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SUZLON ENERGY LTD. Proxy Solicitation & Information Statement 2025

Jan 23, 2025

59207_rns_2025-01-23_cee1a6de-9bf0-47df-a035-7d150f8c7236.pdf

Proxy Solicitation & Information Statement

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23[rd] January 2025.

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 re-appointment of Independent Directors.

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

This is to 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”) read with applicable circulars issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), 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 matters as considered in the Resolutions of the Postal Ballot Notice dated 21[st] January 2025 (“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 resolutions proposed in the Postal Ballot Notice by electronic means.

The Company has, on 23[rd] January 2025, completed the despatch of Postal Ballot Notice through electronic mode to those shareholders whose email address is registered with KFin / Depositories. In compliance with the requirements of the MCA Circulars 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, Explanatory Statement and remote e-voting instructions are enclosed herewith. The same are also available on the Company’s website (www.suzlon.com) and KFin’s weblink at (https://evoting.kfintech.com).

The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 17[th] January 2025 (hereinafter referred to as the “Cut-off Date”). Only the person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date, 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 Sunday, 26[th] January 2025 (9.00 a.m. IST) and closes on Monday, 24[th] February 2025 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully 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 thereafter and voting will not be allowed beyond 5.00 p.m. IST of Monday, 24[th] February 2025. 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.

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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 shareholders who have still not registered their email IDs and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced

  • 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 the 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 by 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/ . 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.

  • 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 notices, 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.

  • B. Shareholders holding shares as on Cut-off Date 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 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 query / concern / grievance, the shareholders may contact Mr. Ganesh Chandra Patro, Deputy Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, Telangana, India, at email: [email protected]; 1800-309-4001 (toll free).

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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 Wednesday, 26[th] February 2025. 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 web link (https://evoting.kfintech.com) as also displayed at the registered office and the corporate office of the Company. The resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting / receipt of postal ballot forms, i.e. Monday, 24[th] February 2025, in terms of SS-2.

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 Digitally signed by Geetanjali Santosh Santosh Vaidya Date: 2025.01.23 Vaidya 19:11:37 +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”) 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, 03/2022 dated 5[th] May 2022, 11/2022 dated 28[th] December 2022, 09/2023 dated 25[th] September 2023 and 09/2024 dated 19[th] September 2024 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(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 Resolutions 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 provisions of Sections 108 and 110 of the Act, the manner of voting on the proposed resolutions 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 Postal Ballot 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 the Company’s Registrar and Share Transfer Agent, viz., KFin Technologies Limited (“KFin”) / Depositories and the hard copy of 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 Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is annexed hereto.

You are requested to peruse the proposed Resolutions along with its Explanatory Statement and thereafter record your assent or dissent on or before Monday, 24[th] February 2025 (5.00 p.m. IST) by means of remote e-voting facility provided by the Company.

1. To appoint Mr. Sameer Shah as an Independent Director of the Company for a second term of three years

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 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (hereinafter referred to as the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as the “Listing Regulations”), and in terms of the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company vide its resolution dated 20[th] January 2025 and the Board of Directors of the Company vide its resolution dated 21[st] January 2025, Mr. Sameer Shah (DIN: 08702339), Independent Director, whose current term of office as an Independent Director expires on 26[th] February 2025 and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and who is eligible for appointment as an Independent Director for a second term, be and is hereby appointed as an Independent Director for a second term of 3 (three) years with effect from 27[th] February 2025 to 26[th] February 2028 and whose period of office shall not be liable to determination by retirement of directors by rotation.”

2. To appoint Mrs. Seemantinee Khot as an Independent Director of the Company for a second term of three years

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 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (hereinafter referred to as the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred

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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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to as the “Listing Regulations”), and in terms of the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company vide its resolution dated 20[th] January 2025 and the Board of Directors of the Company vide its resolution dated 21[st] January 2025, Mrs. Seemantinee Khot (DIN: 07026548), whose current term of office as an Independent Director expires on 15[th] March 2025 and who has submitted a declaration that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and who is eligible for appointment as an Independent Director for a second term, be and is hereby appointed as an Independent Director for a second term of 3 (three) years with effect from 16[th] March 2025 to 15[th] March 2028, and whose period of office shall not be liable to determination by retirement of directors by rotation.”

By order of the Board of Directors of Suzlon Energy Limited Geetanjali S.Vaidya, Company Secretary. M. No. A18026.

Place : Pune Date : 21[st] January 2025 Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.

Notes:

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts of the aforesaid items is annexed hereto as Annexure I and which forms part of this Postal Ballot Notice.

  2. 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.

  3. 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 Wednesday, 26[th] February 2025. The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith and the same shall 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 resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting, i.e. Monday, 24[th] February 2025, in terms of SS-2.

  4. 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

  1. The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 17[th] January 2025 (hereinafter referred to as the “Cut-off Date”). Only the person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date, 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.

DESPATCH OF POSTAL BALLOT NOTICE

  1. 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 Depositories through the concerned Depository Participants and in respect of physical holdings with KFin.

  2. 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

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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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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 .

  1. 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).

  2. Shareholders who have still not registered their email IDs are requested to do so at the earliest as under:

  3. 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 the 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 by submitting the requisite Form ISR1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://ris.kfintech.com/ . 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.

  4. 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.

  5. 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 notices, annual reports, other documents in electronic form.

  6. 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:

  1. 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 resolutions electronically (“remote e-voting”). KFin will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on the resolutions proposed to be considered through this Postal Ballot Notice by electronic means.

  2. The remote e-voting period commences on Sunday, 26[th] January 2025 (9.00 a.m. IST) and closes on Monday, 24[th] February 2025 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully 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 thereafter and voting will not be allowed beyond 5.00 p.m. IST on Monday, 24[th] February 2025. 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.

  3. 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.

  4. In terms of SEBI e-voting Circular, e-voting process has been enabled for all the ‘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.

  5. 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.

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

  2. 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” which
is available under ‘IDeAS’ section.
iii. A new page will open, Enter the existing user id and password for accessing IDeAS.
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.com for 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/myeasitoken/home/login orwww.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 vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i.
Visithttps://web.cdslindia.com/myeasitoken/home/login for registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.

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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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Type of
member
Login Method
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 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
Please contact NSDL helpdesk by sending a request [email protected] call at toll free no.:
022-48867000 and 022-24997000.
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request [email protected] or contact
at022-23058738or022-23058542-43.
  • II. Method of login / access to KFin e-voting system in case of individual members holding shares in physical mode and non-individual members 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 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.

5

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]

==> picture [76 x 21] intentionally omitted <==

Type of
member
Login Method
vi. On successful login, the system will prompt the member to select the “EVEN”, i.e.
‘Suzlon Energy Limited and click on “Submit”.
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 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
to
[email protected]
with
a
copy
to
[email protected]. The file scanned image / pdf file of the board resolution should
be in the naming format“Suzlon Energy Limited”.
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 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] 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 Notice and 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/. 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 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 shareholders who have forgotten the User ID and password

6

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

==> picture [76 x 21] intentionally omitted <==

Members holding
shares as on Cut-
off date who
have forgotten
the User ID and
password
Members holding shares as on Cut-off date 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 may be required.
  1. 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, Deputy 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).

7

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

==> picture [76 x 21] intentionally omitted <==

Annexure I to the Postal Ballot Notice

EXPLANATORY STATEMENT

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

Agenda Item No.1: To appoint Mr. Sameer Shah as an Independent Director of the Company for a second term of three years

Mr. Sameer Shah was appointed as an Independent Director of the Company for a term of five years w.e.f. 27[th] February 2020 and which term expires on 26[th] February 2025. In terms of Section 149(10) of the Act and Rules made thereunder, Mr. Sameer Shah is eligible for appointment for a second term as an Independent Director subject however to approval of the shareholders of the Company by way of a special resolution.

Considering the skills, expertise and competencies possessed by Mr. Sameer Shah, it is felt that the Company would continue to be benefitted by his rich experience and expertise if he is appointed as an Independent Director for the second term. Accordingly, on the basis of his annual performance evaluation, the Nomination and Remuneration Committee of the Board of Directors of the Company vide its resolution dated 20[th] January 2025 and the Board of Directors of the Company vide its resolution dated 21[st] January 2025 have recommended appointment of Mr. Sameer Shah as the Independent Director of the Company to hold office for a second term of three years from 27[th] February 2025 to 26[th] February 2028.

In the opinion of the Board, Mr. Sameer Shah fulfils the conditions specified in the Act and the Listing Regulations for appointment of and as an independent director of the Company for a second term and is independent of the management of the Company. Mr. Sameer Shah has not been restrained, debarred or disqualified from being appointed or continuing as a director of any company by the Securities and Exchange Board of India or Ministry of Corporate Affairs or any other Statutory Authorities. He is not disqualified from being appointed as a director in terms of Section 164 of the Act.

The details of Mr. Sameer Shah as required to be given in terms of Regulation 36 of the Listing Regulations are as under:

Mr. Sameer Shah, aged 65 years, holds a BSc with honours from the University of Mumbai, an MBA from the University of Rochester, New York, and a Diploma in Securities Law from the Government Law College, Mumbai. He is also a qualified Treasurer with the Association of Corporate Treasurers in London, UK.

With over 40 years of experience spanning finance, banking, governance and strategy across diverse geographies and industry verticals, Mr. Shah has held several senior leadership roles. Most recently, he served as Chief Financial Officer and Head of Information and Communications Technology at a Petroleum, Chemicals & Mining Company. Prior to this, he held key leadership positions at Deutsche Bank, including as the Managing Director overseeing the Equity Services Business across Asia Pacific and the Arabian Gulf countries, as well as managing the Corporate Banking division for Western India. His earlier career includes roles at SABIC, Ontario Hydro (Hydro One), and Tata Consultancy Services.

Currently, Mr. Shah works as an independent Strategic Planning and Finance Consultant and collaborates with various nonprofit organizations in leadership and advisory roles. His work includes contributions to organizations such as Mercy Ships, Pacific Opera Victoria, Victoria Literacy Connection, and Sidney Classical Orchestra in Canada. He has also actively supported initiatives at Chinmaya Mission, the Sujaya Foundation, Jeevan Vikas Ganga Trust, and United Way.

The details of Mr. Sameer Shah are given below:

S. N. Particulars Details of Director
1. Name of Director Mr. Sameer Shah (DIN: 08702339)
2. Age 65 years
3. Qualifications MBA from the University of Rochester, New York, Diploma in
Securities Law from the Government Law College, Mumbai and
qualified Treasurer with the Association of Corporate Treasurers in
London, UK
4. Experience More than 40 years' experience spanning finance, banking, governance
and strategy across diverse geographies and industry verticals
5. Details of remuneration to be paid, if any No remuneration is proposed to be paid except sitting fees for attending
the meetings of the Board and / or committees, if any within the limits
prescribed by the Act.
6. Date of first appointment to the Board 27thFebruary 2020
7. Shareholding in the Company (either by
self or as beneficial owner)
Nil

8

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

==> picture [76 x 21] intentionally omitted <==

S. N. Particulars Details of Director
8. Relationship with other Directors / KMPs Mr. Sameer Shah is not related to any of the Directors or KMPsof the
Company
9. No. of meetings attended during the year Mr. Sameer Shah has attended 5 out of 5 Board meetings held during
the period from 1stApril 2024 till the date of this Notice.
10. In
case
of
Independent
Directors,
justification for choosing the appointee
Considering the skills, expertise and competencies possessed by Mr.
Sameer Shah, it is felt that the Company would be benefitted by his rich
experience and expertise
11. Listed entities from which the appointee
has resigned in past three years
None
12. Skills and capabilities required for the role
as an independent director
Mr. Sameer Shah possesses the requisite skills / expertise /
competencies for his appointment as the Independent Director of the
Company
13. Directorships, Memberships / Chairmanship of Committees
Name of domestic companies in which
director
Name of committees in which member / chairman
1) Suzlon Energy Limited
(Listed Company)
Audit Committee – Member
Nomination and Remuneration Committee–Chairman
2) Suzlon Global Services Limited Audit Committee – Chairman
Nomination and Remuneration Committee – Chairman
Corporate Social Responsibility Committee–Member
3) Suzlon Gujarat Wind Park Limited Audit Committee – Chairman
Nomination and Remuneration Committee – Chairman
Corporate Social Responsibility Committee– Member

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Sameer Shah as an Independent Director is now being placed before the shareholders for their approval.

A copy of the draft letter of appointment of the Independent Director setting out the terms and conditions for appointment shall be open for inspection at the Company’s Registered Office and Corporate Office between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). Such document 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 Board of Directors recommend passing of the Special Resolution for appointment of Mr. Sameer Shah as an Independent Director of the Company for a second term of three years. 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.

Except for Mr. Sameer Shah, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives have any concern or interest, financial or otherwise, in the proposed resolution.

Agenda Item No.2: To appoint Mrs. Seemantinee Khot as an Independent Director of the Company for a second term of three years

Mrs. Seemantinee Khot was appointed as an Independent Director of the Company for a term of five years w.e.f. 16[th] March 2020 and which term expires on 15[th] March 2025. In terms of Section 149(10) of the Act and Rules made thereunder, Mrs. Seemantinee Khot is eligible for appointment for a second term as an Independent Director subject however to approval of the shareholders of the Company by way of a special resolution.

Considering the skills, expertise and competencies possessed by Mrs. Seemantinee Khot, it is felt that the Company would continue to be benefitted by her rich experience and expertise if she is appointed as an Independent Director for the second term. Accordingly, on the basis of her annual performance evaluation, the Nomination and Remuneration Committee of the Board of Directors of the Company vide its resolution dated 20[th] January 2025 and the Board of Directors of the Company vide its resolution dated 21[st] January 2025 have recommended appointment of Mrs. Seemantinee Khot as the Independent Director of the Company to hold office for a second term of three years from 16[th] March 2025 to 15[th] March 2028.

In the opinion of the Board, Mrs. Seemantinee Khot fulfils the conditions specified in the Act and the Listing Regulations for appointment of and as an independent director of the Company for a second term and is independent of the management of the Company. Mrs. Seemantinee Khot has not been restrained, debarred or disqualified from being appointed or continuing as a director of any company by the Securities and Exchange Board of India or Ministry of Corporate Affairs or any other Statutory Authorities. She is not disqualified from being appointed as a director in terms of Section 164 of the Act.

9

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

==> picture [76 x 21] intentionally omitted <==

The details of Mrs. Seemantinee Khot as required to be given in terms of Regulation 36 of the Listing Regulations are as under:

Mrs. Seemantinee Khot, aged 65 years is a Bachelor of Arts (Psychology, Pune University, 1980), MASW (Tata Institute of Social Sciences, Mumbai, 1982).

Mrs. Seemantinee Khot possesses a versatile experience of over 40 years in sustainable development with several domestic and international organisations, including the Food and Agriculture Organization United Nations (FAO/UN), Swiss Development Corporation, International Fund for Agricultural Development (IFAD), and other Bilateral Aid projects. She serves / had served on the boards of certain listed / unlisted companies, not-for-profits, micro-finance institutions, and farmer-producing organisations. With a Bachelor of Arts in Psychology and a Master’s in Social Work from Tata Institute of Social Sciences, she has dedicated herself to agro-based livelihoods, rural development and women's empowerment initiatives through organisations like Participatory Research in Asia and BAIF Development Research Foundation. She has been instrumental in introducing gendered situation analysis and responding to class and caste inequities in governmental and non-governmental projects. Mrs. Khot has worked across all continents as Senior Evaluation Specialist for the UN Food and Agriculture Organisation. She is a Partner at CHHAYA Strategic Advisors LLP and the founding member of "Every Woman Everywhere," an initiative by Harvard Business School, and “Consult for Women’s Land and Resource Rights”. In 2023, Mrs. Khot was honoured with the prestigious Iconic Women Directors Awards 2023 for Greater Social Impact.

The details of Mrs. Seemantinee Khot are given below:

S. N. Particulars Details of Director
1. Name of Director Mrs. Seemantinee Khot (DIN: 07026548)
2. Age 65 years
3. Qualifications Bachelor of Arts (Psychology, Pune University, 1980), MASW (Tata
Institute of Social Sciences, Mumbai, 1982)
4. Experience More than 40 years' experience in sustainable development with several
domestic and international organisations,
5. Details of remuneration to be paid, if any No remuneration is proposed to be paid except sitting fees for attending
the meetings of the Board and / or committees, if any within the limits
prescribed by the Act.
6. Date of first appointment to the Board 16thMarch 2020
7. Shareholding in the Company (either by
self or as beneficial owner)
4,149 Equity shares of Rs.2/- each
8. Relationship with other Directors / KMPs Mrs. Seemantinee Khot is not related to any of the Directors or KMPs
of the Company
9. No. of meetings attended during the year Mr. Seemantinee Khot has attended 5 out of 5 Board meetings held
during the period from 1stApril 2024 till the date of this Notice.
10. In
case
of
Independent
Directors,
justification for choosing the appointee
Considering the skills, expertise and competencies possessed by Mrs.
Seemantinee Khot, it is felt that the Company would be benefitted by
herrich experience and expertise
11. Listed entities from which the appointee
has resigned in past three years
None
12. Skills and capabilities required for the role
as an independent director
Mrs. Seemantinee Khot possesses the requisite skills / expertise /
competencies for her appointment as the Independent Director of the
Company.
13. Directorships, Memberships / Chairmanship of Committees
Name of domestic companies in which
director
Name of committees in which member / chairman
1) Suzlon Energy Limited
(Listed Company)
Stakeholders Relationship Committee – Chairperson
Nomination and Remuneration Committee – Member
CSR & ESG Committee–Chairperson
2) Suzlon Global Services Limited Audit Committee – Member
Nomination and Remuneration Committee – Member
Corporate Social Responsibility Committee–Chairperson
3) Suzlon Gujarat Wind Park Limited Audit Committee – Member
Nomination and Remuneration Committee – Member
Corporate Social Responsibility Committee–Chairperson
4) SE Forge Limited Audit Committee – Member
Nomination and Remuneration Committee – Chairperson
Corporate Social Responsibility Committee–Chairperson

10

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

==> picture [76 x 21] intentionally omitted <==

S. N. Particulars Details of Director
5) Anik Financial Services Private
Limited
Nil

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs. Seemantinee Khot as an Independent Director is now being placed before the shareholders for their approval.

A copy of the draft letter of appointment of the Independent Director setting out the terms and conditions for appointment shall be open for inspection at the Company’s Registered Office and Corporate Office between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays). Such document 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 Board of Directors recommend passing of the Special Resolution for appointment of Mrs. Seemantinee Khot as an Independent Director of the Company for a second term of three years. In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.2 of the accompanying Notice.

Except for Mrs. Seemantinee Khot, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives have any concern or interest, financial or otherwise, in the proposed resolution.

By order of the Board of Directors of Suzlon Energy Limited Geetanjali S.Vaidya, Place : Pune Company Secretary. Date : 21[st] January 2025 M. No. A18026.

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

11

==> picture [105 x 17] intentionally omitted <==

==> picture [105 x 16] intentionally omitted <==

E-VOTING INSTRUCTIONS FOR POSTAL BALLOT PROCESS DATED 21[ST] JANUARY 2025 - EVENT NUMBER (EVEN): 8618

CUT-OFF DATE

  1. The cut-off date for the purpose of ascertaining shareholders entitled for voting through this Postal Ballot is Friday, 17[th] January 2025 (hereinafter referred to as the “Cut-off Date”). Only the person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date, 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.

DESPATCH OF POSTAL BALLOT NOTICE

  1. 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 Depositories through the concerned Depository Participants and in respect of physical holdings with KFin.

  2. 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 .

  3. 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).

  4. Shareholders who have still not registered their email IDs are requested to do so at the earliest as under:

  5. 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 by 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/ . 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.

  6. 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.

  7. 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 notices, annual reports, other documents in electronic form.

  8. 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.

==> picture [105 x 17] intentionally omitted <==

==> picture [105 x 16] intentionally omitted <==

REMOTE E-VOTING:

  1. 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 resolutions electronically (“remote e- voting”). KFin will provide the remote e-voting facility to enable the shareholders to exercise their right to vote on the resolutions proposed to be considered through this Postal Ballot Notice by electronic means.

  2. The remote e-voting period commences on Sunday, 26[th] January 2025 (9.00 a.m. IST) and closes on Monday, 24[th] February 2025 (5.00 p.m. IST). During this period, the shareholders of the Company holding fully 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 and voting will not be allowed beyond 5.00 p.m. IST on Monday, 24[th] February 2025. 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.

  3. 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.

  4. In terms of SEBI e-voting Circular, e-voting process has been enabled for all the ‘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.

  5. 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.

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

  7. 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” which is available under ‘IDeAS’ section.
iii. A new page will open, Enter the existing user id and password for accessing
IDeAS.
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/.

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Type of
member
Login Method
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)
Visit
https://web.cdslindia.com/myeasitoken/home/login
or
www.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 vote without any further authentication.
B. Instructions for users who have not registered for Easi / Easiest
i.
Visithttps://web.cdslindia.com/myeasitoken/home/loginfor 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 vote without
any further authentication.

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Type of
member
Login Method Login Method 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
Please contact NSDL helpdesk by sending a request
toll free no.:022-48867000 and 022-24997000.
at [email protected] call at
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at
or contact at022-23058738or022-23058542-43.
[email protected]

II. Method of login / access to KFin e-voting system in case of individual members holding shares in physical mode and non-individual members 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 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”,
i.e. ‘Suzlon Energy Limited and click on “Submit”.
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”

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Type of
member
Login Method
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 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]. The file scanned image / pdf file of the
board resolution should be in the naming format“Suzlon Energy Limited”.
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 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 Notice and 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 linkhttps://ris.kfintech.com/. 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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Type of
member
Login Method

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 shareholders who have forgotten the User ID and password

Members
holding shares
as on Cut-off
date who have
forgotten the
User ID and
password
Members holding shares as on Cut-off date 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] 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, Deputy 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).