents and further to do all such other acts, deeds mentioned herein as they may deem necessary in connection with the issue of the Securities in one or more tranches from time to time and matters connected therewith.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering, all such equity shares ranking pari passu with the existing Equity Shares of the Company in all respects.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised to determine the form, terms and timing of the issue(s) of Securities, including the class of the Investors to whom the Securities are to be allotted, number of Securities to be allotted in each tranche, issue price, face value, premium amount on issue / conversion of Securities / exercise of warrants / redemption of Securities, rate of interest, redemption period, listings on one or more stock exchanges in India and / or abroad as the Board in its absolute discretion deems fit and to make and accept any modifications in the proposal as may be required by the authorities involved in such issues in India and / or abroad, to do all acts, deeds, matters and things and to settle any questions or difficulties that may arise in regard to the issue(s) of Securities.”

“RESOLVED FURTHER THAT all the aforesaid powers and authorities be and are hereby further sub-delegated to the Securities Issue Committee of the Board and that the said Securities Issue Committee be and is hereby authorised to sign and execute such letters, deeds, documents, writings, etc. and to do all such acts, deeds, matters and things as might be required in connection with the issue of the Securities which in the opinion of the said Securities Issue Committee ought to have been done, executed and performed in relation to issue of the Securities as aforesaid and the matters incidental and ancillary thereto as duly and effectually as the Board could have done without further reference to the Board.”

By order of the Board of Directors of Suzlon Energy Limited

			Geetanjali S.Vaidya,
Place	:	Pune	Company Secretary.
Date	:	7thJuly 2023	M. No. A18026.

Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.

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Notes:

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts of the aforesaid item is annexed hereto as Annexure I and which forms part of this Postal Ballot Notice.
All documents required to be kept open for inspection, if any, shall be open for inspection at the Registered Office and Corporate Office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). Such documents shall also be made available on the Company’s website (www.suzlon.com) to facilitate online inspection till the date of announcement of the results of this Postal Ballot.
The Company has appointed Mr. D S M Ram (Membership No.A14939 and Certificate of Practice No.4239), Proprietor of DSMR & Associates, Company Secretaries, Hyderabad, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny on or before Thursday, 10[th] August 2023. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith and the same will be communicated to the National Stock Exchange of India Limited and the BSE Limited and shall also be available on the Company’s website (www.suzlon.com) and on KFin’s weblink (https://evoting.kfintech.com) as also displayed at the Registered Office and the Corporate Office of the Company. The resolution, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting, i.e. Tuesday, 8[th] August 2023, in terms of SS2.
In terms of Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the advertisement pertaining to this Postal Ballot is being published in one English national daily newspaper circulating throughout India (in English language) and one Gujarati daily newspaper circulating in Ahmedabad (in vernacular language, i.e. Gujarati).

CUT-OFF DATE

The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 30[th] June 2023 (hereinafter referred to as the “Cut-off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories for fully paid-up shares and partly paidup shares as on the Cut-off Date only, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

DISPATCH OF POSTAL BALLOT NOTICE

This Postal Ballot Notice is being sent in electronic form to all the shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off Date and who have registered their email address in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with KFin.
Shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut-off date will only be considered eligible for the purpose of e-voting and such shareholders are requested to record their assent or dissent through remote e-voting facility only and hard copy of this Postal Ballot Notice along with Postal Ballot Forms and prepaid business envelope will not be sent to the shareholders for this Postal Ballot .
A copy of this Postal Ballot Notice, Explanatory Statement and remote e-voting instructions are available on the Company’s website (www.suzlon.com), KFin’s weblink at (https://evoting.kfintech.com) and also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).
Shareholders who have still not registered their email IDs are requested to do so at the earliest as under:  Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16[th] March 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1 and the supporting documents can be provided by any one of the following modes:
a) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials;
b) Through hard copies which are self-attested, which can be shared on the address of KFin;

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c) Through electronic mode with e-sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx. Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.
Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.
Shareholders are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, and other documents in electronic form. Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / KFin to enable servicing of notice, annual reports, other documents in electronic form.
Please note that as a valued shareholder of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further, the documents served through email are available on the Company’s website (www.suzlon.com) and are also available for inspection at the Registered Office and Corporate Office of the Company during specified business hours.

REMOTE E-VOTING:

In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”), the Company is providing the facility to the shareholders to exercise their right to vote on the proposed resolution electronically (“remote e-voting”). KFin will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on resolution proposed to be considered through this Postal Ballot Notice by electronic means.
The remote e-voting period commences on Monday, 10[th] July 2023 (9.00 a.m. IST) and closes on Tuesday, 8[th] August 2023 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid-up and partly paid-up shares, either in physical form or in demat form, as on the Cut-off Date may cast their vote by remote e-voting. The remote e- voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
The shareholders are requested to cast their vote for both fully paid-up shares (EVEN 7385) as well as partly paidup shares (EVEN 7393), as the case may be. The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date.
Any person holding shares in physical form and non-individual shareholders holding shares as of the Cut-off Date, may obtain the login ID and password by sending a request at [email protected]. In case they are already registered with KFin for remote e-voting, they can use their existing User ID and password for e-voting.
In terms of SEBI e-voting Circular, e-voting process has been enabled for all ‘individual demat account holders’, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed procedure for remote e-voting is given below.
Individual members having demat account(s) would be able to cast their vote without having to register again with the e- voting service provider (“ESP”), i.e. KFin, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Members are advised to update their mobile number and email ID with their DPs to access the e-voting facility.

16. The procedure for remote e-voting is as under:

i. Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode

Type of member	Login Method
Individual members holding securities in demat mode with NSDL	A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDLhttps://eservices.nsdl.com. ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. iii. A new page will open. Enter the existing User ID and password for accessing IDeAS.

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Type of member	Login Method
	iv. After successful authentication, members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. v. Click on company name, i.e. ‘Suzlon Energy Limited’, or e-voting service provider, i.e. KFin. vi. Members will be re-directed to KFin’s website for casting their vote during the remote e- voting period. B. Instructions for those Members who are not registered under IDeAS: i. Visithttps://eservices.nsdl.comfor registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. iii. Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com/. iv. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verification Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein they can see e-voting page. vii. Click on company name, i.e. Suzlon Energy Limited, or e-voting service provider name, i.e. KFin, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. C. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience.
Individual members holding securities in demat mode with CDSL	A. Instructions for existing users who have opted for Electronic Access to Securities Information (“Easi / Easiest”) facility: i. Visithttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com ii. Click on New System MyEasi. iii. Login to MyEasi option under quick login. iv. Enter the registered User ID and password for accessing Easi / Easiest. v. Members will be able to view the e-voting Menu. vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication. B. Instructions for users who have not registered for Easi / Easiest i. Visithttps://web.cdslindia.com/myeasi/Registration/EasiRegistrationfor registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no.A above to cast vote. C. Alternatively, instructions for directly accessing the e-voting website of CDSL i. Visitwww.cdslindia.com ii. Provide Demat Account Number and PAN iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the Demat Account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e- voting link available against the name of the Company, viz.,‘Suzlon Energy Limited’ or select KFin. v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further authentication.

Type
of
member

Login Method

iv. After successful authentication, members will be able to see e-voting services under ‘Value
Added Services’. Please click on “Access to e-voting” under e-voting services, after which the
e-voting page will be displayed.
v. Click on company name, i.e. ‘Suzlon Energy Limited’, or e-voting service provider, i.e. KFin.
vi. Members will be re-directed to KFin’s website for casting their vote during the remote e-
voting period.
B. Instructions for those Members who are not registered under IDeAS:
i.
Visithttps://eservices.nsdl.comfor registering.
ii. Select
“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
iii. Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com/.
iv. Once the home page of e-voting system is launched, click on the icon “Login” which is
available under ‘Shareholder / Member’ section. A new screen will open.
v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held
with NSDL), password / OTP and a Verification Code as shown on the screen.
vi. After successful authentication, members will be redirected to NSDL Depository site wherein
they can see e-voting page.
vii. Click on company name, i.e. Suzlon Energy Limited, or e-voting service provider name, i.e.
KFin, after which the member will be redirected to e-voting service provider website for
casting their vote during the remote e-voting period.
C. NSDL Mobile App
i.
Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the
QR code for seamless voting experience.

Individual
members
holding
securities in
demat mode
with CDSL

A. Instructions for existing users who have opted for Electronic Access to Securities
Information (“Easi / Easiest”) facility:
i.
Visithttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com
ii. Click on New System MyEasi.
iii. Login to MyEasi option under quick login.
iv. Enter the registered User ID and password for accessing Easi / Easiest.
v. Members will be able to view the e-voting Menu.
vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page
of KFin to cast their vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i.
Visithttps://web.cdslindia.com/myeasi/Registration/EasiRegistrationfor registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no.A above to cast vote.
C. Alternatively, instructions for directly accessing the e-voting website of CDSL
i.
Visitwww.cdslindia.com
ii. Provide Demat Account Number and PAN
iii. System will authenticate user by sending OTP on registered mobile and email as recorded in
the Demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-
voting link available against the name of the Company, viz.,‘Suzlon Energy Limited’ or
select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any further
authentication.

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Type of member	Login Method
Individual members login through their demat accounts / Website of Depository Participant(s)	A. Instructions for login through Demat Account / website of Depository Participant i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, members will be able to view e-voting option. iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Suzlon Energy Limited or KFin. v. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:
Securities held with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at : 022-4886 7000 and 022-2499 7000
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 or 022-23058542-43

ii. Method of login / access to KFin e-voting system in case of all members holding shares in physical mode and nonindividual members holding shares in demat mode

Type of member	Login Method
Members whose email IDs are registered with the Company / Depository Participant(s)	A. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s) Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email from KFin which will include details of E-voting Event Number (EVEN), User ID and password. They will have to follow the following process: i. Launch internet browser by typing the URL:https://evoting.kfintech.com/ ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is registered with KFin for e-voting, they can use their existing User ID and password for casting the vote. iii. After entering these details appropriately, click on “LOGIN”. iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confidential. v. Members would need to login again with the new credentials. vi. On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Suzlon Energy Limited – Postal Ballot – FP’ and ‘Suzlon Energy Limited – Postal Ballot – PP’ and click on “Submit” depending upon whether a member is a shareholder of fully paid shares and / or partly paid shares, as the case may be. vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case members do not desire to cast their vote on any specific item, it will be treated as abstained.

Type of
member

Login Method

Members
whose email
IDs are
registered
with the
Company /
Depository
Participant(s)

A. Instructions for Members whose email IDs are registered with the Company / Depository
Participant(s)
Members whose email IDs are registered with the Company / Depository Participant(s) will
receive an email from KFin which will include details of E-voting Event Number (EVEN),
User ID and password. They will have to follow the following process:
i.
Launch internet browser by typing the URL:https://evoting.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will
be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account,
User ID will be your DP ID and Client ID. However, if a member is registered with KFin for
e-voting, they can use their existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. Members will now reach password change Menu wherein they are required to mandatorily
change the password. The new password shall comprise of minimum 8 characters with at least
one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character
(@,#,$, etc.,). The system will prompt the member to change their password and update their
contact details viz. mobile number, email ID etc. on first login. Members may also enter a
secret question and answer of their choice to retrieve their password in case they forget it. It
is strongly recommended that members do not share their password with any other person
and that they take utmost care to keep their password confidential.
v. Members would need to login again with the new credentials.
vi. On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Suzlon
Energy Limited – Postal Ballot – FP’ and ‘Suzlon Energy Limited – Postal Ballot – PP’ and
click on “Submit” depending upon whether a member is a shareholder of fully paid shares
and / or partly paid shares, as the case may be.
vii. On the voting page, enter the number of shares (which represents the number of votes) as on
the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any
number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken
together shall not exceed the total shareholding as mentioned herein above. A member may
also choose the option ABSTAIN. If a member does not indicate either “FOR” or
“AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under
either head.
viii. Members holding multiple folios / demat accounts shall choose the voting process separately
for each folio / demat account.
ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case members
do not desire to cast their vote on any specific item, it will be treated as abstained.

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Type of member	Login Method
	x. Members may then cast their vote by selecting an appropriate option and click on “Submit”. xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution(s). xii. Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutinizer through e-mail [email protected] with a copy [email protected] file scanned image / pdf file of the board resolution should be in the naming format “Corporate Name”.
Members whose email IDs are not registered with the Company / Depository Participants(s)	B. Instructions for Members whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced i. Members, who have not registered their email address may send an email request at the email [email protected] along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions. ii. After receiving the e-voting instructions, please follow all the above steps to cast vote by electronic means. iii. It is clarified that for permanent registration of the email address,  Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16thMarch 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1 and the supporting documents can be provided by any one of the following modes: d) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials; e) Through hard copies which are self-attested, which can be shared on the address of KFin; f) Through electronic mode with e-sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx. Detailed FAQs are available on KFin’s weblinkhttps://ris.kfintech.com/faq.html.  Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

Type of
member

Login Method

x. Members may then cast their vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify.
Once members have voted on the resolution(s), they will not be allowed to modify their vote.
During the voting period, members can login any number of times till they have voted on the
Resolution(s).
xii. Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are
required to send scanned copy (pdf format) of the relevant board resolution to the Scrutinizer
through e-mail [email protected] with a copy [email protected] file
scanned image / pdf file of the board resolution should be in the naming format “Corporate
Name”.

Members
whose
email
IDs are not
registered with
the Company /
Depository
Participants(s)

B. Instructions for Members whose email IDs are not registered with the Company /
Depository Participant(s), and consequently the Postal Ballot Notice and e-voting
instructions cannot be serviced
i.
Members, who have not registered their email address may send an email request at the email
[email protected] along with scanned copy of the request letter, duly signed,
providing their email address, mobile number, self-attested PAN copy and Client Master copy
in case of electronic folio and copy of share certificate in case of physical folio for sending
the Postal Ballot Notice and the e-voting instructions.
ii. After receiving the e-voting instructions, please follow all the above steps to cast vote by
electronic means.
iii. It is clarified that for permanent registration of the email address,

Shareholders holding shares in physical mode are hereby notified that based on SEBI
Circular No.SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16thMarch 2023,
all holders of physical securities in listed companies shall register the postal address along
with PIN for their corresponding folio numbers. It shall be mandatory for the security
holders to provide mobile number. Moreover, to avail online services, the security holders
can register their email IDs. Shareholders can register/update the contact details through
submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1
can
be
obtained
by
clicking
on
the
link
https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR-1 and the supporting
documents can be provided by any one of the following modes:
d) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify
the original documents furnished by the shareholder and retain copy(ies) with IPV
stamping with date and initials;
e) Through hard copies which are self-attested, which can be shared on the address of
KFin;
f)
Through
electronic
mode
with
e-sign
by
following
the
link
https://ris.kfintech.com/clientservices/isc/default.aspx.
Detailed FAQs are available on KFin’s weblinkhttps://ris.kfintech.com/faq.html.

Shareholders holding shares in electronic mode may reach out to the respective
Depository Participant(s), where the Demat account is being held for updating the email
IDs and mobile number.

iii. Method for obtaining User ID and password for members who have forgotten the User ID and password

Members who
have forgotten
the User ID
and password

Members who have forgotten the User ID and password, may obtain / retrieve the same in
the manner mentioned below:
i.
If the mobile number of the member is registered against Folio No. / DP ID Client ID, the
member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or
DP ID Client ID to +91 9212993399
Example for NSDL: MYEPWD IN12345612345678
Example for CDSL: MYEPWD 1402345612345678
Example for Physical: MYEPWD XXXX1234567890
ii. If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home
page of https://evoting.kfintech.com,the member may click ‘Forgot password’ and enter Folio
No. or DP ID Client ID and PAN to generate a password.
iii. Members may send an email request [email protected]. If the member is already
registered with the KFin e-voting platform, then such member can use his / her existing User
ID and password for casting the vote through remote e-voting.

SUZLON ENERGY LIMITED

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iv. Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may be required.
In case of any queries, the shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, the shareholders may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Rangareddi-500032, Telangana India, at email: [email protected]; 1-800-309-4001 (toll free).

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ANNEXURE I TO POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Agenda Item No.1: To approve issue of Securities of the Company

The resolution contained in the agenda of the Notice is to enable the Company to create, offer, issue and allot fully paid-up Equity Shares and / or Convertible Bonds (“CBs”) and / or non-convertible debt instruments and / or any other instruments and / or combination of instruments with our without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form (the “ Securities ”), up to Rs.2,000 Crores (including securities premium). The Special Resolution also seeks to empower the Board of Directors to undertake a qualified institutions placement with qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI ICDR Regulations ”). The Board of Directors may at its discretion adopt this mechanism as prescribed under Chapter VI of the ICDR Regulations for raising the funds, without the need for fresh approval from the shareholders.

In case of qualified institutions placement, the price at which Securities shall be allotted to qualified institutional buyers shall not be less than the price determined in accordance with the pricing formula in terms of the SEBI ICDR Regulations. The Board may, at its absolute discretion, decide the pricing for the Equity Shares to be issued upon exercise of the warrants in the qualified institutions placement, subject to SEBI ICDR Regulations.

In case of issuance of CBs, the relevant date for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with the applicable law and other applicable pricing provisions issued by the Ministry of Finance.

This enabling special resolution seeks to empower the Board (or a duly authorised committee thereof) to issue Equity Shares and / or other eligible securities as contemplated in the resolution set out above. The Board of the Company at meeting held on 7[th] July 2023, approved the raising of capital for an amount not exceeding Rs.2,000 Crores. As the pricing of the offer cannot be decided except at a later stage, it is not possible to state upfront the price of securities to be issued. However, the same would be in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999, the Companies Act, 2013, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014, Framework for issue of Depository Receipts dated 10[th] October 2019 issued by the Securities and Exchange Board of India, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, the Master Direction – External Commercial Borrowings, Trade Credits and Structured Obligations, 2019, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 or any other guidelines / regulations / consents, each as amended, as may be applicable or required.

The Equity Shares issued pursuant to the offering(s) would be listed on the stock exchanges where the Equity Shares of the Company are listed and may be represented by Securities or other financial instruments outside India. The issue, allotment and conversion would be subject to receipt of regulatory approvals, if any.

The proposed qualified institutional placement may result in the issuance of Equity Shares to investors who may not be the shareholders of the Company. Therefore, consent of the shareholders is being sought by passing a special resolution as set out in the Notice, pursuant to applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations, the SEBI ICDR Regulations and any other law for the time being in force and being applicable.

The Board in accordance with applicable law and in consultation with lead managers, may offer a discount of not more than 5% or such percentage as permitted under applicable law on the floor price determined pursuant to the SEBI ICDR Regulations ( i.e. , not less than the average of the weekly high and low of the closing prices of the equity shares quoted on the stock exchange during the two weeks preceding the “Relevant Date”) (as defined below). For this purpose, “stock exchange” shall refer to any of the stock exchanges where the Equity Shares are listed and in which the highest trading volume in the Equity Shares has been recorded during the two weeks immediately preceding the Relevant Date). The “Relevant Date”, in case of allotment of Equity Shares will be the date when the Board decides to open the QIP for subscription.

The allotment of Equity Shares shall be completed within 365 days from the date of resolution passed by the shareholders.

The Equity Shares allotted shall not be eligible to be sold for a period of one year from the date of allotment, except on a recognised stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time.

SUZLON ENERGY LIMITED

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The Directors, the Promoters / Promoter Group Entities, the Key Managerial Personnel, Senior Management of the Company and any person related to the Promoters of the Company, would not subscribe to the Equity Shares, directly or indirectly, if made under Chapter VI of SEBI ICDR Regulations.

The net proceeds from the issue of Equity Shares would be utilised at various stages for the usage of one or more, or any combination of the following: (i) repayment or prepayment of debt availed by the Company and / or its Subsidiaries, (ii) working capital requirements of the Company and its Subsidiaries, (iii) cash margin for non-fund based working capital including letters of comfort, (iv) investment in Subsidiaries, (v) capital expenditure, (vi) any cost incurred towards the objects of the issue, (vii) meeting various expenditure of the Company including contingencies, or (viii) general corporate purposes.

The Special Resolution seeks to give the Board of Directors the powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, bodies corporate and / or individuals or otherwise as the Board of Directors may in its absolute discretion deem fit, taking into consideration prevailing market conditions and other relevant factors and wherever necessary in consultation with advisors, lead managers and such other authority or authorities as may be necessary and subject to, as applicable, the SEBI ICDR Regulations, and other applicable guidelines, notifications, rules and regulations, each as amended.

The proposed issue of capital is subject to the approvals under applicable regulations issued by the stock exchanges and any other government / regulatory approvals as may be required in this regard.

The detailed terms and conditions for the offer will be determined in consultation with the advisors, lead managers, underwriters and such other authority or authorities as may be required to be consulted by the Company considering the prevailing market conditions and other relevant factors.

The consent of the shareholders is being sought pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder; Chapter VI of the SEBI ICDR Regulations and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended. This Special Resolution, if passed, will have the effect of allowing the Board to offer, issue and allot equity shares to investors who may or may not be the existing shareholders of the Company.

The Board of Directors believe that the issue of Securities of the Company is in the interest of the Company and therefore recommend passing of the Special Resolution in the matter. In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.1 of the accompanying Notice.

None of the Directors, Key Managerial Personnel or Senior Management of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed resolution except to the extent of subscription by a financial institution / company / body corporate in which the Director / Key Managerial Personnel/ Senior Management, or his / her relative may be directly or indirectly interested.

By order of the Board of Directors of Suzlon Energy Limited Geetanjali S.Vaidya, Place : Pune Company Secretary. Date : 7[th] July 2023 M. No. A18026. Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.

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Postal Ballot – 7[th] July 2023

E‐VOTING INSTRUCTIONS FOR BELOW MENTIONED E‐VOTING EVENT NUMBER (EVEN):

Particulars	EVEN	Name of EVEN
Fully paid ‐upequityshares	7385	Suzlon EnergyLimited – Postal Ballot
Partly paid‐upequityshares	7393	Suzlon EnergyLimited – Postal Ballot

CUT‐OFF DATE

The cut‐off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is

The cut‐off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 30[th] June 2023 (hereinafter referred to as the “Cut‐off Date”). A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories for fully paid‐up and partly paid‐up shares as on the Cut‐off Date only, shall be entitled to vote in this Postal Ballot. A person who is not a shareholder as on the Cut‐off Date should treat this Postal Ballot Notice for information purpose only.

DISPATCH OF POSTAL BALLOT NOTICE

The Postal Ballot Notice is being sent in electronic form to all the shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut‐off Date and who have registered their email address in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with KFin Technologies Limited (“KFin”).
Shareholders whose name appear on the Register of Members / List of Beneficial Owners as on the Cut‐off date will only be considered eligible for the purpose of e‐voting and such shareholders are requested to record their assent or dissent through remote e‐voting facility only and hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre‐paid business envelope will not be sent to the shareholders for this Postal Ballot .
A copy of the Postal Ballot Notice, Explanatory Statement and remote e‐voting instructions are available on the Company’s website (www.suzlon.com), KFin’s weblink at (https://evoting.kfintech.com) and also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).
Shareholders who have still not registered their email IDs are requested to do so at the earliest as under:  Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No.SEBI/HO/MIRSD/MIRSD‐PoD‐1/P/CIR/2023/37 dated 16[th] March 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR‐1 along with the supporting documents. Form ISR‐1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR‐1 and the supporting documents can be provided by any one of the following modes:
a) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials;
b) Through hard copies which are self‐attested, which can be shared on the address of KFin;
c) Through electronic mode with e‐sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx.
Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.

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Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.
Shareholders are requested to support this Green Initiative effort of the Company and get their email ID registered to enable the Company to send documents such as notices, annual reports, and other documents in electronic form. Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / KFin to enable servicing of notice, annual reports, other documents in electronic form.
Please note that as a valued shareholder of the Company, you are always entitled to request and receive all such communication in physical form free of cost. Further, the documents served through email are available on the Company’s website (www.suzlon.com) and are also available for inspection at the Registered Office and Corporate Office of the Company during specified business hours.

REMOTE E‐VOTING:

In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December 2020 relating to ‘e‐voting Facility Provided by Listed Entities’ (“SEBI e‐voting Circular”), the Company is providing the facility to the shareholders to exercise their right to vote on the proposed resolution electronically (“remote e‐voting”). KFin will provide the remote e‐voting facility to enable the shareholders to exercise their right to vote on resolution proposed to be considered through this Postal Ballot Notice by electronic means.
The remote e‐voting period commences on Monday, 10[th] July 2023 (9.00 a.m. IST) and closes on Tuesday, 8[th] August 2023 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully paid‐up and partly paid‐up shares, either in physical form or in demat form, as on the Cut‐off Date may cast their vote by remote e‐voting. The remote e‐voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
The shareholders are requested to cast their vote for both fully paid‐up shares (EVEN 7385) as well as partly paid‐up shares (EVEN 7393), as the case may be. The voting rights of the shareholders shall be in proportion to their shares in the paid‐up equity share capital of the Company as on the Cut‐off Date.
Any person holding shares in physical form and non‐individual shareholders holding shares as of the Cut‐ off Date, may obtain the login ID and password by sending a request at [email protected]. In case they are already registered with KFin for remote e‐voting, they can use their existing User ID and password for e‐voting.
In terms of SEBI e‐voting Circular, e‐voting process has been enabled for all ‘individual demat account holders’, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participant(s) (“DP”). The detailed procedure for remote e‐voting is given below.
Individual members having demat account(s) would be able to cast their vote without having to register again with the e‐voting service provider (“ESP”), i.e. KFin, thereby not only facilitating seamless authentication but also ease and convenience of participating in the e‐voting process. Members are advised to update their mobile number and email ID with their DPs to access the e‐voting facility.

12. The procedure for remote e‐voting is as under:

i. Method of login / access to Depositories (NSDL / CDSL) e‐voting system in case of individual members holding shares in demat mode

Type of Login Method member

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Type of member	Login Method	Login Method
Individual members holding securities in demat mode with NSDL	A. i. ii. iii. iv. v. vi. B. i. ii. iii. iv. v. vi. vii. C. i.	Instructions for existing Internet‐based Demat Account Statement (“IDeAS”) facility Users: Visit the e‐services website of NSDLhttps://eservices.nsdl.com. On the e‐services home page click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. A new page will open. Enter the existing User ID and password for accessing IDeAS. After successful authentication, members will be able to see e‐voting services under ‘Value Added Services’. Please click on “Access to e‐voting” under e‐voting services, after which the e‐voting page will be displayed. Click on company name, i.e. ‘Suzlon Energy Limited’, or e‐voting service provider, i.e. KFin. Members will be re‐directed to KFin’s website for casting their vote during the remote e‐voting period. Instructions for those Members who are not registered under IDeAS: Visithttps://eservices.nsdl.comfor registering. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. Visit the e‐voting website of NSDLhttps://www.evoting.nsdl.com/. Once the home page of e‐voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verification Code as shown on the screen. After successful authentication, members will be redirected to NSDL Depository site wherein they can see e‐voting page. Click on company name, i.e. Suzlon Energy Limited, or e‐voting service provider name, i.e. KFin, after which the member will be redirected to e‐voting service provider website for casting their vote during the remote e‐voting period. NSDL Mobile App Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience.
Individual members holding securities in demat mode with CDSL	A. i) ii) iii) iv) v) vi)	Instructions for existing users who have opted for Electronic Access to Securities Information (“Easi / Easiest”) facility: Visithttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com Click on New System MyEasi. Login to MyEasi option under quick login. Enter the registered User ID and password for accessing Easi / Easiest. Members will be able to view the e‐voting Menu. The Menu will have links of KFin e‐voting portal and will be redirected to the e‐ voting page of KFin to cast their vote without anyfurther authentication.

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Type of member	Login Method
	B. Instructions for users who have not registered for Easi / Easiest i. Visit https://web.cdslindia.com/myeasi/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no.A above to cast vote. C. Alternatively, instructions for directly accessing the e‐voting website of CDSL i. Visitwww.cdslindia.com ii. Provide Demat Account Number and PAN iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the Demat Account. iv. After successful authentication, please enter the e‐voting module of CDSL. Click on the e‐voting link available against the name of the Company, viz.,‘Suzlon Energy Limited’ or select KFin. v. Members will be re‐directed to the e‐voting page of KFin to cast their vote without any further authentication.
Individual members login through their demat accounts / Website of Depository Participant(s)	A. Instructions for login through Demat Account / website of Depository Participant i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e‐voting facility. ii. Once logged‐in, members will be able to view e‐voting option. iii. Upon clicking on e‐voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e‐ voting feature. iv. Click on options available against Suzlon Energy Limited or KFin. v. Members will be redirected to e‐voting website of KFin for casting their vote during the remote e‐voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL/ CDSL:
Securities held with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022‐4886 7000 and 022‐2499 7000
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022‐23058738 or 022‐23058542‐43

ii. Method of login / access to KFin e‐voting system in case of all members holding shares in physical mode and non‐individual members holding shares in demat mode

Type of member	Login Method
Members whose email IDs are registered	A. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s) Members whose email IDs are registered with the Company / Depository Participant(s)will receive an email from KFin which will include details of E‐

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Type of member	Login Method
with the Company / Depository Participant(s)	voting Event Number (EVEN), User ID and password. They will have to follow the following process: i. Launch internet browser by typing the URL: https://evoting.kfintech.com/ ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E‐Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is registered with KFin for e‐voting, they can use their existing User ID and password for casting the vote. iii. After entering these details appropriately, click on “LOGIN”. iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A‐Z), one lower case (a‐z), one numeric value (0‐9) and a special character (@,#,$, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confidential. v. Members would need to login again with the new credentials. vi. On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Suzlon Energy Limited – Postal Ballot – FP’ and ‘Suzlon Energy Limited – Postal Ballot – PP’ and click on “Submit” depending upon whether a member is a shareholder of fully paid shares and / or partly paid shares, as the case may be. vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut‐off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix. Voting has to be done for each item of the Postal Ballot Notice separately. In case members do not desire to cast their vote on any specific item, it will be treated as abstained. x. Members may then cast their vote by selecting an appropriate option and click on “Submit”. xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution(s). xii. Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutinizer through e‐mail [email protected] with a copy [email protected] file scanned image / pdf file of the board resolution should be in the namingformat “Corporate Name”.
Members whose email IDs are not registered	B. Instructions for Members whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Postal Ballot Notice and e‐voting instructions cannot be serviced i. Members,who have not registered their email address maysend an email

Type of
member

Login Method

with the
Company /
Depository
Participant(s)

voting Event Number (EVEN), User ID and password. They will have to follow the
following process:
i.
Launch internet browser by typing the URL: https://evoting.kfintech.com/
ii.
Enter the login credentials (i.e. User ID and password). In case of physical folio,
User ID will be EVEN (E‐Voting Event Number) followed by folio number. In case
of Demat account, User ID will be your DP ID and Client ID. However, if a
member is registered with KFin for e‐voting, they can use their existing User ID
and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. Members will now reach password change Menu wherein they are required to
mandatorily change the password. The new password shall comprise of
minimum 8 characters with at least one upper case (A‐Z), one lower case (a‐z),
one numeric value (0‐9) and a special character (@,#,$, etc.,). The system will
prompt the member to change their password and update their contact details
viz. mobile number, email ID etc. on first login. Members may also enter a secret
question and answer of their choice to retrieve their password in case they
forget it. It is strongly recommended that members do not share their password
with any other person and that they take utmost care to keep their password
confidential.
v.
Members would need to login again with the new credentials.
vi. On successful login, the system will prompt the member to select the “EVEN”,
viz., ‘Suzlon Energy Limited – Postal Ballot – FP’ and ‘Suzlon Energy Limited –
Postal Ballot – PP’ and click on “Submit” depending upon whether a member is a
shareholder of fully paid shares and / or partly paid shares, as the case may be.
vii. On the voting page, enter the number of shares (which represents the number
of votes) as on the Cut‐off Date under “FOR/AGAINST” or alternatively, a
member may partially enter any number in “FOR” and partially “AGAINST” but
the total number in “FOR/AGAINST” taken together shall not exceed the total
shareholding as mentioned herein above. A member may also choose the option
ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be
treated as “ABSTAIN” and the shares held will not be counted under either
head.
viii. Members holding multiple folios / demat accounts shall choose the voting
process separately for each folio / demat account.
ix. Voting has to be done for each item of the Postal Ballot Notice separately. In
case members do not desire to cast their vote on any specific item, it will be
treated as abstained.
x.
Members may then cast their vote by selecting an appropriate option and click
on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to
modify. Once members have voted on the resolution(s), they will not be allowed
to modify their vote. During the voting period, members can login any number
of times till they have voted on the Resolution(s).
xii. Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds /
banks, etc.) are required to send scanned copy (pdf format) of the relevant
board resolution to the Scrutinizer through e‐mail [email protected]
with a copy [email protected] file scanned image / pdf file of the
board resolution should be in the namingformat “Corporate Name”.

Members
whose email
IDs are not
registered

B. Instructions for Members whose email IDs are not registered with the
Company / Depository Participant(s), and consequently the Postal Ballot
Notice and e‐voting instructions cannot be serviced
i.
Members,who have not registered their email address maysend an email

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Type of member	Login Method
with the Company / Depository Participants(s)	request at the email [email protected] with scanned copy of the request letter, duly signed, providing their email address, mobile number, self‐attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e‐voting instructions. ii. After receiving the e‐voting instructions, please follow all the above steps to cast vote by electronic means. iii. It is clarified that for permanent registration of the email address,  Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No.SEBI/HO/MIRSD/MIRSD‐PoD‐1/P/CIR/2023/37 dated 16thMarch 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR‐1 along with the supporting documents. Form ISR‐1 can be obtained by clicking on the link https://ris.kfintech.com/clientservices/isc/default.aspx. Form ISR‐1 and the supporting documents can be provided by any one of the following modes: d) Through ‘In Person Verification’ (IPV), the authorised person of KFin shall verify the original documents furnished by the shareholder and retain copy(ies) with IPV stamping with date and initials; e) Through hard copies which are self‐attested, which can be shared on the address of KFin; f) Through electronic mode with e‐sign by following the link https://ris.kfintech.com/clientservices/isc/default.aspx. Detailed FAQs are available on KFin’s weblink https://ris.kfintech.com/faq.html.  Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updatingthe email IDs and mobile number.

iii. Method for obtaining User ID and password for members who have forgotten the User ID and password

	Members who have forgotten the User ID and password	Members who have forgotten the User ID and password, may obtain / retrieve the same in the manner mentioned below: i. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE‐voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399 Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890 ii. If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page ofhttps://evoting.kfintech.com,the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password. iii. Members may send an email request [email protected]. If the member is already registered with the KFin e‐voting platform, then such member can use his / her existing User ID and password for casting the vote through remote e‐voting. iv. Members may call KFin toll free number 1‐800‐309‐4001 for any clarifications / assistance that maybe required.

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In case of any queries, the shareholders may refer the Frequently Asked Questions (FAQs) and e‐voting User Manual available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, the shareholders may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Rangareddi‐ 500032, Telangana India, at email: [email protected]; 1‐800‐309‐4001 (toll free).

AI assistant

SUZLON ENERGY LTD. Proxy Solicitation & Information Statement 2023

59207_rns_2023-07-08_87be0c84-367c-4c8c-968f-4a51b7c6394c.pdf

Sub.: Intimation of Postal Ballot Process initiated by the Company for obtaining approval of the shareholders for issuance of securities.

Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

For Suzlon Energy Limited

Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”) (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below))

1. To approve issue of Securities of the Company

SUZLON ENERGY LIMITED

Notes:

CUT-OFF DATE

DISPATCH OF POSTAL BALLOT NOTICE

REMOTE E-VOTING:

16. The procedure for remote e-voting is as under:

SUZLON ENERGY LIMITED

ANNEXURE I TO POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

Agenda Item No.1: To approve issue of Securities of the Company

SUZLON ENERGY LIMITED

E‐VOTING INSTRUCTIONS FOR BELOW MENTIONED E‐VOTING EVENT NUMBER (EVEN):

CUT‐OFF DATE

DISPATCH OF POSTAL BALLOT NOTICE

REMOTE E‐VOTING:

12. The procedure for remote e‐voting is as under:

AI assistant

SUZLON ENERGY LTD. — Proxy Solicitation & Information Statement 2023

59207_rns_2023-07-08_87be0c84-367c-4c8c-968f-4a51b7c6394c.pdf

Sub.: Intimation of Postal Ballot Process initiated by the Company for obtaining approval of the shareholders for issuance of securities.

Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

For Suzlon Energy Limited

Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”) (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below))

1. To approve issue of Securities of the Company

SUZLON ENERGY LIMITED

Notes:

CUT-OFF DATE

DISPATCH OF POSTAL BALLOT NOTICE

REMOTE E-VOTING:

16. The procedure for remote e-voting is as under:

SUZLON ENERGY LIMITED

ANNEXURE I TO POSTAL BALLOT NOTICE

EXPLANATORY STATEMENT

Agenda Item No.1: To approve issue of Securities of the Company

SUZLON ENERGY LIMITED

E‐VOTING INSTRUCTIONS FOR BELOW MENTIONED E‐VOTING EVENT NUMBER (EVEN):

CUT‐OFF DATE

DISPATCH OF POSTAL BALLOT NOTICE

REMOTE E‐VOTING:

12. The procedure for remote e‐voting is as under:

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