SUZLON ENERGY LIMITED

[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Website: www.suzlon.com; Email id: [email protected]

NOTICE
NOTICE is hereby given that an Extra Ordinary General Meeting of the shareholders of Suzlon Energy Limited will be held on Tuesday, 24th March 2020 at
4.00 p.m. at H T Parekh Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015 to transact the following businesses:
SPECIAL BUSINESS:
1. To approve increase in the Authorised Share Capital and alteration of the Capital Clause of the Memorandum of Association of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 61(1)(a), Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made
thereunder, the Authorised Share Capital of the Company be and is hereby increased from Rs.2498,00,00,000/- (Rupees Two Thousand Four Hundred
Ninety Eight Crores Only) divided into 1249,00,00,000 (One Thousand Two Hundred Forty Nine Crores) equity shares of Rs.2/- (Rupees Two Only) each to
Rs.8400,00,00,000/- (Rupees Eight Thousand Four Hundred Crores Only) divided into 4200,00,00,000 (Four Thousand Two Hundred Crores) equity shares
of Rs.2/- (Rupees Two Only) each by creation of additional 2951,00,00,000 (Two Thousand Nine Hundred Fifty One Crores) equity shares of Rs.2/- (Rupees
Two Only) each in the Authorised Share Capital of the Company.”
“RESOLVED FURTHER THAT pursuant to Section 64(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made
thereunder, the existing Clause V of the Memorandum of Association of the Company be altered to read as under:
V. The Authorised Share Capital of the Company is Rs.8400,00,00,000/- (Rupees Eight Thousand Four Hundred Crores Only) divided into 4200,00,00,000
(Four Thousand Two Hundred Crores) equity shares of Rs.2/- (Rupees Two Only).”
“RESOLVED FURTHER THAT Mr. Tulsi R.Tanti, Chairman & Managing Director, Mr. Vinod R.Tanti, the Wholetime Director & COO, Mr. J.P.Chalasani,
the Group Chief Executive Officer, Mr. Swapnil Jain, the Chief Financial Officer and Mrs. Geetanjali S.Vaidya, the Company Secretary of the Company, be
and are hereby severally authorised to intimate the Registrar of Companies, Gujarat about such increase in the Authorised Share Capital of the Company and
to do all such acts, deeds, matters and things to give effect to the aforementioned Resolution, including to enable the Company and the Registrar to make
necessary changes in the Capital Clause of the Memorandum of Association of the Company as specified in the above Resolution.”
2. To approve issue of equity shares of the Company on preferential basis to the lenders pursuant to restructuring of debt of the Company and its
certain identified subsidiaries
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in terms of restructuring of debt (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt restructuring
proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the Board enters into
/ exchanges with the lenders / others in relation to or in order to implement the Resolution Plan) of the Company and its certain identified subsidiaries
(collectively, “Suzlon The Group” or the “STG”) formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets)
Directions, 2019 issued by Reserve Bank of India vide its circular dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) and pursuant to the
provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any and to the extent applicable, of the Companies Act, 2013 and Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”) and
in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Regulation 158(6) of Chapter V –
“Preferential Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read
with the listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed and all other applicable
laws, rules, regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of
India (“GOI”), the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and
other competent authorities and subject to the approvals, permissions, sanctions and consents as may be necessary from lenders and any regulatory and
other appropriate authorities including but not limited to the GOI, SEBI, RBI, MCA, etc., and all such other approvals and subject to such conditions and
modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board
of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted
or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the Company be and is hereby accorded to the
Board, to create, offer, issue and allot in dematerialised form, up to 100,00,00,000 (One Hundred Crores) equity shares of the Company having a face value
of Rs.2/- (Rupees Two Only) each subject to such equity shares constituting at least 10% of the post- issue share capital of the Company (subject to certain
permissible exclusions as may be agreed by the lenders), to be issued at an aggregate consideration of Re.1/- (Rupee One Only) for each lender to one or
more lenders as mentioned in the explanatory statement (hereinafter collectively referred to as the “Proposed Equity Holders”) in part conversion of their
debt, in one or more tranches, whether they are shareholders of the Company or not, by way of a preferential allotment and in such manner and on such
other terms and conditions, as the Board may, in its absolute discretion, think fit.”
“RESOLVED FURTHER THAT in accordance with Regulation 158(6) of the ICDR Regulations read with Regulations 31-33 of Annex-1 to the RBI Circular,
the “Reference Date”, for determining the price of the equity shares being allotted to the Proposed Equity Holders by way of preferential issue pursuant to
conversion of debt as part of a debt restructuring in accordance with RBI guidelines is the date on which the lenders approve the Resolution Plan.”

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“RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and shall rank
pari passu with the existing equity shares of the Company in all respects.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board (for actions
that are permitted to be performed by such Committee under the provisions of the Act) be and is hereby authorised on behalf of the Company to take
all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorised representative(s)) as it may,
in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates of allotment, revising the Reference Date
in accordance with applicable law, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, appointing
intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for
securities so allotted directly into the depository accounts of the Proposed Equity Holders, listing of the equity shares to be issued and allotted, and to
modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by any of the lenders while approving or
implementing the Resolution Plan or by any statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, RBI, MCA,
etc. and such other approvals and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue,
pricing of the issue, allotment and listing of the equity shares arising there from, including utilisation of the issue proceeds and to execute all such affidavits,
agreements, applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with the proposed issue as the
Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of the shareholders or
otherwise with the intent that the shareholders shall be deemed to be have accepted Board’s decisions on such matters as decisions that shall prevail and that
the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board (for actions that are permitted to be performed by such committee under the provisions of the Act) to give effect to this resolution.”
3. To approve issue of optionally convertible debentures of the Company on preferential basis to the lenders pursuant to restructuring of debt of
the Company and its certain identified subsidiaries
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in terms of the restructuring of debt (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt
restructuring proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the
Board enters into / exchanges with the lenders / others in relation to or in order to implement the Resolution Plan) of the Company and its certain identified
subsidiaries (collectively, “Suzlon The Group” or the “STG”) formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 issued by Reserve Bank of India vide its circular dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) and pursuant
to the provisions of Sections 23(1)(b), 42, 62(1)(c), 71 and other applicable provisions, if any and to the extent applicable, of the Companies Act, 2013
and Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the
“Act”) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Chapter V – “Preferential
Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read with the
listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed and all other applicable laws, rules,
regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of India (“GOI”),
the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other competent
authorities, and subject to the approvals, permissions, sanctions and consents as may be necessary from lenders and any regulatory and other appropriate
authorities including but not limited to the GOI, SEBI, RBI, MCA, etc., and all such other approvals and subject to such conditions and modifications as may
be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors of the
Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted or may constitute
to exercise its powers, including the powers conferred by this resolution), the consent of the Company be and is hereby accorded to the Board to create, offer,
issue and allot in dematerialised form, up to 4,10,000 (Four Lacs Ten Thousand) 0.01% Secured Optionally Convertible Debentures (hereinafter referred to
as the “OCDs”) having a face value of Rs.1,00,000/- (Rupees One Lac Only) each to be issued at the face value aggregating to Rs.4100,00,00,000/- (Rupees
Four Thousand One Hundred Crores Only) to one or more lenders as mentioned in the explanatory statement (hereinafter collectively referred to as the
“Proposed OCD Holders”) in lieu of part conversion of their debt, in one or more tranches, whether they are shareholders of the Company or not, by way of
a preferential allotment and in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.”
“RESOLVED FURTHER THAT the “Relevant Date / Reference Date”, for determining the price of the equity shares to be allotted pursuant to conversion of
OCDs shall be fixed at the time of conversion of the OCDs as per the applicable provisions of the ICDR Regulations, RBI regulations and the Act.”
“RESOLVED FURTHER THAT (a) the OCDs as well as the equity shares to be allotted on conversion of the OCDs shall be made fully paid up at the time
of allotment, (b) the equity shares so allotted shall rank pari passu with the existing equity shares of the Company in all respects, and (c) the OCDs as well
as the equity shares issued upon conversion of the OCDs shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations.”
“RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of OCDs to the Proposed OCD Holders shall be subject
to the following terms and conditions apart from other requirements as prescribed under applicable laws:

Sr. TOPIC DETAILS

No.
1. Instrument Secured Optionally Convertible Debentures
2. Issuer Suzlon Energy Limited
3. Amount Up to Rs.4,100 Crores
4. Coupon 0.01% p.a., payable annually on 30th June
5. Face value Rs.1,00,000/- each
6. Rating Unrated

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 Sr. TOPIC DETAILS
No.
7. Listing Unlisted
8. Issue price At par with Face Value
9. Tenor Initial Tenor of 10 years.
At the end of initial tenor, the holders of OCDs shall have the obligation to subscribe to new series of OCDs having tenor
of 10 (ten) years. Such new series shall be issued in compliance with the provisions of applicable law, and on similar terms
of issuance as that of old series OCDs (save and except for required adjustments needed for payments / pre-payments /
conversions of OCDs made during the currency of old series OCDs pursuant to the terms of issuance of the old series
and / or the provisions of the Resolution Plan) in accordance with regulatory approvals and such that proceeds of old
series shall be utilised for subscription to the new series.
10. Redemption of face Each OCD of face value of Rs.1,00,000/- to be redeemed in the following manner:
value of OCDs In the event of any payments / prepayments / conversions made during the currency of OCDs pursuant to the terms
of issuance and / or the provisions of the Resolution Plan, such payment / prepayment / conversion amount shall be
adjusted against the payment schedule provided below.

Date Redemption of OCD

30th June 2020 Rs.10/- each
30th June 2021 Rs.10/- each
30th June 2022 Rs.10/- each
30th June 2023 Rs.10/- each
30th June 2024 Rs.10/- each
30th June 2025 Rs.10/- each
30th June 2026 Rs.10/- each
30th June 2027 Rs.10/- each
30th June 2028 Rs.10/- each
30th June 2029 Rs.10/- each
30th June 2030 Rs.10/- each or such other amount as may be agreed
New Series
31st March 2031 Rs.4980/- each
31st March 2032 Rs.4990/- each
31st March 2033 Rs.9990/- each
31st March 2034 Rs.9990/- each
31st March 2035 Rs.9990/- each
31st March 2036 Rs.9990/- each
31st March 2037 Rs.9990/- each
31st March 2038 Rs.9990/- each
31st March 2039 Rs.14990/- each
31st March 2040 Rs.14990/- each
11. Voting Rights Nil.
Equity shares of the Company issued upon conversion of OCDs shall carry the same voting rights as are available on the
existing equity shares of the Company.
12. Convertibility Option In case of default in redemption of OCDs pursuant to its terms, the holders of OCDs shall have the option to convert the
defaulted redemption amount into equity shares of the Company.
In case of default in servicing OCDs, the OCD holders shall have an option to convert OCDs into equity shares of the
Company.
13. Conversion Price Conversion Price of the OCDs for their conversion into equity shares of the Company shall be determined at the time of
conversion of the OCDs as per applicable ICDR Regulations, RBI regulations and the Act.
14. Security OCDs will be secured by (a) Corporate Guarantee of Suzlon Global Services Limited, Suzlon Power Infrastructure
Limited, Suzlon Gujarat Wind Park Limited and Suzlon Generators Limited and (b) such other security as per the
Resolution Plan
15. Prepayment OCDs shall be subject to prepayment terms (including exit price) as agreed to between the Board and the Proposed OCD
Holders under the terms of the Resolution Plan. It clarified that there shall not be any prepayment penalty for servicing
of OCDs.
16. Other Conditions OCDs shall be subject to such other terms and conditions as may be agreed to between the Board and the Proposed OCD
Holders under the Resolution Plan.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board (for
actions that are permitted to be performed by such Committee under the provisions of the Act) be and is hereby authorised on behalf of the Company

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to take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorised representative(s)) as it
may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates of allotment, revising the Relevant Date
in accordance with applicable law, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, appointing
intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for
securities so allotted directly into the depository accounts of the Proposed OCD Holders, listing of the equity shares to be issued and allotted, and to modify,
accept and give effect to any modifications to the terms and conditions of the issue as may be required by any of the lenders while approving or implementing
the Resolution Plan or by any statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, RBI, MCA, etc. and such
other approvals and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the
issue, allotment and listing of the equity shares arising there from, including utilisation of the issue proceeds and to execute all such affidavits, agreements,
applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with the proposed issue as the Board may in
its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of the shareholders or otherwise with the
intent that the shareholders shall be deemed to be have accepted Board’s decisions on such matters as decisions that shall prevail and that the shareholders
shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board (for actions that are permitted to be performed by such committee under the provisions of the Act) to give effect to this resolution.”
4. To approve issue of convertible warrants of the Company on preferential basis to the lenders pursuant to restructuring of debt of the Company
and its certain identified subsidiaries
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in terms of restructuring of debt (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt restructuring
proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the Board enters into
/ exchanges with the lenders / others in relation to or in order to implement the Resolution Plan) of the Company and its certain identified subsidiaries
(collectively, “Suzlon The Group” or the “STG”) formulated under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets)
Directions, 2019 issued by Reserve Bank of India vide its circular dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) and pursuant to the
provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any and to the extent applicable, of the Companies Act, 2013 and Rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”) and
in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Regulation 158(6) of Chapter V –
“Preferential Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read
with the listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed and all other applicable laws,
rules, regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of India
(“GOI”), the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other
competent authorities, and subject to the approvals, permissions, sanctions and consents as may be necessary from lenders and any regulatory and other
appropriate authorities including but not limited to the GOI, SEBI, RBI, MCA, lenders, etc., and all such other approvals and subject to such conditions and
modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board
of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted
or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the Company be and is hereby accorded to
the Board to create, offer, issue and allot in dematerialised form, up to 50,00,00,000 (Fifty Crores) convertible warrants of Rs.2/- (Rupee Two Only) each
(hereinafter referred to as the “Warrants”) at an aggregate consideration of Re.1/- (Rupee One only) for each lender (hereinafter referred to as the “Warrant
Price”) to one or more lenders as mentioned in the explanatory statement (hereinafter collectively referred to as the “Proposed Warrant Holders”), in part
conversion / resolution of their debt, in one or more tranches, whether they are shareholders of the Company or not, by way of a preferential allotment and
in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.”
“RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of Warrants and equity shares to be allotted on exercise
of Warrants shall be subject to the following terms and conditions apart from other requirements as prescribed under applicable laws:
1) The Warrants shall be unsecured and unrated and shall be issued and allotted in terms of the Resolution Plan and shall be in accordance with the RBI
Circular and Regulation 158(6) of the ICDR Regulations and accordingly other provisions of ICDR Regulations shall not apply to this preferential
issue of Warrants.
2) The Warrants shall be allotted as fully paid- up.
3) All Warrants shall be deposited into a separate escrow agent account. The Warrants shall be released by the escrow agent to the Proposed Warrant
Holders only upon occurrence of the “conversion event” (as described below).
4) In case Part A Facilities under the Resolution Plan are not classified as “Standard” (as per Reserve Bank of India’s Master Circular - Prudential Norms
on Income Recognition, Asset Classification and Provisioning pertaining to Advances dated 1st July 2015 (hereinafter referred to as “IRAC norms”))
by 31st March 2022 (“Conversion Event”), then the Warrants shall be converted into and the Company shall allot, at no additional cost / payment, 1
(One) equity share of a face value of Rs.2/- (Rupees Two Only) each of the Company per Warrant, aggregating to 50,00,00,000 (Fifty Crores) equity
shares of the Company in exchange of all the Warrants together, subject to necessary adjustments on account of any subsequent corporate actions, at
no additional cost of any nature, such that the Equity Shares arising out of the conversion of the Warrants shall aggregate to not less than 5% of the
issued and paid-up share capital of the Company as on the date of allotment of the Warrants.
5) In case Part A Facilities under the Resolution Plan are upgraded as “Standard” (as per IRAC norms) on or before 31st March 2022, then all the
Warrants shall expire without any further action required from the Company or the Proposed Warrant Holders and the amount subscribed shall
stand forfeited.
6) The Warrants by their nature, until converted into equity shares, do not give the Proposed Warrant Holders any rights available to shareholders of
the Company including voting rights.

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7) The equity shares arising from exercise of the Warrants shall be fully paid up at the time of allotment and shall rank pari passu with the existing equity
shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under Regulation 158(6) of the
ICDR Regulations. The said equity shares shall be listed on the National Stock Exchange of India Limited and BSE Limited subject to the receipt of
necessary regulatory permissions and approvals, as the case may be.
8) Upon taking delivery of equity shares and subject to the lock-in requirements and other applicable provisions of the ICDR Regulations, Proposed
Warrant Holders shall be free to immediately sell such shareholding in market and utilise the proceeds for reducing their Part A Facilities under the
Resolution Plan.”
“RESOLVED FURTHER THAT in accordance with Regulation 158(6) of the ICDR Regulations read with Regulations 31-33 of Annex-1 to the RBI Circular,
the “Reference Date”, for conversion of convertible securities into equity is the date on which the lenders approve the conversion of the convertible securities
into equity and as the Proposed Warrant Holders (being the lenders to the Company) have approved the conversion of Warrants under the terms of the
Resolution Plan (such terms have been described in above paragraph), such ‘Reference Date’ is the date on which the lenders approve the Resolution Plan.”
“RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution on conversion of Warrants shall be made fully paid up at the time
of allotment and shall rank pari passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period
as may be prescribed under the ICDR Regulations.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board (for
actions that are permitted to be performed by such Committee under the provisions of the Act) be and is hereby authorised on behalf of the Company to
take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorised representatives) as it may,
in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates of allotment, revising the Reference Date
in accordance with applicable law, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, appointing
intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for
securities so allotted directly into the depository accounts of the Proposed Warrants Holders, listing of the equity shares to be issued and allotted upon
conversion of Warrants, and to modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by any of the
lenders while approving or implementing the Resolution Plan or by any statutory, regulatory and other appropriate authorities including but not limited
to GOI, SEBI, RBI, MCA, etc. and such other approvals and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise
in the proposed issue, pricing of the issue, allotment and listing of the equity shares arising there from, including utilisation of the issue proceeds and to
execute all such affidavits, agreements, applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with
the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of
the shareholders or otherwise with the intent that the shareholders shall be deemed to be have accepted Board’s decisions on such matters as decisions that
shall prevail and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board (for actions that are permitted to be performed by such committee under the provisions of the Act) to give effect to this resolution.”
5. To consider in-principle approval for conversion of loan to equity
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made
there under, and other applicable provisions, if any and to the extent applicable, of the Companies Act, 2013 and Rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”) and in accordance with the provisions
of the Memorandum and Articles of Association of the Company, the provisions of Chapter V – “Preferential Issue” and other applicable provisions, if any,
of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from
time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read with the listing agreements entered into by the Company with
the stock exchanges where the shares of the Company are listed and all other applicable laws, rules, regulations, notifications, guidelines, circulars and
clarifications issued by various authorities including but not limited to the Government of India (“GOI”), the Securities and Exchange Board of India
(“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other competent authorities and subject to the approvals,
permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities (including but not limited to the GOI, SEBI,
RBI, MCA, etc.), and all such other approvals and subject to such conditions and modifications as may be prescribed by any of them while granting such
approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”,
which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers
conferred by this resolution), the consent of the Company be and is hereby accorded to the Board, to convert the whole or part of the outstanding loans of
the Company (including borrowings by way of issuance of debentures and whether disbursed on or prior to or after the date of this resolution) into fully paid
up equity shares of the Company having a face value of Rs.2/- (Rupees Two Only) each, in one or more tranches, on such terms and conditions as set forth
by the lenders to the Company (hereinafter referred to as the “Lenders”) in the sanction letter(s), term sheet(s), loan agreement(s), security document(s)
and / or any other financing documents by whatever name called (hereinafter referred to as the “Financing Documents”) or as may be stipulated by the
Lenders in respect of existing financial assistance or any financial assistance which may be availed in future by the Company, at the option of the Lenders,
not exceeding Rs.20,000 Crores (Rupees Twenty Thousand Crores Only), consistent with the existing borrowing powers of the Company under Section
180(1)(c) of the Companies Act, 2013 and each such financial assistance being separate and distinct from the other, and in the manner specified in a notice
in writing to be given by the Lenders (or their agents or trustees) to the Company (hereinafter referred to as the “Notice of Conversion”) and in accordance
with the following conditions:
i) the conversion right reserved as aforesaid may be exercised by the Lenders in accordance with the terms of the Financing Documents;
ii) on receipt of the Notice of Conversion, the Company shall, subject to the provisions of the Financing Documents and subject to the applicable laws,
allot and issue the requisite number of fully paid-up equity shares of the Company to the Lenders from the date of conversion and the Lenders shall
accept the same in satisfaction of the part of the loans so converted;

5
iii) the part of the loan so converted shall cease to carry interest, further interest, additional interest, repayment instalment, liquidated damages,
commission, fee, etc., as the case may be, from the date of conversion and the loan shall stand correspondingly reduced. Upon such conversion, the
repayment instalments of the loan payable after the date of conversion as per the Financing Documents shall stand reduced by the amounts of the
loan so converted;
iv) The equity shares so allotted and issued to the Lenders shall rank pari passu with the existing equity shares of the Company in all respects.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board / such other
persons authorised by the Board from time to time be and are hereby severally authorised on behalf of the Company to take all actions and to do all such
acts, deeds, matters and things (including sub-delegating its powers to such other authorised representatives) as it may, in its absolute discretion, deem
necessary, proper or desirable for such purpose, including deciding the dates of allotment, deciding and / or finalising other terms of issue and allotment
in consonance with the applicable law, appointing intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of
securities / lock-in of securities, giving credit for securities so allotted directly into the depository accounts of the Lenders, listing of the equity shares to be
issued and allotted, and to modify, accept and give effect to any modifications to the terms and conditions of the offer, issue and allotment as may be required
by the statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, RBI, MCA, etc. and such other approvals and as may
be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the issue, allotment and listing of
the equity shares arising there from, and to execute all such affidavits, agreements, applications, deeds, declarations, documents, forms, letters, returns,
undertakings, writings, etc. in connection with the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being
required to seek any further consent or approval of the shareholders or otherwise with the intent that the shareholders shall be deemed to have given their
approval thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board to give effect to this resolution.”
6. To approve issue of equity shares / equity linked instruments
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23, 41, 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 and other applicable rules
made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) 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, National Stock Exchange of India Limited 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
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares
(through Depository Receipt Mechanism) Scheme, 1993, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘ICDR Regulations’), the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended from time to time, the uniform listing
agreement entered into by the 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 regulations
and guidelines issued by the GOI, RBI, SEBI and any competent authorities and clarifications issued thereon from time to time and subject to all other
necessary approvals, permissions, consents and sanctions of concerned statutory and other authorities 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 thereof), consent of the Company
be and is hereby accorded to the Board to create, offer, issue and allot, such number of Equity Shares, Global Depository Receipts (GDRs), American
Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), and / or Fully Convertible Debentures (FCDs), Non-Convertible Debentures
(NCDs) with warrants or any other financial instruments by whatever name called (OFIs) convertible into or linked to Equity Shares 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, whether Rupee denominated or denominated in foreign currency, in the course of international and / or domestic offering(s)
in one or more foreign markets and / or domestic market, through public issue(s) by prospectus, private placement(s) or a combination thereof at such
time or times, and / or Qualified Institutional Placement (‘QIP’) and / or rights offering or any combination thereof, through issue of prospectus and / or
placement document or other permissible / requisite offer document to any eligible person including Qualified Institutional Buyers (‘QIBs’) in accordance
with Chapter VI of the ICDR Regulations or otherwise, and / or to any person including foreign / resident investors (whether institutions, incorporated
bodies, mutual funds and / or individuals or otherwise), Foreign Institutional Investors, Promoters / Promoter Group, Indian and / or Multilateral Financial
Institutions, Mutual Funds, 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, for an aggregate value of up to Rs.1,000
Crores (Rupees One Thousand Crores Only) or an amount equivalent thereof in one or more foreign currencies (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 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, as the Board in its absolute discretion may deem fit and appropriate.”
“RESOLVED FURTHER THAT if any issue of Securities is made by way of a QIP in terms of Chapter VI of the ICDR Regulations (hereinafter referred to
as ‘Eligible Securities’ within the meaning of the ICDR Regulations):

6
(a) the allotment of the Eligible Securities, or any combination of Eligible Securities as may be decided by the Board shall be completed within 12
(twelve) months 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 ICDR Regulations from time to time;
(b) the Eligible Securities shall not be eligible to be sold for a period of 12 (twelve) months from the date of allotment, except on a recognized stock
exchange, or except as may be permitted from time to time under the ICDR Regulations;
(c) the total amount raised in such manner through the QIP, together with other QIP(s) made in the same financial year, if any, should not, exceed 5
(five) times the net worth of the Company as per the audited balance sheet of the previous financial year;
(d) the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board decides to open the issue of Equity
Shares 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;
(e) in the event that convertible securities and / or warrants which are convertible into Equity Shares of the Company are issued along with NCDs to
QIBs under Chapter VI of the 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 NCDs 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;
(f) the allotment to each QIB in the proposed QIP will not exceed 5% of the post issue paid-up capital of the Company or such other limit as may be
permitted under applicable law;
(g) the Board may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on
the price calculated in accordance with the pricing formula provided under the ICDR Regulations.”
“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 with the existing Equity Shares of the Company.”
“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:
(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 in the event the Securities are proposed to be issued as ADRs or GDRs, 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 Depository Receipts
Scheme, 2014 and other applicable pricing provisions issued by the Ministry of Finance.”
“RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, 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 Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (through the Depository Receipt Mechanism) Scheme, 1993 and other applicable pricing provisions issued by the Ministry of
Finance.”
“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 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 National and International Stock Exchange(s).”
“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, except the right as to dividend which shall be as provided under the terms of the issue and
in the offering documents.”
“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

7
of the Issue(s), 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).”
“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.”
7. To approve divestment / dilution / disposal of the Company’s investment(s) / asset(s) / undertaking(s)
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT in terms of the ongoing business, corporate and debt restructuring of the Company and its certain identified subsidiaries (collectively,
“Suzlon The Group” or the “STG”) and pursuant to Section 180(1)(a) of the Companies Act, 2013 (“Act”) read with Regulation 24 and other applicable
regulations, if any, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”)
and to the extent applicable, of the Act, the Memorandum and Articles of Association of the Company and subject to requisite approvals of all concerned
statutory and regulatory authorities and departments, person or persons, if and to the extent necessary (including approval of the lenders), and such other
approvals, permissions and sanctions as may be required, consent of the Company be and is hereby accorded to the Board of Directors of the Company
(hereinafter referred to as “Board”, which term shall include a Committee thereof authorised for the purpose) for divestment / dilution / disposal / change
in control of, selling, leasing or otherwise dealing in the Company’s or any of its subsidiaries’ investment(s) / asset(s) / undertaking(s), partly or fully, and
including but not limiting to one or more or all of the following on such terms and conditions and in such manner as the Board may in its absolute discretion
decide or as it may deem fit in the best interest of the Company:
(a) SE Forge Limited
(b) Suzlon Global Services Limited
(c) Suzlon Wind Energy Romania SRL
(d) Suzlon Energy Portugal, Lda
(e) Suzlon Wind Eberji Sanayi Ve Ticaret Ltd. Şti
(f) Suzlon Wind Energy Espana S.L.U
(g) Suzlon Wind Energy South Africa PTY Ltd
(h) Suzlon Wind Energy Lanka Pvt Ltd
(i) Suzlon Wind Energy Corporation
(j) Suzlon Wind Energy Nicaragua S.A
(k) Suzlon Energy Australia Pty Ltd
(l) Corporate Office of Suzlon Group at “One Earth”, Hadapsar, Pune
(m) Any other investment(s) / asset(s) / undertaking(s) identified by the Board and agreed with the Lenders
(hereinafter referred to as the “Assets”).”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board and / or such other persons authorised by the Board from time
to time be and are hereby severally authorised to do all such acts, deeds, matters and things including but not limiting to deciding the time when the
divestment / dilution / disposal / change in control / selling / leasing / other dealings be done / made, the manner of divestment / dilution / disposal /
change in control / selling / dealing / other dealings, extent of divestment / dilution / disposal / change in control / selling / dealing / other dealings, other
incidental and ancillary activities thereto determining such other terms and conditions, other incidental and ancillary activities relevant to the divestment
/ dilution / disposal / change in control / selling / leasing / other dealings of the Company’s Assets, negotiating, finalising and executing agreement(s), such
other document(s), by whatever name called, such other deeds, documents, indemnities, contracts, declarations, undertakings, forms, letters and such other
papers as may be necessary, desirable and expedient to be agreed, signed and executed, to make all such filings and applications for the statutory / regulatory
and other approvals as may be required in the matter and to complete the aforesaid transaction, from time to time, take necessary steps in the matter as the
Board may in its absolute discretion deem necessary, desirable or expedient to give effect to the aforesaid resolution, from time to time, and to settle any
question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the shareholders or otherwise
to the end and intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”
8. To approve issue of equity shares of the Company on preferential basis to the Promoters and certain persons / entities in terms of the Companies
Act, 2013 and the ICDR Regulations
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and
Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”)
and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Chapter V – “Preferential
Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and Exchange

8
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read with the
listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed and all other applicable laws, rules,
regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of India (“GOI”),
the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other competent
authorities, and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities
(including but not limited to the GOI, SEBI, RBI, MCA, etc.), and all such other approvals (including approvals of the existing lenders of the Company)
and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents,
which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any
committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the
Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, fully paid-up equity shares of the Company having
a face value of Rs.2/- (Rupees Two Only) each, at an issue price not less than the minimum price determined as on the Relevant Date in accordance with
Regulation 164(1) of the ICDR Regulations and applicable laws, for an aggregate consideration not exceeding Rs.300,00,00,000/- (Rupees Three Hundred
Crores) to the Promoters and certain persons / entities as mentioned in the explanatory statement (hereinafter collectively referred to as the “Proposed
Allottees”), in one or more tranches, whether they are shareholders of the Company or not, by way of a preferential allotment and in such manner and on
such other terms and conditions, as the Board may, in its absolute discretion, think fit.”
“RESOLVED FURTHER THAT in accordance with Regulation 161(a) of the ICDR Regulations, the “Relevant Date”, for determining the price of the equity
shares being allotted to the Proposed Allottees, on a preferential basis, i.e. 20th February 2020 being the date which is 30 (Thirty) days prior to the date on
which the meeting of shareholders is held to consider the proposed preferential issue.”
“RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and shall rank
pari passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under
the ICDR Regulations.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee (for actions that are
permitted to be performed by such Committee under the provisions of the Act) of the Board be and is hereby authorised on behalf of the Company to
take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorised representatives) as it may,
in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates of allotment, revising the Relevant Date in
accordance with applicable law, deciding and / or finalising other terms of issue and allotment in consonance with the ICDR Regulations, appointing
intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for
securities so allotted directly into the depository accounts of the Proposed Allottees, listing of the equity shares to be issued and allotted, and to modify,
accept and give effect to any modifications to the terms and conditions of the issue as may be required by the statutory, regulatory and other appropriate
authorities including but not limited to GOI, SEBI, RBI, MCA, etc. and such other approvals (including approvals of the existing lenders of the Company,
if required) and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the issue,
allotment and listing of the equity shares arising there from, including utilisation of the issue proceeds, cancelling the unsubscribed portion (if any) and to
execute all such affidavits, agreements, applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with
the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval
of the shareholders or otherwise with the intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this
resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board (for actions that are permitted to be performed by such committee under the provisions of the Act) to give effect to this resolution.”
9. To approve issue of compulsorily convertible debentures of the Company on preferential basis to Promoters and certain persons / entities in
terms of the Companies Act, 2013 and the ICDR Regulations
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and
Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”)
and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Chapter V – “Preferential
Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) read with the
listing agreements entered into by the Company with the stock exchanges where the shares of the Company are listed and all other applicable laws, rules,
regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of India (“GOI”),
the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Corporate Affairs (“MCA”) and other competent
authorities, and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities
(including but not limited to the GOI, SEBI, RBI, MCA, etc.), and all such other approvals (including approvals of the existing lenders of the Company)
and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents,
which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any
committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the
Company be and is hereby accorded to the Board to create, offer, issue and allot, in dematerialised form, 10,000 (Ten Thousand) unsecured compulsorily
convertible debentures (hereinafter referred to as the “CCDs”) of the Company having a face value of Rs.1,00,000/- (Rupees One Lac Only) each for cash at
par aggregating to Rs.100,00,00,000/- (Rupees One Hundred Crores Only) to Tanti Holdings Private Limited (i.e. a promoter of the Company) and certain
persons / entities as mentioned in the explanatory statement (hereinafter collectively referred to as the “Proposed Allottees”), in one or more tranches,
whether they are shareholders of the Company or not, by way of a preferential allotment and in such manner and on such other terms and conditions, as
the Board may, in its absolute discretion, think fit.”

9
“RESOLVED FURTHER THAT the CCDs be offered and issued on the following terms and conditions:
1. Face Value: Each CCD shall have a face value of Rs.1,00,000/- (Rupees One Lac Only).
2. Form: The CCDs shall be allotted in dematerialised form and shall be rupee denominated, unsecured, unlisted, unrated, compulsorily convertible
and subject to the provisions of the Companies Act, 2013, the ICDR Regulations and the Memorandum and Articles of Association of the Company.
3. Conversion Ratio / Other Conversion Terms: Each CCD shall be convertible into 38,314 equity shares of the Company having a face value of Rs.2/-
(Rupees Two Only) each. The conversion of CCDs shall be at the option of the Proposed Allottees during the period of 18 months form the date of
allotment, and if such option is not exercised, the CCDs shall compulsorily and mandatorily convert into equity shares of the Company, as per the
conversion ratio specified above on the last day of the period of 18 months from the date of allotment as specified in the ICDR Regulations, at the
conversion price determined with reference to the Relevant Date, i.e. 20 February 2020, being a date which is 30 (Thirty) days prior to the date on
which the meeting of shareholders is to be held to consider the proposed preferential issue in accordance with the ICDR Regulations.
4. Interest: The CCDs shall carry ‘nil’ interest.
5. Voting: The CCDs shall not carry any voting rights.
6. Amendment of terms: The Board / Securities Issue Committee may, subject to the applicable laws and consent of the CCD Holders, vary the terms
of allotment and / or conversion of the CCDs, from time to time, as it may think fit in the best interest of the Company.”
“RESOLVED FURTHER THAT in accordance with Regulation 161(a) of the ICDR Regulations, the “Relevant Date”, for determining the price of the equity
shares to be allotted to the Proposed Allottees pursuant to conversion of CCDs allotted on a preferential basis, is 20 February 2020, being a date which is 30
(Thirty) days prior to the date on which the meeting of shareholders is to be held to consider the proposed preferential issue.”
“RESOLVED FURTHER THAT the equity shares to be allotted pursuant to conversion of CCDs allotted in terms of this resolution shall be fully paid up
at the time of allotment and shall rank pari passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for
such period as may be prescribed under the ICDR Regulations.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Securities Issue Committee of the Board be and is
hereby authorised on behalf of the Company to take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to
such other authorised representatives) as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates
of allotment, revising the Relevant Date in accordance with applicable law, deciding and / or finalising other terms of issue and allotment in consonance
with the ICDR Regulations, appointing intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities
/ lock-in of securities, giving credit for securities so allotted directly into the depository accounts of the Proposed Allottee(s), listing of the equity shares
to be issued and / or allotted, and to modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by the
statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, RBI, MCA, etc. and such other approvals (including approvals
of the existing lenders of the Company, if required) and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the
proposed issue, pricing of the issue, allotment and listing of the equity shares arising there from, including utilisation of the issue proceeds and to execute
all such affidavits, agreements, applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with the
proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of
the shareholders or otherwise with the intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this
resolution.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any other committee of the
Board to give effect to this resolution.”
10. To amend the Articles of Association of the Company
To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 5, 14(1), 15 read with Companies (Incorporation) Rules, 2014, and other applicable provisions,
if any, of the Companies Act, 2013 and subject to such other approvals and permissions, if any and to the extent required, the Articles of the Company be
and the same are hereby amended as under:
I. Insert the following definition after the definition of “Register of Members”:
“Resolution Plan” means the resolution plan proposed to be approved by the lenders of the Company, for resolution of the debt of the Company and
its subsidiaries, in accordance with and pursuant to the Prudential Framework for Resolution of Stressed Assets issued by the Reserve Bank of India
dated June 7, 2019; and
II. Insert following Articles 7A, 7B and 7C after the existing Article 7 in the Articles of Association of the Company:
7A. Further, subject to the provisions of the Act and these Articles, the Directors may also issue, allot or otherwise dispose of debentures, warrants or
such other securities, convertible into equity or otherwise, to such persons, in such proportion and on such terms and conditions and either at a
premium or at par or at discount and at such time as they may from time to time think fit and with the sanction of the Company in General Meeting
and to give to any person the option to call or put for any such securities either at par or at a premium or at a discount during such time and for such
consideration as the Directors think fit.
7B. The terms and conditions of the following securities issued in accordance with the Resolution Plan, including any terms in relation to the issue,
conversion, redemption and cancellation are deemed to be incorporated in these Articles, with effect from the date of approval of this Article 7B by
the members of the Company:
a. Secured unlisted unrated 0.01% p.a. optionally convertible debentures of face value of Rs. 100,000 each having initial tenor of 10 years, as per
the following terms:

10
Sr. TOPIC DETAILS
No.
1. Instrument Secured Optionally Convertible Debentures
2. Issuer Suzlon Energy Limited
3. Amount Up to Rs.4,100 Crores
4. Coupon 0.01% p.a., payable annually on 30th June
5. Face value Rs.1,00,000/- each
6. Rating Unrated
7. Listing Unlisted
8. Issue price At par with Face Value
9. Tenor Initial Tenor of 10 years.
At the end of initial tenor, the holders of OCDs shall have the obligation to subscribe to new series
of OCDs having tenor of 10 (ten) years. Such new series shall be issued in compliance with the
provisions of applicable law, and on similar terms of issuance as that of old series OCDs (save and
except for required adjustments needed for payments / pre-payments / conversions of OCDs made
during the currency of old series OCDs pursuant to the terms of issuance of the old series and / or the
provisions of the Resolution Plan) in accordance with regulatory approvals and such that proceeds of
old series shall be utilised for subscription to the new series.
10. Redemption of face value of Each OCD of face value of Rs.1,00,000/- to be redeemed in the following manner:
OCDs In the event of any payments / prepayments / conversions made during the currency of OCDs
pursuant to the terms of issuance and / or the provisions of the Resolution Plan, such payment /
prepayment / conversion amount shall be adjusted against the payment schedule provided below.

Date Redemption of OCD

30 June 2020
th
Rs.10/- each
30th June 2021 Rs.10/- each
30th June 2022 Rs.10/- each
30th June 2023 Rs.10/- each
30 June 2024
th Rs.10/- each
30th June 2025 Rs.10/- each
30 June 2026
th Rs.10/- each
30th June 2027 Rs.10/- each
30th June 2028 Rs.10/- each
30 June 2029
th Rs.10/- each
30th June 2030 Rs.10/- each
New Series
31st March 2031 Rs.4980/- each
31 March 2032
st Rs.4990/- each
31st March 2033 Rs.9990/- each
31st March 2034 Rs.9990/- each
31st March 2035 Rs.9990/- each
31 March 2036
st Rs.9990/- each
31st March 2037 Rs.9990/- each
31st March 2038 Rs.9990/- each
31st March 2039 Rs.14990/- each
31 March 2040
st
Rs.14990/- each
11. Voting Rights Nil.
Equity shares of the Company issued upon conversion of OCDs shall carry the same voting rights as
are available on the existing equity shares of the Company.

11
 Sr. TOPIC DETAILS
No.
12. Convertibility Option In case of default in redemption of OCDs pursuant to its terms, the holders of OCDs shall have the
option to convert the defaulted redemption amount into equity shares of the Company.
In case of default in servicing OCDs, the OCD holders shall have an option to convert OCDs into
equity shares of the Company.
13. Conversion Price Conversion Price of the OCDs for their conversion into equity shares of the Company shall be
determined at the time of conversion of the OCDs as per applicable ICDR Regulations, RBI regulations
and the Act.
14. Security OCDs will be secured by (a) Corporate Guarantee of Suzlon Global Services Limited, Suzlon Power
Infrastructure Limited, Suzlon Gujarat Wind Park Limited and Suzlon Generators Limited and (b)
such other security as per the Resolution Plan
15. Prepayment OCDs shall be subject to prepayment terms (including exit price) as agreed to between the Board and
the Proposed OCD Holders under the terms of the Resolution Plan. It clarified that there shall not be
any prepayment penalty for servicing of OCDs.
16. Other Conditions OCDs shall be subject to such other terms and conditions as may be agreed to between the Board and
the Proposed OCD Holders under the Resolution Plan.”
b. Warrants convertible into at least 5% of the equity share capital of the Company or 41,75,00,000 equity shares, whichever is higher, and issued
in lieu of equity shares to be allotted to lenders in the event the accounts of the Company are not classified as ‘Standard’ (as per IRAC norms)
by September 30, 2022.
7C. The Lenders of the Company shall have the right to require the Company to acquire any securities including compulsorily convertible preference
shares of Suzlon Global Services Limited or any other subsidiary of the Company, allotted to the Lenders, in terms of the Resolution Plan, as per the
terms and conditions of such securities and as further detailed in the documentation entered into between the Company and the Lenders in terms
of the Resolution Plan.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board and / or such other persons authorised by the Board from time
to time be and are hereby severally authorised to do all such acts, deeds, matters and things, take necessary steps in the matter as the Board may in its
absolute discretion deem necessary, desirable or expedient to give effect to the aforesaid resolution, and to settle any question that may arise in this regard
and incidental thereto, without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that the
Shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By order of the Board of Directors of

Suzlon Energy Limited

Geetanjali S.Vaidya,
Place : Mumbai Company Secretary.
Date : 27th February 2020 M. No. A18026.
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.

Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members
not exceeding 50 (fifty) and holding in aggregate not more than 10 (ten) percent of the total share capital of the Company carrying voting rights. A
member holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy
and such person shall not act as a proxy for any other person or shareholder.
2. The instrument appointing proxy in order to be effective must be deposited at the Company’s Registered Office, duly completed, stamped and signed,
not less than 48 (forty eight) hours before commencement of this Extra Ordinary General Meeting of the Company.
3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the aforesaid items of Special Business is enclosed
herewith.
4. Corporate shareholders intending to send their authorised representatives to attend this Extra Ordinary General Meeting are requested to send a
certified copy of the board resolution authorising their representative to attend and vote on their behalf at the meeting.
5. Shareholders desirous of asking any questions at this Extra Ordinary General Meeting are requested to send in their questions so as to reach the
Company’s Registered Office at least 7 (seven) days before the date of this Extra Ordinary General Meeting so that the same can be suitably replied
to.
6. Shareholders / proxies / authorised representatives are requested to bring the duly filled attendance slip enclosed herewith to attend the meeting.
7. Keeping in view the “Green Initiative in Corporate Governance” of Ministry of Corporate Affairs and in continuation to the practice adopted in
previous years, the Company proposes to continue to send notices / documents including annual reports, etc. to the shareholders in electronic form.

12
 Shareholders who have still not registered their email addresses are requested to register their email addresses, in respect of electronic holdings with
the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer
Agent, KFin Technologies Private Limited, Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032,
India, Toll Free No. 1800-3454-001; Email: [email protected]. Those shareholders who have already registered their email addresses are
requested to keep their email addresses validated with their Depository Participants to enable servicing of notices / documents / Annual Reports
electronically to their email address. 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 Company’s Registered Office and Corporate Office during specified office hours.
8. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Shareholders
holding shares in electronic form are therefore requested to submit their PAN to their Depository Participant and shareholders holding shares
in physical form are required to submit their PAN to the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited,
Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, India, Toll Free No.1800-3454-001; Email:
[email protected].
9. The route map showing directions to reach the venue of this Extra Ordinary General Meeting is enclosed herewith.
10. All documents required to be kept open for inspection, if any, are 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) up to the date of this Extra Ordinary General Meeting.
Such documents shall also be available for inspection at the venue till the conclusion of this Extra Ordinary General Meeting.
11. Remote e-voting
Pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 108 of the Companies Act, 2013 and Rules made thereunder, the Company is providing facility for voting by electronic means (“remote
e-voting”) to the shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the Notice. The facility for
voting by ballot or polling paper shall also be made available at the Extra Ordinary General Meeting and the shareholders attending the meeting who
have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting. The shareholders who have already cast their
vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
The Company has appointed Mr. Ravi Kapoor, Practicing Company Secretary (Membership No.F2587 and Certificate of Practice No.2407) as the
Scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional. The e-voting rights of the shareholders
/ beneficial owners shall be reckoned on the equity shares held by them as on 18th March 2020 being the cut-off date for the purpose. The
shareholders of the Company holding shares either in dematerialised or in physical form, as on the cut-off date, may cast their vote electronically. A
person who is not a shareholder on the cut-off date should treat this Notice for information purposes only.
Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and is holding shares as on
the cut-off date, i.e. 18th March 2020, may obtain the User ID and password in the manner as mentioned below:
(i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD<space>DP ID
Client ID or Event number (i.e.5243)+Folio No. to 9212993399
Example for NSDL : MYEPWD<SPACE>IN12345612345678
Example for CDSL : MYEPWD<SPACE>1402345612345678
Example for Physical : MYEPWD<SPACE>52431234567
(ii) If e-mail or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.
com, the member may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
The process and manner for remote e-voting is as under:
1. The Company has entered into an arrangement with KFin Technologies Private Limited (“Kfintech”) for facilitating remote e-voting for the ensuing
Extra Ordinary General Meeting. The instructions for remote e-voting are as under:
(i) Open your web browser during the voting period and navigate to ‘https://evoting.karvy.com’.
(ii) Enter the login credentials, i.e. user-id & password, mentioned on the attendance slip / email forwarded through the electronic notice:

User ID For shareholder(s) / beneficial owner(s) holding shares in demat form:-

a) For NSDL:- 8 characters DP ID followed by 8 digits Client ID
b) For CDSL:- 16 digits Beneficiary ID
c) For shareholder(s) holding shares in physical form:- Event number (i.e. 5243)+folio number
Password Your unique password is printed on the EGM attendance slip / sent via email forwarded through the electronic notice.
Captcha Enter the verification code for security reasons, i.e., please enter the alphabets and numbers in the exact way as they are
displayed.
(iii) After entering these details appropriately, click on “LOGIN”.
(iv) Members holding shares in demat / physical form will now reach password change menu wherein they are required to mandatorily change
their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case

13
 (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @, etc.). Kindly note that this password can be used
by the demat holders for voting for resolution of any other company on which they are eligible to vote, provided that such company opts for
e-voting through Kfintech’s e-voting platform. System will prompt you to change your password and update any contact details like mobile,
email ID., etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It
is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Kindly
ensure that you note down your password for future reference. In case you forget it, you will need to go through ‘Forgot Password’ option
available on the Kfintech’s e-voting website to reset the same.
(v) You need to login again with the new credentials.
(vi) On successful login, system will prompt to select the ‘Event’, i.e. ‘SUZLON ENERGY LIMITED’.
(vii) If you are holding shares in demat form and had logged on to https://evoting.karvy.com and casted your vote earlier for any other company,
then your existing login id and password are to be used.
(viii) On the voting page, you will see resolution description and against the same the option ‘FOR / AGAINST / ABSTAIN’ for voting. Enter
the number of shares under ‘FOR / AGAINST / ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and partially in
‘AGAINST’, but the total number in ‘FOR / AGAINST’ taken together should not exceed your total shareholding. If you do not want to cast a
vote, you may select ‘ABSTAIN’.
(ix) After selecting the resolution if you have decided to cast vote on the same, click on “SUBMIT” and a confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(x) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(xi) 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 “Corporate Name”.
2. Once you have cast your vote on a resolution you will not be allowed to modify it subsequently. Kindly note that once you have cast your vote you
cannot modify or vote on poll at the Extra Ordinary General Meeting. However, you can attend the meeting and participate in the discussions, if any.
3. The Portal will remain open for voting from: 9.00 a.m. on Saturday, 21st March 2020 to 5.00 p.m. on Monday, 23rd March 2020 (both days
inclusive). The e-voting portal shall be disabled by Kfintech thereafter.
4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available
at the download section of https://evoting.karvy.com. In case of any grievances, you may contact Mr. Ganesh Chandra Patro of Kfin Technologies
Private Limited (“Kfintech”) at 040-67162222 or at 1800-3454-001 (toll free); email: [email protected].
5. The Scrutinizer shall immediately after the conclusion of the voting at the Extra Ordinary General Meeting, first count the votes cast at the Extra
Ordinary General Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least 2 (two) witnesses not in the
employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, not
later than 3 (three) days after the conclusion of the Extra Ordinary General Meeting to the Chairman of the Company. The Chairman, or any other
person authorised by the Chairman, shall declare the result of the voting forthwith.
6. The resolutions will be deemed to be passed on the Extra Ordinary General Meeting date subject to receipt of the requisite number of votes in favour
of the resolutions.
7. The results declared along with the Scrutinizer’s Report(s) will be placed on the website of the Company (www.suzlon.com) and on Kfintech’s website
(https://evoting.karvy.com) immediately after it is declared by the Chairman, or any other person authorised by the Chairman, and the same shall be
communicated to the National Stock Exchange of India Limited and BSE Limited.
8. KPRISM- Mobile service application by Kfintech:
Members are requested to note that, the Registrar and Share Transfer Agent, Kfin Technologies Private Limited (“Kfintech”) has launched a new
mobile application - KPRISM and website https://kprism.kfintech.com/app/ for online service to shareholders.
Members can download the mobile application, register yourself (one time) for availing host of services viz., consolidated portfolio view serviced by
Kfintech, dividend status and send requests for change of address, change / update bank mandate. Through the mobile app, members can download
annual reports, standard forms and keep track of upcoming general meetings, IPO allotment status and dividend disbursements. The mobile
application is available for download from Android Play Store or scan the below QR code. Alternatively visit the link https://kprism.kfintech.com/
app/ to download the mobile application.

https://kprism.kfintech.com/app/

14
 EXPLANATORY STATEMENT
[Pursuant to Section 102 of the Companies Act, 2013]

Agenda Item No.1: To approve increase in the Authorised Share Capital and alteration of the Capital Clause of the Memorandum of Association of
the Company
The present Authorised Share Capital of the Company is Rs.2498,00,00,000/- (Rupees Two Thousand Four Hundred Ninety Eight Crores Only) divided into
1249,00,00,000 (One Thousand Two Hundred Forty Nine Crores) equity shares of Rs.2/- (Rupees Two Only) each. In terms of the restructuring of debt of
the Company and its certain identified subsidiaries (collectively, “Suzlon The Group” or the “STG”) formulated under the Reserve Bank of India (Prudential
Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular dated 7th June 2019 (hereinafter referred to
as the “RBI Circular”) (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt restructuring proposal, sanction letters issued
by the lenders, the definitive agreements and other documents, writings, written communications as the Board enters into / exchanges with the lenders /
others in relation to or in order to implement the Resolution Plan), the Company has to, inter alia, undertake preferential allotment of (a) Equity Shares of
Rs.2/- (Rupees Two Only) each, (b) Optionally Convertible Debentures of Rs.1,00,000/- (Rupees One Lac Only) each, and (c) warrants convertible into the
equity shares of the Company to one or more lenders. In view of the same and to meet to the future requirements of the Company, it has been felt necessary
to increase the authorised share capital of the Company suitably.
As a consequence of the above, it would be necessary to alter the Capital Clause of the Memorandum of Association of the Company. As per the provisions of
Sections 61(1)(a) and 13 of the Companies Act, 2013, the increase in the Authorised Share Capital and alteration of the Capital Clause of the Memorandum
of Association of the Company respectively require the consent of the shareholders at a general meeting.
Copies of documents relevant to this Resolution including a copy of the amended Memorandum and Articles of Association of the Company shall be
made available for inspection at the registered office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and
Holidays) up to the date of this Extra Ordinary General Meeting. Such documents shall also be available for inspection at the venue till the conclusion of
this Extra Ordinary General Meeting.
The Board of Directors recommend passing of the Ordinary Resolution to approve increase in the Authorised Share Capital and alteration of the Capital
Clause of the Memorandum of Association of the Company. In light of above, you are requested to accord your approval to the Ordinary Resolution as set
out at Agenda Item No.1 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution.
Agenda Item No. 2, 3 and 4 : To approve issue of equity shares, optionally convertible debentures and convertible warrants of the Company on
preferential basis to the lenders pursuant to restructuring of debt of the Company and its certain identified subsidiaries
In terms of the restructuring of debt of the Company and its certain identified subsidiaries (collectively, “Suzlon The Group” or the “STG”) formulated
under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular
dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt
restructuring proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the
Board enters into / exchanges with the lenders / others in relation to or in order to implement the Resolution Plan), the Company has to, inter alia, undertake
preferential allotment of (a) Equity Shares of Rs.2/- (Rupees Two Only) each, (b) Optionally Convertible Debentures of Rs.1,00,000/- (Rupees One Lac
Only) each, and (c) warrants convertible into the equity shares of the Company to one or more lenders as mentioned at point no.(x) below.
A company can undertake preferential allotment / private placement only after obtaining prior approval of the shareholders by way of special resolution
in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rules framed thereunder (the “Act”) and further read with the provisions of
Chapter V – “Preferential Issue” of the ICDR Regulations, as amended, and on the terms and conditions and formalities as stipulated in the Act, the ICDR
Regulations and the RBI Circular.
The following details of the proposed preferential issue of the equity shares are disclosed in accordance with the provisions of the Act and the ICDR
Regulations.
(i) The object / purpose of the preferential issue:
The object of the preferential issue is to comply with the Resolution Plan which inter alia includes part conversion of lenders’ debt by allotment of
following Securities:
1) up to 100,00,00,000 (One Hundred Crores) equity shares of the Company having a face value of Rs.2/- (Rupees Two Only) each to be
issued at an aggregate consideration of Re.1/- (Rupee One Only) for each lender, to one or more lenders as mentioned in point no.(x) below
(hereinafter referred to as the “Proposed Equity Holders”) in lieu of part conversion of their debt;
2) up to 4,10,000 (Four Lacs Ten Thousand) 0.01% Secured Optionally Convertible Debentures (hereinafter referred to as the “OCDs”) having a
face value of Rs.1,00,000/- (Rupees One Lac Only) each to be issued at face value aggregating to Rs.4,100,00,00,000/- (Rupees Four Thousand
One Hundred Crores Only) to one or more lenders mentioned in point no.(x) below (hereinafter referred to as the “Proposed OCD Holders”)
in lieu of part conversion of their debt;
3) up to 50,00,00,000 (Fifty Crores) warrants of Rs.2/- (Rupee Two Only) each (hereinafter referred to as the “Warrants”) convertible into 1
(One) equity share of a face value of Rs.2/- (Rupees Two Only) each at an aggregate consideration of Re.1/- (Rupee One only) for each lender
to one or more lenders mentioned in point no.(x) below (hereinafter referred to as the “Proposed Warrant Holders”) in lieu of part conversion
/ resolution of their debt.
(ii) The total number of shares or other securities to be issued:
It is intended to create, offer, issue and allot following securities of the Company on preferential basis in terms of the Resolution Plan:

15
 Sr. Nature of Security along with face value No. of Securities of the Issue Price
No. Company
1. Equity shares having a face value of Rs.2/- each 100,00,00,000 equity shares At an aggregate consideration of Re.1/- for each lender in
lieu of part conversion of their debt
2. OCDs having a face value of Rs.1,00,000/- each 4,10,000 OCDs At face value of Rs.1,00,000/- each in lieu of part
conversion of their debt
3. Convertible Warrants 50,00,00,000 Convertible At an aggregate consideration of Re.1/- per lender in lieu
Warrants of part conversion of their debt.
(iii) The price or price band at / within which the allotment is proposed:
Up to 100,00,00,000 equity shares and up to 50,00,00,000 Warrants are being issued at an aggregate issue price of Re.1 for each lender for all the equity
shares / Warrant, as the case may be, proposed to be issued to them hereunder. OCDs are proposed to be issued at par with face value of Rs.1,00,000/-
(Rupees One Lac only) each. The consideration to be received from issuance of equity shares, OCDs and Warrants shall be adjusted out of any debt or
other obligations owed by the Company towards the Proposed Equity Holders, Proposed OCD Holders and Proposed Warrant Holders respectively.
Regulation 164(1) of the ICDR Regulations with respect to determination of minimum price is not applicable to preferential issue of equity shares
and Warrants since the provisions of Chapter V of the ICDR Regulations are not applicable where the preferential issue of specified securities is made
to the lenders pursuant to conversion of their debt as part of a debt restructuring implemented in accordance with the guidelines specified by RBI
subject to compliance of conditions specified Regulation 158(6) of the ICDR Regulations.
In terms of Regulation 158(6)(a) of the ICDR Regulations, the issue price of securities / conversion price of debt as mentioned in the resolutions is
determined in accordance with the provisions of the RBI Circular.
Regulation 32 of Annex-1 to the RBI Circular provides for calculation of the issue price based on the lower of: (a) certain weighted average price
of the equity shares on the stock exchanges, or (b) book value per equity share to be calculated from the latest audited balance sheet (without
considering ‘revaluation reserves’, if any) adjusted for cash flows and financials post the earlier restructuring, if any. As the book value per share of
the Company calculated as above is in the negative, per Regulations 31 to 33 of Annex-1 and other applicable provisions of the RBI Circular, the issue
price of the equity shares to lenders (either upfront or upon conversion of Warrants) has been determined to be Re.1/- per lender. Such determination
has also been certified by two independent valuers appointed by the Company in compliance with the requirements of Regulation 158(6) of the ICDR
Regulations.
In terms of Section 53(2A) of the Act, a company may issue shares at a discount to its creditors when its debt is converted into shares in pursuance
to any statutory resolution plan or debt restructuring scheme in accordance with any guidelines or directions or regulations specified by the RBI.
(iv) OCDs are proposed to be issued at par with face value of Rs.1,00,000/- (Rupees One Lac only) each. The “Relevant Date / Reference Date”, for
determining the price of the equity shares to be allotted pursuant to conversion of OCDs shall be fixed at the time of conversion of the OCDs as per
the applicable provisions of ICDR Regulations, RBI guidelines and the Act.
(v) Basis on which the price has been arrived at along with report of the registered valuer:
In terms of Regulation 158(6)(b) of the ICDR Regulations, the issue price of equity shares and Warrants has been certified by two independent
valuers.
OCDs are proposed to be issued at par with face value of Rs.1,00,000/- (Rupees One Lac only) each.
(vi) Relevant date with reference to which the price has been arrived at:
As explained in the Resolutions, the ‘Reference Date’ for determining the price of the equity shares and Warrants is the date on which the lenders
approve the Resolution Plan.
OCDs are proposed to be issued at par with face value of Rs.1,00,000/- (Rupees One Lac only) each. The “Relevant Date / Reference Date”, for
determining the price of the equity shares to be allotted pursuant to conversion of OCDs shall be fixed at the time of conversion of the OCDs as per
the applicable provisions of ICDR Regulations, RBI guidelines and the Act.
(vii) The class or classes of persons to whom the allotment is proposed to be made:
The allotment of securities is proposed to be made to one or more lenders as mentioned at point no.(x) below.
(viii) The intention / proposal of the Promoters, Directors and Key Managerial Personnel of the Company to subscribe to the proposed preferential
offer:
None of the existing Promoters, Directors and Key Managerial Personnel and their relatives intend to subscribe to the proposed preferential issue
in terms of the Resolution Plan. However, certain Promoters, Directors and Key Managerial Personnel and / or their relatives may subscribe to the
equity shares of the Company being issued on preferential basis in terms of a separate resolution undertaken in terms of this Notice.
(ix) Proposed time within which the allotment shall be completed:
The Company will issue and allot equity shares, OCDs and Warrants within the time limit specified in the Resolution Plan or such other extended
time as may be mutually agreed upon between the Proposed Equity Holders, Proposed OCD Holders, Proposed Warrant Holders and the STG.
(x) The identity of the proposed allottees, maximum number / amount of equity shares proposed to be issued and the percentage of post issue
capital that may be held by the proposed allottees:

16
 Sr. Name of lender Category Natural person No. of securities to be Pre-Issue shareholding Post-Issue shareholding
who ultimately allotted to the lenders No. of shares No. of shares %
No.
controls the
%
lender
1. State Bank of India Non-promoter Not Applicable 2,36,50,211 0.4446 196,91,24,029 23.58
2. Axis Bank Limited Non-promoter Not Applicable 1,06,08,297 0.1994
3. Bank of Baroda Non-promoter Not Applicable 5,01,28,608 0.9423
4. Bank of India Non-promoter Not Applicable Equity – Up to Nil Nil
100,00,00,000 equity
5. Bank of Maharashtra Non-promoter Not Applicable Nil Nil
shares of Rs.2/- each
6. Corporation Bank Non-promoter Not Applicable 13,66,357 0.0257
at an aggregate
7. Central Bank of India Non-promoter Not Applicable 74,45,714 0.1400
consideration of Re.1/-
8. ICICI Bank Limited Non-promoter Not Applicable for each lender Nil Nil
9. IDBI Bank Limited Non-promoter Not Applicable Nil Nil
OCDs – Up to 4,10,000
10. Indian Overseas Bank Non-promoter Not Applicable 3,21,65,030 0.6046
OCDs of Rs.1,00,000/-
11. Oriental Bank of Commerce Non-promoter Not Applicable Nil Nil
each aggregating to
12. Punjab National Bank Non-promoter Not Applicable Rs.4,100,00,00,000/- 2,27,96,274 0.4285
13. Union Bank of India Non-promoter Not Applicable 55,28,105 0.1039
Warrants - up to
14. Yes Bank Limited Non-promoter Not Applicable Nil Nil
50,00,00,000 warrants
15. Life Insurance Corporation of India Non-promoter Not Applicable 9,00,97,771 1.6936
of Rs.2/- each at an
16. The Saraswat Cooperative Bank Limited Non-promoter Not Applicable aggregate consideration Nil Nil
17. Export-Import Bank of India Non-promoter Not Applicable of Re.1/- for each lender 2,46,34,955 0.4631
18. Power Finance Corporation of India Non-promoter Not Applicable Nil Nil
19. Indian Renewable Energy Development Non-promoter Not Applicable Nil Nil
Authority
Note: For calculation of post issue percentage, kindly refer to Notes provided in Annexure 1
(xi) The change in control, if any, in the Company that would occur consequent to the preferential offer:
The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or
control of the Company as a result of the proposed preferential allotment except dilution in shareholding of the Promoters due to allotment to non-
promoters.
(xii) Number of persons to whom allotment on preferential basis has been made in terms of number of securities as well as price:
The Company has not made any preferential allotment during the period from 1st April 2019 till the date of this Notice. The Company has undertaken
various preferential allotments in terms of this Notice. However, the Company will ensure that the number of persons to whom allotment on
preferential basis will be made during the financial year 2019-20 will not exceed the limit specified in the Act and Rules made thereunder.
(xiii) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered
valuer:
This allotment is proposed to be made to one or more of the Proposed Equity Holders, Proposed OCD Holders and Proposed Warrant Holders
mentioned at point no.(x) above in terms of the Resolution Plan in lieu of part conversion of their debt. The consideration to be received from
issuance of equity shares, OCDs and Warrants shall be adjusted out of any debt or other obligations owed by the Company towards the Proposed
Equity Holders, Proposed OCD Holders and Proposed Warrant Holders respectively.
In terms of Regulation 158(6)(b) of the ICDR Regulations, the issue price of securities / conversion price of debt has been certified by two independent
valuers.
(xiv) The pre issue and post issue shareholding pattern of the Company:
The shareholding pattern of the Company before and after considering all the preferential issues under this Notice is provided in the Annexure 1
forming part of this Notice.
(xv) Undertaking to recomputed price:
The same is not applicable in the present case.
(xvi) Undertaking to put under lock-in till the recomputed price is paid:
The same is not applicable in the present case.
(xvii) Certificate from Statutory Auditors: Chapter V is not applicable.
(xviii) Lock-in Period:
The securities allotted to the Proposed Equity Holders, Proposed OCD Holders and Proposed Warrant Holders shall be locked-in as per Regulation
158(6)(c) and (d) and Regulation 167(4) of the ICDR Regulations, as applicable.
(xix)) Disclosure pertaining to wilful defaulters:
Neither the Company nor any of its Promoters or Directors is wilful defaulter and hence disclosures as specified in Schedule VI of the ICDR
Regulations are not applicable.
(xx) Compliance with Regulation 158(6) of the ICDR Regulations and applicable provisions of the Act:

17
 Sr. Conditions specified in Regulation 158(6) of the ICDR Status of compliance
No. Regulations
1. Guidelines for determining the conversion price have been specified Yes, the issue price of securities / conversion price of debt is
by the Reserve Bank of India in accordance with which the conversion determined in accordance with guidelines specified by RBI vide
price shall be determined and which shall be in compliance with the the Reserve Bank of India (Prudential Framework for Resolution
applicable provisions of the Companies Act, 2013 of Stressed Assets) Directions, 2019 issued on 7th June 2019
2. Conversion price shall be certified by two independent valuers Yes, the issue price of securities / conversion price of debt have
been certified by two independent valuers
3. Specified securities so allotted shall be locked-in for a period of one Yes, the securities to be allotted shall be subject to lock-in as
year from the date of their allotment; Provided that for the purpose of specified
transferring the control, the lenders may transfer the specified securities
allotted to them before completion of the lock-in period subject to
continuation of the lock-in on such securities for the remaining period,
with the transferee
5. The lock-in of equity shares allotted pursuant to conversion of convertible Will be complied with at appropriate time
securities issued on preferential basis shall be reduced to the extent the
convertible securities have already been locked-in
6. The applicable provisions of the Companies Act, 2013 are complied with, The Company has complied with / shall comply with the
including the requirement of a special resolution provisions of the Act to the extent applicable to this preferential
issue. Further, in terms of Section 53(2A) of the Act, a company
may issue shares at a discount to its creditors when its debt is
converted into shares in pursuance to any statutory resolution
plan or debt restructuring scheme in accordance with any
guidelines or directions or regulations specified by the RBI.

It is hereby clarified that in case of any inconsistency between the terms and conditions mentioned in the resolutions and / or the corresponding explanatory
statements and the terms and conditions specified in the Resolution Plan, the terms and conditions contained in the Resolution Plan shall always prevail to
the maximum extent permitted under the applicable laws and practical to implement.
The consent of the shareholders is sought for the issue of the securities in terms of Section 62(1)(c) read with Section 42 and other applicable provisions,
if any, of the Act and in terms of the provisions of the ICDR Regulations, Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the listing agreements entered into by the Company with the stock exchanges, where the Company’s equity shares
are listed.
The Board of Directors recommend passing of these resolutions as Special Resolutions to approve issue of equity shares, OCDs and Warrants on preferential
basis in terms of the Resolution Plan. In light of above, you are requested to accord your approval to the Special Resolutions as set out at Agenda Item Nos.2,
3 and 4 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution. Further, the Promoters or Directors or Key Managerial Personnel of the Company do not have any shareholding interest exceeding 2% in the
Proposed Equity Holders, Proposed OCD Holders and Proposed Warrant Holders.
The issue of securities under these resolutions is authorised by the Articles of Association of the Company.
The equity shares arising pursuant to these Resolutions shall be listed on the National Stock Exchange of India Limited and BSE Limited, where the equity
shares of the Company are listed.
Copies of documents relevant to these Resolutions shall be made available for inspection at the registered office of the Company between 2.00 p.m. and 5.00
p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of this Extra Ordinary General Meeting. Such documents shall also be
available for inspection at the venue till the conclusion of this Extra Ordinary General Meeting.
Agenda Item No.5: To consider in-principle approval for conversion of loan in to equity
In terms of the restructuring of debt of the Company and its certain identified subsidiaries (collectively, “Suzlon The Group” or the “STG”) formulated
under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular
dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) (hereinafter referred to as the “Resolution Plan” , which term shall include inter alia debt
restructuring proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the
Board enters into / exchanges with the lenders/others in relation to or in order to implement the Resolution Plan), the Company has to inter alia pass an
enabling special resolution under Section 62(3) of the Companies Act, 2013 for obtaining in-principle approval of the shareholders for conversion of loan
into equity in the event of default by the Company.
Section 62(1) of the Companies Act, 2013 inter alia provides that where at any time, a company having a share capital proposes to increase its subscribed
capital by the issue of further shares, such shares shall be offered to persons who, at the date of the offer, are holders of equity shares of the company
in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer. Further, Section 62(3) of the
Companies Act, 2013 provides that nothing in Section 62 shall apply to the increase of the subscribed capital of a Company caused by the exercise of an
option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the Company; provided
that the terms of issue of such debentures or loan containing such an option have been approved before the issue of such debentures or the raising of loan
by a special resolution passed by the company in general meeting.
Pursuant to Section 62(3) of the Companies Act, 2013 and Rules made thereunder, approval of the shareholders is required for the issuance and allotment
of the equity shares consequent to conversion of debt into equity, if so exercised by the Lenders.

18
The Board of Directors recommend passing of the Special Resolution to consider in-principle approval for conversion of loan in to equity. In light of above,
you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.5 of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution.
Agenda Item No.6: To approve issue of equity shares / equity linked instruments
The resolution contained in the agenda of the Notice is an enabling resolution to enable the Company to create, offer, issue and allot Equity Shares, GDRs,
ADRs, FCCBs (including new FCCBs / Equity Shares in lieu of existing FCCBs), FCDs, NCDs with warrants, OFIs, and / or such other securities convertible
into or linked to Equity Shares and / or any other instruments and / or combination of instruments as stated in the resolution (the “Securities”) to an extent
of Rs.1,000 Crores. The Special Resolution also seeks to empower the Board of Directors to undertake a qualified institutional placement with qualified
institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘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.
With a view to issue new FCCBs / Equity Shares in lieu of existing FCCBs as also to meet to the financial requirements of the Company, it is proposed to
create, offer, issue and allot Equity Shares, GDRs, ADRs, FCCBs, FCDs, NCDs with warrants, OFIs, and / or such other securities convertible into or linked
to Equity Shares and / or any other instruments and / or combination of instruments to the extent of Rs.1,000 Crores in one or another manner and in one
or more tranches.
Similar enabling resolution was passed by the shareholders earlier, however since the market conditions have changed since the last approval as also
considering the current position of the Company and to meet to various regulatory requirements and as a matter of prudent practice, a fresh resolution
is proposed to be passed to create, offer, issue and allot Securities to the extent of Rs.1,000 Crores in one or another manner and in one or more tranches.
In case of qualified institutional 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 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 institutional placement, subject to ICDR Regulations.
In case of issuance of ADRs or GDRs, 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 Depository Receipts Scheme, 2014 and other applicable pricing provisions issued by the Ministry
of Finance.
In case of issuance of FCCBs, 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 Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through the Depository Receipt
Mechanism) Scheme, 1993 and other applicable pricing provisions issued by the Ministry of Finance.
The relevant date for minimum issue price for issuance of Equity Shares upon exercise of the warrants shall be the date of the meeting in which the Board
or a Committee of the Board decides to open the issue of warrants.
The Securities issued pursuant to the offering(s) would be listed on the Indian stock exchanges and / or international stock exchange(s) 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 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, incorporated bodies and / or individuals or otherwise as the Board of Directors may in its
absolute discretion deem fit.
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 ICDR Regulations and in terms of the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 equity shares / equity linked instruments 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.6
of the accompanying Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution.
Agenda Item No.7: To approve divestment / dilution / disposal of the Company’s investment(s) / asset(s) / undertaking(s)
In terms of the ongoing business, corporate and debt restructuring of the Company and its certain identified subsidiaries (collectively, “Suzlon The Group”
or the “STG”) the Board envisages divestment / dilution / disposal / change in control of / selling / leasing or otherwise dealing in the Company’s or any
of its subsidiaries’ investment(s) / asset(s) / undertaking(s), partly or fully, and including but not limiting to one or more or all of the Company’s Assets on
such terms and conditions and in such manner as the Board may in its absolute discretion decide or as it may deem fit in the best interest of the Company.
In particular, as part of the Resolution Plan, the Board has also agreed to approve issuance by Suzlon Global Services Limited, one of the Company’s
subsidiaries (“SGSL”) of up to 4,20,000 (Four Lacs Twenty Thousand) 0.0001% Compulsorily Convertible Preference Shares (hereinafter referred to as the
“CCPS”) having a face value of Rs.1,00,000/- (Rupees One Lac Only) each to be issued at par aggregating to Rs.4,200,00,00,000/- (Rupees Four Thousand
Two Hundred Crores Only) to the lenders towards part conversion of their debt. The CCPS have a conversion date of 31st March 2040. As per other terms,
in certain conditions, CCPS may be converted (at the conversion date or earlier) into the equity shares of SGSL (causing dilution in the shareholding of the
Company in SGSL or a change in control of SGSL) or, be given to the Company against issuance of Equity Shares of an equivalent value (subject to necessary
approvals, including the approval of the shareholders of the Company by way of a special resolution).

19
Section 180(1)(a) of the Companies Act, 2013 inter alia provides that the board of directors of a company shall not sell, lease or otherwise dispose of the
whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially
the whole of any of such undertakings only with the consent of the company by a special resolution, where (a) the “undertaking” shall mean an undertaking
in which the investment of the company exceeds 20% of its net worth as per the audited balance sheet of the preceding financial year or an undertaking
which generates 20% of the total income of the company during the previous financial year; (b) the expression “substantially the whole of the undertaking”
in any financial year shall mean 20% or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.
In terms of Regulation 24(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
“Listing Regulations”), a listed company shall not dispose of shares in its material subsidiary which would reduce its shareholding (either on its own or
together with other subsidiaries) to less than 50% or cease the exercise of control over the material subsidiary without passing a special resolution in its
general meeting. Further, in terms of Regulation 24(6) of the Listing Regulations, selling, disposing and leasing of assets amounting to more than twenty
percent of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special
resolution.
Since divestment / dilution / disposal / change in control of / selling / leasing or otherwise dealing in the Company’s or any of its subsidiaries’ investment(s)
/ asset(s) / undertaking(s), partly or fully, may attract the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the provisions of Regulation
24 of the Listing Regulations, the approval of the shareholders is being sought specifically (where applicable), as a matter of abundant caution and good
corporate governance in terms of Regulation 24 of the Listing Regulations read with Section 180(1)(a) of the Companies Act, 2013.
The Board recommends passing of the enabling Special Resolution to approve divestment / dilution / disposal of the Company’s investment(s) / asset(s) /
undertaking(s). In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.7 of the accompanying
Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed
resolution.
Agenda Item No.8: To approve issue of equity shares of the Company on preferential basis to Promoters and certain persons / entities in terms of the
Companies Act, 2013 and the ICDR Regulations
The Company proposes to undertake a capital raising exercise by way of preferential issue to the Promoters and certain persons / entities (“Proposed
Allottees”) who have expressed their inclination to subscribe to the equity shares of the Company with a view to support the Company in the present
situation.
Accordingly, the Company proposes to create, offer, issue and allot, in one or more tranches, fully paid-up equity shares of the Company having a face value
of Rs.2/- (Rupees Two Only) each, at an issue price not less than the minimum price determined as on the Relevant Date in accordance with Regulation
164(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”) and applicable
laws, for an aggregate consideration not exceeding Rs.300,00,00,000/- (Rupees Three Hundred Crores) to the Proposed Allottees, the details of which are
provided in point no.(ix) below.
A company can undertake preferential allotment / private placement only after obtaining prior approval of the shareholders by way of special resolution
in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rules framed thereunder (the “Act”) further read with provisions of Chapter
V – “Preferential Issue” of the ICDR Regulations, as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR
Regulations.
The following details of the proposed preferential issue of the equity shares are disclosed in accordance with the provisions of the Act and the ICDR
Regulations:
(i) The object / purpose of the preferential issue:
The object of the preferential issue is to meet the funding requirements and other general corporate purposes including but not limited to build up
of new inventory, critical vendor and other approved payments.
(ii) The total number of shares or other securities to be issued:
It is intended to create, offer, issue and allot in one or more tranches, fully paid-up equity shares of the Company, having a face value of Rs.2/- (Rupees
Two Only) each, at an issue price not less than the minimum price determined as on the Relevant Date in accordance with Regulation 164(1) of
the ICDR Regulations and applicable laws, for an aggregate consideration not exceeding Rs.300,00,00,000/- (Rupees Three Hundred Crores) to the
Proposed Allottees mentioned at point no.(ix) below.
(iii) The price or price band at / within which the allotment is proposed:
The issue price shall be determined by the Board and / or Securities Issue Committee of Board at the time of allotment; subject however that the issue
price shall not be less than the minimum price determined as on the Relevant Date in accordance with Regulation 164(1) of the ICDR Regulations
and applicable laws and it shall be certified by the Statutory Auditors of the Company and / or Practicing Chartered Accountants.
(iv) Basis on which the price has been arrived at along with report of the registered valuer:
Since the Company is a listed company, the issue price shall be an amount not less than the minimum price determined as on the Relevant Date in
accordance with Regulation 164(1) of the ICDR Regulations and applicable laws. As the Company is a listed company, the report of the registered
valuer is not required in terms of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014.
(v) Relevant date with reference to which the price has been arrived at:
The “Relevant Date” in terms of Regulation 161(a) of the ICDR Regulations for determination of issue price is 20th February 2020, being the date
which is 30 (Thirty) days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue.
(vi) The class or classes of persons to whom the allotment is proposed to be made:
The allotment is proposed to be made to the Proposed Allottees being the Promoters and certain persons / entities as mentioned at point no.(ix)
below.

20
(vii) The intention / proposal of the Promoters, Directors and Key Managerial Personnel of the Company to subscribe to the proposed preferential
offer:
The Promoter-Directors namely Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief
Operating Officer and Mr. Girish R.Tanti, the Non-executive Director of the Company and their relatives forming part of the Promoter Group of
the Company have got an interest in this resolution to the extent of the equity shares that may be subscribed to by and allotted to the Promoters /
Promoter Group.
Further, the Key Managerial Personnel of the Company, namely, Mr. Swapnil Jain, the Chief Financial Officer, has got an interest in this resolution to
the extent of the equity shares that may be subscribed to and allotted to him.
Except the above, none of the existing Directors and Key Managerial Personnel and their relatives intend to subscribe to the proposed preferential
issue.
(viii) Proposed time within which the allotment shall be completed:
The Company will issue and allot equity shares within the time limit specified under the ICDR Regulations or any longer time limit as may be
permitted under the ICDR Regulations or any other law.
(ix) The identity of the proposed allottees, maximum number / amount of equity shares proposed to be issued and the percentage of post issue
capital that may be held by the proposed allottees:

Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum no. Pre- % Post- %
No. the Proposed who ultimately (Approx.) of equity shares preferential preferential
Allottee(s) controls the to be allotted shareholding shareholding
proposed allottee (No. of shares) (No. of shares)
1 Tanti Holdings Private Limited Promoter Rambhaben 50,00,00,000 19,15,70,881 15,89,01,093 2.99 35,04,71,974 4.20
(Promoter) Ukabhai
2 Cannon Realty Pvt. Ltd. j/w. Sun Fastfin Non-Promoter Dilip Shanghvi 6,91,50,000 2,64,94,253 13,83,00,000 2.60 16,47,94,253 1.97
Services Pvt. Ltd. in the capacity of
partners of M/s. GEE SIX Enterprises
3 Shanghvi Finance Pvt. Ltd. j/w. Aditya Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 12,02,29,502 1.44
Medisales Ltd. J/w. Kumud S. Shanghvi
in the capacity of partners of M/s.
Sunrise Associates
4 Shanghvi Finance Pvt. Ltd. j/w. Aditya Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 12,02,29,502 1.44
Medisales Ltd. J/w. Aalok D. Shanghvi
in the capacity of partners of M/s.
Goldenstar Enterprises
5 Shanghvi Finance Pvt. Ltd. j/w. Aditya Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 12,02,29,502 1.44
Medisales Ltd. J/w. Vibha Shanghvi in
the capacity of partners of M/s. Pioneer
Resources
6 Aditya Medisales Ltd. j/w. M J Non-Promoter Dilip Shanghvi 4,00,00,000 1,53,25,670 8,00,00,000 1.50 9,53,25,670 1.14
Pharmaceuticals Pvt. Ltd. J/w. Ms.
Vidhi Shanghvi in the capacity of
partners of M/s. Expert Vision
7 Aalok D. Shanghvi Non-Promoter Not Applicable 3,40,00,000 1,30,26,820 6,80,00,000 1.28 8,10,26,820 0.97
8 Vibha Shanghvi Non-Promoter Not Applicable 2,15,00,000 82,37,548 4,30,00,000 0.81 5,12,37,548 0.61
9 Vidhi D. Shanghvi Non-Promoter Not Applicable 3,40,00,000 1,30,26,820 6,80,00,000 1.28 8,10,26,820 0.97
10 Neostar Developers LLP Non-Promoter Sudhir Valia & Vijay 4,25,00,000 1,62,83,525 8,50,00,000 1.60 10,12,83,525 1.21
Parekh
11 Real Gold Developers LLP Non-Promoter Sudhir Valia & Vijay 4,25,00,000 1,62,83,525 8,50,00,000 1.60 10,12,83,525 1.21
Parekh
12 Suraksha Buildwell LLP Non-Promoter Sudhir Valia & Vijay 5,50,00,000 2,10,72,797 11,00,00,000 2.07 13,10,72,797 1.57
Parekh
13 Sudhir V. Valia Non-Promoter Not Applicable 25,00,000 9,57,854 29,295 0.00 9,87,149 0.01
14 Raksha S. Valia Non-Promoter Not Applicable 25,00,000 9,57,854 25,000 0.00 9,82,854 0.01
15 Vijay M. Parekh Non-Promoter Not Applicable 25,00,000 9,57,854 50,00,000 0.09 59,57,854 0.07
16 Paresh M. Parekh Non-Promoter Not Applicable 25,00,000 9,57,854 50,00,000 0.09 59,57,854 0.07
17 Chintan Jaysukh Bhalodia Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
18 Aashka Chintan Bhalodia Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
19 Alish Jaysukhbhai Bhalodia Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
20 Jaysukhbhai Odhavjibhai Bhalodia Non-Promoter Not Applicable 2,00,00,000 76,62,835 - - 76,62,835 0.09
21 Saravanakumar S Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
22 Indrani Patnaik Non-Promoter Not Applicable 20,00,00,000 7,66,28,352 - - 7,66,28,352 0.92

21
Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum no. Pre- % Post- %
No. the Proposed who ultimately (Approx.) of equity shares preferential preferential
Allottee(s) controls the to be allotted shareholding shareholding
proposed allottee (No. of shares) (No. of shares)
23 Satendra Birdichand Navalakha Non-Promoter Not Applicable 1,00,00,000 38,31,418 20,160 0.00 38,51,578 0.05
24 Jagjivan Ranchhodbhai Sakhiya Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
25 Rajesh Omkarnath Malpani j/w. Non-Promoter Rajesh Omkarnath 15,00,00,000 5,74,71,264 7,500 0.00 5,74,78,764 0.69
Manish Madhav Malpani in capacity Malpani; Manish
of partners of M/s. Giriraj Enterprises Madhav Malpani
26 Bharat Mathuradas Mehta Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
27 Ankit Ashok Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
28 Babulal Amarchand Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
29 Mridul R.Singhvi Non-Promoter Not Applicable 60,00,000 22,98,851 - - 22,98,851 0.03
30 Mayank R.Singhvi Non-Promoter Not Applicable 60,00,000 22,98,851 - - 22,98,851 0.03
31 Praveen Sukhraj Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
32 Tribhuvan Amarchand Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
33 Mukand Lal Dua Non-Promoter Not Applicable 1,50,00,000 57,47,126 - - 57,47,126 0.07
34 Ramesh Kumar Dua Non-Promoter Not Applicable 1,50,00,000 57,47,126 - - 57,47,126 0.07
35 A.C. Arunachalam j/w. Suseela Non-Promoter Chinnaya Gounder 1,00,00,000 38,31,418 - - 38,31,418 0.05
Arunachalam in the capacity of Arunachalam;
partners of M/s. Viking Knitters Suseela
Arunachalam;
Arunachalam
Premanand; A.
Vijay Anand
36 Rajasthan Gum Private Limited Non-Promoter Bheru Jain 10,00,00,000 3,83,14,176 - - 3,83,14,176 0.46
37 Sun-N-Sand Hotels Pvt. Ltd. Non-Promoter Gul R. Advani; 3,00,00,000 1,14,94,253 - - 1,14,94,253 0.14
Rajesh G. Advani;
Sangeeta A.
Mansharamani
38 Mukesh Manekchand Sheth Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
39 Zaveri And Company Private Limited Non-Promoter Zaverilal 2,50,00,000 95,78,544 - - 95,78,544 0.11
V.Mandalia; Kishor
P.Mandalia;
40 KRBL Limited Non-Promoter Not Applicable 5,00,00,000 1,91,57,088 - - 1,91,57,088 0.23
since the Proposed
Allottee is a listed
company
41 Palanisamy Duraisamy Non-Promoter Not Applicable 1,00,00,000 38,31,418 2,00,000 0.00 40,31,418 0.05
42 Rajani Agrawal Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
43 Om Prakash Soni j/w. Aakash Soni in Non-Promoter Om Prakash Soni; 2,00,00,000 76,62,835 - - 76,62,835 0.09
the capacity of partners of M/s. Shree Aakash Soni
Ram Industries
44 Jay Bharat Dyeing & Printing Pvt Ltd Non-Promoter Jitendra Kumar 1,00,00,000 38,31,418 - - 38,31,418 0.05
Arya
45 Dineshchand N.Gupta Non-Promoter Not Applicable 65,00,000 24,90,421 13,000 0.00 25,03,421 0.03
46 Maheshchand N.Gupta Non-Promoter Not Applicable 65,00,000 24,90,421 6,012 0.00 24,96,433 0.03
47 K.P. Energy Limited Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
since the Proposed
Allottee is a listed
company
48 Dr.K.Ramakrishnan Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
49 Krishnakumar Gangadhar Agrawal Non-Promoter Not Applicable 75,00,000 28,73,563 2,70,000 0.01 31,43,563 0.04
50 Maya Krishnakumar Agrawal Non-Promoter Not Applicable 75,00,000 28,73,563 - - 28,73,563 0.03
51 Bhabani Pigments Private Limited Non-Promoter Anant Kanoi 1,00,00,000 38,31,418 100 0.00 38,31,518 0.05
52 Techno Electric & Engineering Non-Promoter Not Applicable 5,00,00,000 1,91,57,088 - - 1,91,57,088 0.23
Company Limited since the Proposed
Allottee is a listed
company

22
Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum no. Pre- % Post- %
No. the Proposed who ultimately (Approx.) of equity shares preferential preferential
Allottee(s) controls the to be allotted shareholding shareholding
proposed allottee (No. of shares) (No. of shares)
53 Sterling Agro Industries Ltd. Non-Promoter Laxmi Narain 1,00,00,000 38,31,418 - - 38,31,418 0.05
Kesarwani
54 Binaguri Tea Company Private Limited Non-Promoter Satyam Kanoi 1,00,00,000 38,31,418 - - 38,31,418 0.05
55 Sumita Agarwala Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
56 Ashok Amarchand Singhvi Non-Promoter Not Applicable 1,80,00,000 68,96,552 - - 68,96,552 0.08
57 Mukesh Babulal Singhvi Non-Promoter Not Applicable 1,80,00,000 68,96,552 - - 68,96,552 0.08
58 Sandeep Tribhuvan Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
59 Sukhraj Amarchand Singhvi Non-Promoter Not Applicable 1,20,00,000 45,97,701 - - 45,97,701 0.06
60 Arvind Cotsyn (India) Limited Non-Promoter Shyamsunder 1,00,00,000 38,31,418 - - 38,31,418 0.05
Marda
61 B C Umapathy Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
62 Samrat Infradev Private Limited Non-Promoter Surendra Kumar 1,00,00,000 38,31,418 1,50,000 0.00 39,81,418 0.05
Bachhawat
63 S.K.Shivaraj Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
64 Amit Laxman Kunjir Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
65 Suresh Amritlal Gandhi Non-Promoter Not Applicable 1,00,00,000 38,31,418 - - 38,31,418 0.05
66 Shraddha Energy And Infraprojects Non-Promoter Shivaji Bhagwanrao 1,00,00,000 38,31,418 - - 38,31,418 0.05
Private Limited Jadhav
67 Amrik Singh And Sons Crane Services Non-Promoter Gurvinder Singh 25,00,00,000 9,57,85,441 - - 9,57,85,441 1.15
Private Limited Surjit Singh Saini;
Satvinder Singh
Gurdip Singh Saini
68 Sanghvi Movers Limited Non-Promoter Not Applicable 6,00,00,000 2,29,88,506 - - 2,29,88,506 0.28
since the Proposed
Allottee is a listed
company
69 Kush Synthetics Private Ltd. Non-Promoter Mansukhlal 4,00,00,000 1,53,25,670 - - 1,53,25,670 0.18
Karsandas Virani
70 K R Composites Private Limited Non-Promoter Mansukhlal 1,00,00,000 38,31,418 - - 38,31,418 0.05
Khodidas Radadiya
71 Deepakkumar Sitaram Singh Non-Promoter Individual 30,00,000 11,49,425 - - 11,49,425 0.01
72 Prashant Shantilal Shah Non-Promoter Individual 50,00,000 19,15,709 - - 19,15,709 0.02
73 Hiten Haridas Madlani Non-Promoter Individual 30,00,000 11,49,425 1,100 0.00 11,50,525 0.01
74 Punjabhai Rajshibhai Modhwadia Non-Promoter Individual 30,00,000 11,49,425 - - 11,49,425 0.01
75 Vikas Sunilkumar Jhalani Non-Promoter Individual 75,00,000 28,73,563 31,700 0.00 29,05,263 0.03
76 Barkat Cranes & Equipments Private Non-Promoter Manamar Singh G 2,00,00,000 76,62,835 - - 76,62,835 0.09
Lmited Bedi, Gaganpreet
Singh G Bedi
77 Bharat Electrical Contractors And Non-Promoter Shantinath 50,00,000 19,15,709 5,000 0.00 19,20,709 0.02
Manufacturers Private Limited Adagouda Patil
78 Sunpower India Ventures Private Non-Promoter Praveen Sharma 1,00,00,000 38,31,418 - - 38,31,418 0.05
Limited
79 S Esakkiappan Non-Promoter Not Applicable 25,00,000 9,57,854 - - 9,57,854 0.01
80 Rajeshwari E Non-Promoter Not Applicable 25,00,000 9,57,854 - - 9,57,854 0.01
81 Deepal R.Dwivedi J/w. Romal Non-Promoter Deepal R Dwivedi; 2,00,00,000 76,62,835 - - 76,62,835 0.09
R.Dwivedi in the capacity of partners of Romal R. Dwivedi;
M/s. Dwarkesh Transport Corporation Rajendra Kumar
Dwivedi
82 S.Madeswaran j/w. Nitin Madeswaran Non-Promoter S. Madeswaran; P 2,00,00,000 76,62,835 - - 76,62,835 0.09
j/w. Nikitha Madeswaran in the Nallammal; Nitin
capacity of partners of M/s. M R L Madeswaran;
Transports Nikitha
Madeswaran
83 Sumeet Trans Logistics Private Limited Non-Promoter Mahabir Gupta 2,00,00,000 76,62,835 1,00,000 0.00 77,62,835 0.09

23
Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum no. Pre- % Post- %
No. the Proposed who ultimately (Approx.) of equity shares preferential preferential
Allottee(s) controls the to be allotted shareholding shareholding
proposed allottee (No. of shares) (No. of shares)
84 Sri Kamakshi Logistics Private Limited Non-Promoter E. Chakkaravarthy, 1,00,00,000 38,31,418 - - 38,31,418 0.05
E. Venkatesan, V.
Vishnu Kumar, C.
Vishnu Prashanth
85 Hitech Renewable Energy Private Non-Promoter Satish Kumar Rathi 1,50,00,000 57,47,126 - - 57,47,126 0.07
Limited
86 Laxman Singh Bhati Non-Promoter Individual 50,00,000 19,15,709 - - 19,15,709 0.02
87 Viviana Power Tech Private Limited Non-Promoter Nikesh 25,00,000 9,57,854 - - 9,57,854 0.01
Kishorchandra
Choksi
88 Shriram Krishnaji Surve Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
89 Raman Choudhary Non-Promoter Individual 70,00,000 26,81,992 - - 26,81,992 0.03
90 ZF Wind Power Coimbatore Private Non-Promoter $ 12,00,00,000 4,59,77,011 - - 4,59,77,011 0.55
Limited
91 Hub Renewable Energy Private Limited Non-Promoter Mr. Balrajsinh 11,00,00,000 4,21,45,594 29,02,642 0.05 4,50,48,236 0.54
A.Parmar;
Mr. Ranjitsinh
A.Parmar; Mr.
Amarsinh A.Parmar
92 Ranjitsinh A.Parmar Non-Promoter Individual 1,00,00,000 38,31,418 11,547 0.00 38,42,965 0.05
93 Balrajsinh A.Parmar Non-Promoter Individual 75,00,000 28,73,563 8,76,497 0.02 37,50,060 0.04
94 Vishwajitsinh B. Parmar Non-Promoter Individual 75,00,000 28,73,563 1,000 0.00 28,74,563 0.03
95 Prafulchandra Chandrakant Mehta Non-Promoter Individual 50,00,000 19,15,709 - - 19,15,709 0.02
96 Vipon Kumar Gupta Non-Promoter Individual 50,00,000 19,15,709 - - 19,15,709 0.02
97 Tejjas Parmar Non-Promoter Individual 50,00,000 19,15,709 11,000 0.00 19,26,709 0.02
98 Amarsinh A. Parmar Non-Promoter Individual 50,00,000 19,15,709 25,000 0.00 19,40,709 0.02
99 Yadlapalli Venkat Ramana Vijay Non-Promoter Individual 40,00,000 15,32,567 - - 15,32,567 0.02
100 Manish Jain Non-Promoter Individual 28,20,000 10,80,460 4,20,000 0.01 15,00,460 0.02
101 Harish H.Mehta Non-Promoter Individual 27,00,000 10,34,483 3,75,000 0.01 14,09,483 0.02
102 Fatehali Alchiya Non-Promoter Individual 25,65,000 9,82,759 - - 9,82,759 0.01
103 Rohit Chauhan Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
104 Bipin Harilal Shah Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
105 Anandkumar Hansraj Bagrecha Non-Promoter Individual 1,15,00,000 44,06,130 3,05,000 0.01 47,11,130 0.06
106 Subodh Dubey Non-Promoter Individual 25,00,000 9,57,854 1,010 0.00 9,58,864 0.01
107 Sreenivasa Choudary Jetty Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
108 Suresh R.Pillai Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
109 Dinesh Karna Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
110 Rakesh B.Shukla Non-Promoter Individual 25,00,000 9,57,854 1,76,760 0.00 11,34,614 0.01
111 N.Muthukrishnan Non-Promoter Individual 25,00,000 9,57,854 - - 9,57,854 0.01
112 Neeraj Saoji Pardhi Non-Promoter Individual 30,00,000 11,49,425 72,000 0.00 12,21,425 0.01
113 Rajesh Surendra Kumar Non-Promoter Individual 20,25,000 7,75,862 6,500 0.00 7,82,362 0.01
114 Vinod Kumar Bishnoi Non-Promoter Individual 20,00,000 7,66,284 31,900 0.00 7,98,184 0.01
115 Rajesh Chunilal Dhrangadharia Non-Promoter Individual 25,00,000 9,57,854 1,14,000 0.00 10,71,854 0.01
116 Alok Kumar Das Non-Promoter Individual 20,00,000 7,66,284 23,300 0.00 7,89,584 0.01
117 Nishith Kumar Non-Promoter Individual 20,00,000 7,66,284 37,200 0.00 8,03,484 0.01
118 Abhijit Prabhakar Deshpande Non-Promoter Individual 20,00,000 7,66,284 - - 7,66,284 0.01
119 Hitesh Chhanubha Parmar Non-Promoter Individual 20,00,000 7,66,284 67,800 0.00 8,34,084 0.01
120 Sandeep Lonkar Non-Promoter Individual 15,00,000 5,74,713 37,700 0.00 6,12,413 0.01
121 Chandra Bhushan Prasad Roy Non-Promoter Individual 15,00,000 5,74,713 30,880 0.00 6,05,593 0.01
122 Narendra Chhaganbhai Savalia Non-Promoter Individual 11,00,000 4,21,456 2,500 0.00 4,23,956 0.01

24
 Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum no. Pre- % Post- %
No. the Proposed who ultimately (Approx.) of equity shares preferential preferential
Allottee(s) controls the to be allotted shareholding shareholding
proposed allottee (No. of shares) (No. of shares)
123 Vivek Kumar Non-Promoter Individual 10,00,000 3,83,142 70,000 0.00 4,53,142 0.01
124 Shyamal Vinodray Budhdev Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
125 Lalita Mahendrabhai Shah Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
126 OmPrakash Talwar Non-Promoter Individual 10,00,000 3,83,142 5,000 0.00 3,88,142 0.00
127 Nandkumar Deo Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
128 Pavas Agarwal Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
129 Yasheen Arvind Vibhakar Non-Promoter Individual 10,00,000 3,83,142 37,600 0.00 4,20,742 0.01
130 Jitendra R.Deshpande Non-Promoter Individual 10,00,000 3,83,142 46,250 0.00 4,29,392 0.01
131 Om Prakash Khandelwal Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
132 Rajiv S.Parekh Non-Promoter Individual 10,00,000 3,83,142 5,515 0.00 3,88,657 0.00
133 Kuman Vrajlal Vaghasiya Non-Promoter Individual 10,00,000 3,83,142 60,780 0.00 4,43,922 0.01
134 Sunil Sudhakar Joshi Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
135 Ketan Kumar Mukund Chamra Soni Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
136 Sunil Kumar Mishra Non-Promoter Individual 10,00,000 3,83,142 11,810 0.00 3,94,952 0.00
137 Animesh Ranjan Non-Promoter Individual 10,00,000 3,83,142 20,000 0.00 4,03,142 0.00
138 Bharat Parsotam Kothia Non-Promoter Individual 10,00,000 3,83,142 57,900 0.00 4,41,042 0.01
139 Gajanan J.Wankhede Non-Promoter Individual 10,00,000 3,83,142 8,720 0.00 3,91,862 0.00
140 Dhritabrata Biswas Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
141 Manohar Adhar Patil Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
142 Shobha Sanjay Shete Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
143 Krunal Mukund Shah Non-Promoter Individual 10,00,000 3,83,142 25,000 0.00 4,08,142 0.00
144 Nilesh M.Vekaria Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
145 Hetkumar Indravadan Shah Non-Promoter Individual 55,00,000 21,07,280 1,20,250 0.00 22,27,530 0.03
146 Swapnil Jain j/w. Pragya Swapnil Jain Non-Promoter Individual 25,82,000 9,89,272 - - 9,89,272 0.01
147 V.B. Rao Non-Promoter Individual 25,00,000 9,57,854 17,100 0.00 9,74,954 0.01
148 Bakul N.Rathod Non-Promoter Individual 50,00,000 19,15,709 3,65,000 0.01 22,80,709 0.03
149 Mansukh Raghav Pambhar Non-Promoter Individual 25,00,000 9,57,854 6,85,000 0.01 16,42,854 0.02
150 Nimish Shah Non-Promoter Individual 25,00,000 9,57,854 33,500 0.00 9,91,354 0.01
151 Skilpan Finvest Private Limited Non-Promoter Beena Kirtikumar 25,00,000 9,57,854 - - 9,57,854 0.01
Vagadia; Ripal
Kirtikumar Vagadia
152 C.Prakash Kumar Non-Promoter Individual 25,00,000 9,57,854 35,950 0.00 9,93,804 0.01
153 Ishwar Chand Mangal Non-Promoter Individual 20,00,000 7,66,284 2,00,000 0.00 9,66,284 0.01
154 Anoop Khatry Non-Promoter Individual 20,00,000 7,66,284 - - 7,66,284 0.01
155 Ankur Garg Non-Promoter Individual 17,00,000 6,51,341 1,55,000 0.00 8,06,341 0.01
156 Sriram Iyer Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
157 Anupkumar D.Vaishnav Non-Promoter Individual 10,00,000 3,83,142 70,500 0.00 4,53,642 0.01
158 Lancy G.Tauro Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
159 Yugandar Gunturu Non-Promoter Individual 20,00,000 7,66,284 35,063 0.00 8,01,347 0.01
160 Harishchandra Mondal Non-Promoter Individual 10,00,000 3,83,142 2,70,100 0.01 6,53,242 0.01
161 Punitkumar D.Nagar Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
162 A.Mohamed Ibrahim Non-Promoter Individual 10,08,000 3,86,207 12,000 0.00 3,98,207 0.00
163 Vinay Gupta Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
164 Lilaram Thakwani Non-Promoter Individual 10,00,000 3,83,142 - - 3,83,142 0.00
  Grand Total - Certain persons / entities     3,00,00,00,000 1,14,94,25,287 1,15,76,37,234 21.76 2,30,70,62,521 27.62
$ The ultimate holder is identified as Zeppelin Foundation. Zeppelin Foundation is a charitable foundation held by city of Friedrichshafen as a trustee. Zeppelin Foundation is
administered jointly by the first Mayor of Friedrichshafen, the municipal council of Friedrichshafen and stiftungsflege, the foundation administration (Department of municipal council
of Friedrichshafen)
Note: For calculation of post issue percentage, kindly refer to Notes provided in Annexure 1

25
(x) The change in control, if any, in the Company that would occur consequent to the preferential offer:
The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or
control of the Company as a result of the proposed preferential allotment except dilution in shareholding of the Promoters due to allotment to non-
promoters.
(xi) Number of persons to whom allotment on preferential basis has been made in terms of number of securities as well as price:
The Company has not made any preferential allotment during the period from 1st April 2019 till the date of this Notice. The Company has undertaken
various preferential allotments in terms of this Notice. However, the Company will ensure that the number of persons to whom allotment on
preferential basis will be made during the financial year 2019-20 will not exceed the limit specified in the Act and Rules made thereunder.
(xii) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered
valuer:
This is not applicable in the present case since the Company being a listed company, the pricing is in terms of ICDR Regulations. Further, the
proposed allotment is for cash consideration.
(xiii) The pre issue and post issue shareholding pattern of the Company:
The shareholding pattern of the Company before and after considering all the preferential issues under this Notice is provided in an Annexure 1
forming part of this Notice.
(xiv) Undertaking to recomputed price:
The same is not applicable in the present case.
(xv) Undertaking to put under lock-in till the recomputed price is paid:
The same is not applicable in the present case.
(xvi) Certificate from Statutory Auditors:
A copy of the certificate from Statutory Auditors certifying that the issue is being made in accordance with the requirements of the ICDR Regulations
and applicable provisions of the Companies Act, 2013 shall be made available for inspection at the registered office of the Company between 2.00 p.m.
and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of this Extra Ordinary General Meeting of the Company.
(xvii) Lock-in Period:
The equity shares allotted to the Proposed Allottees shall be locked-in as per Regulation 167 and other applicable provisions of the ICDR Regulations.
(xviii) Disclosure pertaining to wilful defaulters:
Neither the Company nor any of its Promoters or Directors is wilful defaulter and hence disclosures as specified in Schedule VI of the ICDR
Regulations are not applicable.
The consent of the shareholders is sought for the issue of the equity shares in terms of Section 62(1)(c) read with Section 42 and other applicable provisions,
if any, of the Act and in terms of the provisions of the ICDR Regulations, Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the listing agreements entered into by the Company with the stock exchanges, where the Company’s equity shares
are listed.
The Board recommends passing of the Special Resolution to approve issue of equity shares of the Company on preferential basis to Promoters and certain
persons / entities in terms of the Companies Act, 2013 and the ICDR Regulations. In light of above, you are requested to accord your approval to the Special
Resolution as set out at Agenda Item No.8 of the accompanying Notice.
The Promoter-Directors namely Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief Operating
Officer and Mr. Girish R.Tanti, the Non-executive Director of the Company and their relatives forming part of the Promoter Group of the Company have
got an interest in this resolution to the extent of the equity shares that may be subscribed to by and allotted to the Promoters. Further, the Key Managerial
Personnel of the Company, namely, Mr. Swapnil Jain, Chief Financial Officer, has got an interest in this resolution to the extent of the equity shares that may
be subscribed to by and allotted to him. Except the above, none of the existing Directors and Key Managerial Personnel and their relatives has any concern
or interest, financial or otherwise, in the proposed resolution.
Further, Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief Operating Officer and Mr. Girish
R.Tanti, the Non-executive Director of the Company along with other Promoters and entities forming part of the Promoter Group hold 99.89% of the equity
share capital of Tanti Holdings Private Limited, one of the Proposed Allottees as on the date of this Notice. Except for the above, none of the Directors and
/ or Key Managerial Personnel of the Company has any shareholding interest exceeding 2% in any of the Proposed Allottees.
The issue of equity shares under this Resolution is authorised by the Articles of Association of the Company.
The equity shares of the Company issued under this Resolution shall be listed on the National Stock Exchange of India Limited and BSE Limited.
Copies of documents relevant to these Resolutions shall be made available for inspection at the registered office of the Company between 2.00 p.m. and 5.00
p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of this Extra Ordinary General Meeting. Such documents shall also be
available for inspection at the venue till the conclusion of this Extra Ordinary General Meeting.
Agenda Item No.9: To approve issue of compulsorily convertible debentures of the Company on preferential basis to Promoters and certain persons /
entities in terms of the Companies Act, 2013 and the ICDR Regulations
The Company proposes to undertake a capital raising exercise by way of preferential issue to Tanti Holdings Private Limited (i.e. a promoter of the Company)
and certain persons / entities (“Proposed Allottees”) who have expressed their inclination to subscribe to the unsecured compulsorily convertible debentures
(“CCDs”) of the Company with a view to support the Company in the present situation.
Accordingly, the Board at its meeting held on 27th February 2020 had, subject to the approval of the shareholders and other regulatory approvals as may be
required, approved the proposal to create, offer, issue and allot, in one or more tranches, 10,000 (Ten Thousand) CCDs having a face value of Rs.1,00,000/-
(Rupees One Lac Only) each for cash at par aggregating to Rs.100,00,00,000/- (Rupees One Hundred Crores Only) to Tanti Holdings Private Limited (i.e.
a promoter of the Company) and certain persons / entities as mentioned in the explanatory statement (hereinafter collectively referred to as the “Proposed

26
Allottees”), in one or more tranches, whether they are shareholders of the Company or not, by way of a preferential allotment.
A company can undertake preferential allotment / private placement only after obtaining prior approval of the shareholders by way of special resolution in
terms of Section 71(1), 42 and 62(1)(c) of the Companies Act, 2013 read with Rules framed thereunder (the “Act”) further read with provisions of Chapter
V – “Preferential Issue” of the ICDR Regulations, as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR
Regulations.
The following details of the proposed preferential issue of the CCDs are disclosed in accordance with the provisions of the Act and the ICDR Regulations,
as amended:
(i) The object / purpose of the preferential issue:
The object of the preferential issue is to meet the funding requirements and other general corporate purposes including but not limited to build up
of new inventory, critical vendor and other approved payments.
(ii) The total number of shares or other securities to be issued and the manner of issue and the amount which the Company proposes to raise by
way of such issue:
It is intended to create, offer, issue and allot 10,000 (Ten Thousand) CCDs having a face value of Rs.1,00,000/- (Rupees One Lac Only) each aggregating
to Rs.100,00,00,000/- (Rupees One Hundred Crores Only) to the Proposed Allottees mentioned below, pursuant to a preferential allotment on a
private placement basis.
(iii) The price or price band at / within which the allotment is proposed:
Each CCD shall be convertible into 38,314 equity shares of the Company having a face value of Rs.2/- (Rupees Two Only) each. The CCDs are being
issued for cash at par and the CCDs shall be convertible into equity shares of the Company at the option of the Proposed Allottees during the period
of 18 months from the date of allotment and if such option is not exercised, shall compulsorily and mandatorily convert into equity shares of the
Company, on the last day of the period of 18 months from the date of allotment as specified in the ICDR Regulations, at the conversion price of
Rs.2.61 per equity share determined with reference to the Relevant Date, i.e. 20th February 2020, being a date which is 30 (Thirty) days prior to the
date on which the meeting of shareholders is to be held to consider the proposed preferential issue in accordance with the ICDR Regulations.
(iv) Basis on which the price has been arrived at along with report of the registered valuer:
Since the Company is a listed company, the conversion price of Rs.2.61 per equity share has been determined with reference to the Relevant Date
(as mentioned in point (v) below) in accordance with Regulation 164(1) of the ICDR Regulations and applicable laws. Further, the report of the
registered valuer is not required in terms of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014.
(v) Relevant date with reference to which the price has been arrived at:
The “Relevant Date” in terms of Regulation 161(b) of the ICDR Regulations for determining the price of the equity shares to be allotted to the
Proposed Allottees pursuant to conversion of CCDs allotted on a preferential basis, would be a date which is 30 (Thirty) days prior to the date on
which the meeting of shareholders is held to consider the proposed preferential issue.
(vi) The class or classes of persons to whom the allotment is proposed to be made:
The allotment is proposed to be made to the Proposed Allottees, i.e. Tanti Holdings Private Limited (which is a promoter of the Company) and
certain persons / entities as mentioned in point no.(ix) below.
(vii) The intention / proposal of the Promoters, Directors and Key Managerial Personnel of the Company to subscribe to the proposed preferential
offer:
The Promoter-Directors namely Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief
Operating Officer and Mr. Girish R.Tanti, the Non-executive Director of the Company and their relatives forming part of the Promoter Group of the
Company have got an interest in this resolution to the extent of the equity shares that may be subscribed by and allotted to Tanti Holdings Private
Limited (which is a promoter of the Company).
Other than the above, none of the existing Directors and Key Managerial Personnel and their relatives intend to subscribe to the proposed preferential
issue.
(viii) Proposed time within which the allotment shall be completed:
The Company will issue and allot CCDs within the time limit specified under the ICDR Regulations or any longer time limit as may be permitted
under the ICDR Regulations or any other law.
(ix) The identity of the proposed allottees, the natural persons which ultimately control the proposed allottees, maximum number / amount of
equity shares proposed to be allotted and the percentage of post issue capital that may be held by the proposed allottees:

Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum Pre- % Post- %
No. the Proposed who ultimately (Approx.) no. of equity preferential preferential
Allottee(s) controls the shares to shareholding shareholding
proposed be allotted (No. of (No. of
allottee pursuant to shares) shares)&
conversion
of CCDs
1 Tanti Holdings Private Limited (Promoter) Promoter Rambhaben 50,00,00,000 19,15,70,881 15,89,01,093 2.99 54,20,42,855 6.49
Ukabhai
2 Cannon Realty Pvt. Ltd. j/w. Sun Fastfin Services Pvt. Ltd. Non-Promoter Dilip Shanghvi 6,91,50,000 2,64,94,253 13,83,00,000 2.60 19,12,88,506 2.29
in the capacity of partners of M/s. GEE SIX Enterprises
3 Shanghvi Finance Pvt. Ltd. j/w. Aditya Medisales Ltd. J/w. Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 13,95,59,004 1.67
Kumud S. Shanghvi in the capacity of partners of M/s.
Sunrise Associates

27
 Sr. Name of the Proposed Allottee(s) Category of Natural person Value in Rs. Maximum Pre- % Post- %
No. the Proposed who ultimately (Approx.) no. of equity preferential preferential
Allottee(s) controls the shares to shareholding shareholding
proposed be allotted (No. of (No. of
allottee pursuant to shares) shares)&
conversion
of CCDs
4 Shanghvi Finance Pvt. Ltd. j/w. Aditya Medisales Ltd. Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 13,95,59,004 1.67
J/w. Aalok D. Shanghvi in the capacity of partners of M/s.
Goldenstar Enterprises
5 Shanghvi Finance Pvt. Ltd. j/w. Aditya Medisales Ltd. Non-Promoter Dilip Shanghvi 5,04,50,000 1,93,29,502 10,09,00,000 1.90 13,95,59,004 1.67
J/w. Vibha Shanghvi in the capacity of partners of M/s.
Pioneer Resources
6 Aditya Medisales Ltd. j/w. M J Pharmaceuticals Pvt. Ltd. Non-Promoter Dilip Shanghvi 4,00,00,000 1,53,25,670 8,00,00,000 1.50 11,06,51,341 1.32
J/w. Ms. Vidhi Shanghvi in the capacity of partners of M/s.
Expert Vision
7 Aalok D. Shanghvi Non-Promoter Not Applicable 3,40,00,000 1,30,26,820 6,80,00,000 1.28 9,40,53,640 1.13
8 Vibha Shanghvi Non-Promoter Not Applicable 2,15,00,000 82,37,548 4,30,00,000 0.81 5,94,75,096 0.71
9 Vidhi D. Shanghvi Non-Promoter Not Applicable 3,40,00,000 1,30,26,820 6,80,00,000 1.28 9,40,53,640 1.13
10 Neostar Developers LLP Non-Promoter Sudhir Valia & 4,25,00,000 1,62,83,525 8,50,00,000 1.60 11,75,67,050 1.41
Vijay Parekh
11 Real Gold Developers LLP Non-Promoter Sudhir Valia & 4,25,00,000 1,62,83,525 8,50,00,000 1.60 11,75,67,050 1.41
Vijay Parekh
12 Suraksha Buildwell LLP Non-Promoter Sudhir Valia & 5,50,00,000 2,10,72,797 11,00,00,000 2.07 15,21,45,594 1.82
Vijay Parekh
13 Sudhir V. Valia Non-Promoter Not Applicable 25,00,000 9,57,854 29,295 0.00 19,45,004 0.02
14 Raksha S. Valia Non-Promoter Not Applicable 25,00,000 9,57,854 25,000 0.00 19,40,709 0.02
15 Vijay M. Parekh Non-Promoter Not Applicable 25,00,000 9,57,854 50,00,000 0.09 69,15,709 0.08
16 Paresh M. Parekh Non-Promoter Not Applicable 25,00,000 9,57,854 50,00,000 0.09 69,15,709 0.08
Note: For calculation of post issue percentage, kindly refer to Notes provided in Shareholding Pattern provided in Annexure 1.
The post issue percentage mentioned above is after considering equity allotment to be made under Agenda item no.8
& 

(x) The change in control, if any, in the Company that would occur consequent to the preferential offer:
The existing Promoters of the Company will continue to be in control of the Company and there will not be any change in the management or
control of the Company as a result of the proposed preferential allotment except dilution in shareholding of the Promoters due to allotment to non-
promoters.
(xi) Number of persons to whom allotment on preferential basis has been made during the year in terms of number of securities as well as price:
The Company has not made any preferential allotment during the period from 1st April 2019 till the date of this Notice. The Company has undertaken
various preferential allotments in terms of this Notice. However, the Company will ensure that the number of persons to whom allotment on
preferential basis will be made during the financial year 2019-20 will not exceed the limit specified in the Act and Rules made thereunder.
(xii) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered
valuer:
This is not applicable in the present case as the proposed allotment is made for consideration in cash.
(xiii) The pre issue and post issue shareholding pattern of the Company:
The shareholding pattern of the Company before and after considering all the preferential issues under this Notice is provided in an Annexure 1
forming part of this Notice.
(xiv) Undertaking to recomputed price:
The same is not applicable in the present case.
(xv) Undertaking to put under lock-in till the recomputed price is paid:
The same is not applicable in the present case.
(xvi) Certificate from Statutory Auditors:
A copy of the certificate from Statutory Auditors certifying that the issue is being made in accordance with the requirements of the ICDR Regulations
and applicable provisions of the Companies Act, 2013 shall be made available for inspection at the registered office of the Company between 2.00 p.m.
and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of this Extra Ordinary General Meeting of the Company.
(xvii) Lock-in Period:
The CCDs allotted to the Proposed Allottees shall be locked-in as per Regulation 167 and other applicable provisions of the ICDR Regulations.
(xviii) Listing
The Company will make an application to the stock exchanges at which the existing shares are already listed, for listing of the equity shares to be
issued on conversion of the CCDs. Such equity shares, once allotted, shall rank pari passu with the existing equity shares of the Company in all
respects.

28
(xix) Disclosure pertaining to wilful defaulters:
Neither the Company nor any of its Promoters or Directors is wilful defaulter and hence disclosures as specified in Schedule VI of the ICDR
Regulations are not applicable.
The consent of the shareholders is sought for the issue of the CCDs in terms of Sections 71(1), 62(1)(c) read with Section 42 and other applicable provisions,
if any, of the Act and in terms of the provisions of the ICDR Regulations, Listing Regulations read with the listing agreements entered into by the Company
with the stock exchanges, where the Company’s equity shares are listed.
The Board recommends passing of the Special Resolution to approve issue of CCDs on preferential basis to the Proposed Allottees. In light of above, you are
requested to accord your approval to the Special Resolution as set out at Agenda Item No.9 of the accompanying Notice.
The Promoter-Directors namely Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief Operating
Officer and Mr. Girish R.Tanti, the Non-executive Director of the Company and their relatives forming part of the Promoter Group of the Company have
got an interest in this resolution to the extent of the equity shares that may be subscribed by and allotted to Tanti Holdings Private Limited (i.e. a promoter
of the Company). Except the above, none of the existing Directors and Key Managerial Personnel and their relatives has any concern or interest, financial
or otherwise, in the proposed resolution.
Further, Mr. Tulsi R.Tanti, the Chairman and Managing Director, Mr. Vinod R.Tanti, the Wholetime Director and Chief Operating Officer and Mr. Girish
R.Tanti, the Non-executive Director of the Company along with other Promoters and entities forming part of the Promoter Group hold 99.89% of the equity
share capital of Tanti Holdings Private Limited, one of the Proposed Allottees, as on the date of this Notice. Except for the above, none of the Directors and
/ or Key Managerial Personnel of the Company has any shareholding interest exceeding 2% in any of the Proposed Allottees.
Copies of documents relevant to these Resolutions shall be made available for inspection at the registered office of the Company between 2.00 p.m. and 5.00
p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of this Extra Ordinary General Meeting. Such documents shall also be
available for inspection at the venue till the conclusion of this Extra Ordinary General Meeting.
Agenda Item No.10: To amend the Articles of Association of the Company
In terms of the restructuring of debt of the Company and its certain identified subsidiaries (collectively, “Suzlon The Group” or the “STG”) formulated
under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by Reserve Bank of India vide its circular
dated 7th June 2019 (hereinafter referred to as the “RBI Circular”) (hereinafter referred to as the “Resolution Plan”, which term shall include inter alia debt
restructuring proposal, sanction letters issued by the lenders, the definitive agreements and other documents, writings, written communications as the
Board enters into / exchanges with the lenders / others in relation to or in order to implement the Resolution Plan), the Company has to, inter alia, amend
the Articles of Association of the Company by including the terms of the optionally convertible debentures proposed to be allotted by the Company to the
lenders.
In terms of the provisions of Section 14 of the Companies Act, 2013 read with Rules made thereunder, a company may, by special resolution, alter its Articles
of Association.
The Board recommend passing of the Special Resolution to amend the Articles of Association. In light of above, you are requested to accord your approval
to the Special Resolution as set out at Agenda Item No.10 of the accompanying Notice.
Copies of documents relevant to this Resolution including a copy of the amended Articles of Association of the Company shall be made available for
inspection at the registered office of the Company between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the
date of this Extra Ordinary General Meeting. Such documents shall also be available for inspection at the venue till the conclusion of this Extra Ordinary
General Meeting.
None of the Directors and Key Managerial Personnel of the Company and their relatives has 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 : Mumbai Company Secretary.
Date : 27th February 2020 M. No. A18026.
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009.

29
 ANNEXURE 1
The pre issue and post issue shareholding pattern of the Company after considering all the preferential allotments to be made under this Notice is
provided hereunder:

Sr. Category Pre-Issue Post-Issue

No. Number of shares % of shareholding Number of shares % of shareholding
A Promoters’ holding:
1 Indian:
Individual 59,83,84,000 11.25 59,83,84,000 7.16
Bodies Corporate 45,44,00,456 8.54 83,75,42,218 10.03
Sub Total (A1) 1,05,27,84,456 19.79 1,43,59,26,218 17.19
2 Foreign Promoters - -
Sub Total (A2) - -
Sub Total A [(A1) + (A2)] 1,05,27,84,456 19.79 1,43,59,26,218 17.19
B Non-Promoters’ Shareholding
1 Institutional Investors
Financial Institutions / Banks / Insurance 46,91,24,029 8.82 1,96,91,24,029 23.58
Companies
Others
Sub-Total (B1) 46,91,24,029 8.82 1,96,91,24,029 23.58
2 Non-Institutions:
Private Corporate Bodies 1,01,61,72,671 19.10 1,79,43,33,591 21.48
Directors & Relatives (Other than Promoters) - - - -
Indian Public 2,61,40,89,738 49.14 2,98,53,54,105 35.74
Others (including NRI) 15,93,22,387 2.99 15,93,22,387 1.91
Sub-Total (B2) 3,78,95,84,796 71.24 4,93,90,10,083 59.13
Sub-Total B [(B1) + (B2)] 4,25,87,08,825 80.05 6,90,81,34,112 82.71
C GDRs 82,80,840 0.16 82,80,840 0.10
GRAND TOTAL [(A) + (B) + (C)] 5,31,97,74,121 100.00 8,35,23,41,170 100.00
Notes:
1) The post-issue paid-up capital is arrived after considering all preferential allotments under Resolution under Item nos.2, 4, 8 and 9 to Proposed
Equity Holders, Proposed Warrant Holders and proposed CCD Holders respectively. While calculating the post-issue paid-up capital, allotment of
equity shares to Proposed OCD Holders pursuant to conversion of OCDs in terms of Resolution under Item no. 3 has not been considered since
issuance of equity shares against OCDs is contingent upon happening of a particular event(s) / Proposed OCD Holders exercising their option
to convert, and since the number of equity shares to be issued to upon conversion of OCDs cannot be ascertained at this point of time. Further,
allotment of equity shares to Proposed Warrant Holders upon conversion of Warrants and to the Proposed CCD Holders upon conversion of CCDs
has been considered on as-if-converted basis.
2) The number of equity shares, OCDs and Warrants to be allotted to each of the (i) Proposed Equity Holders; (ii) Proposed OCD Holders; and (iii)
Proposed Warrant Holders cannot be ascertained as on date of this Notice and accordingly the number of securities proposed to be issued to each
of them cannot be disclosed separately and would be determined only on the basis of confirmations received from lender for actual outstanding
balances as on applicable date. However, the total number of securities to be issued and allotted shall not exceed the total number of aggregate
securities provided in the respective Resolutions.
3) The number of equity shares actually allotted to the Proposed Allottees being Promoters and certain persons / entities shall depend on the subscription
made by the respective Proposed Allottees as also actual issue price fixed by the Board at the time of allotment which shall not be less than Rs.2.61
per equity share. The post-issue paid-up capital as well as post-issue shareholding percentage provided above assumes full subscription by each of
the Proposed Allottees. In the event that this will not be the case or the actual issue price is higher than the minimum price, the post-issue paid-up
capital as well as post-issue shareholding percentage provided above may stand altered consequently.
4) The post issue paid-up capital of the Company is subject to alterations on account of (i) conversion of OCDs into equity shares; and (ii) the conversion
of the existing Foreign Currency Convertible Bonds (FCCBs) issued by the Company and / or conversion of new series of FCCBs, if any, issued by
the Company.
5) The Company will ensure compliance with all applicable laws and regulations including the ICDR Regulations at the time of allotment of securities.

30
 SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Website: www.suzlon.com; Email id: [email protected]

PROXY FORM
(Form MGT.11)
[Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s) :

Registered Address :

Email ID :
Folio No. / Client ID :
DP ID :
I / We, being the member(s) of __________________ shares of the above named Company hereby appoint:

1. Name:____________________________________________________________ E-mail Id: _______________________________________

Address:___________________________________________________________________________________________________________

__________________________________________________________________Signature: _______________________________________
or failing him
2. Name:____________________________________________________________ E-mail Id: _______________________________________

Address:___________________________________________________________________________________________________________

__________________________________________________________________Signature: _______________________________________
or failing him

3. Name:____________________________________________________________ E-mail Id: _______________________________________

Address:___________________________________________________________________________________________________________

__________________________________________________________________Signature: _______________________________________
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extra Ordinary General Meeting of the Company, to be held
on Tuesday, 24th March 2020 at 4.00 p.m. at H T Parekh Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015 and at any
adjournment thereof in respect of such resolutions as are indicated below:

Reso. Particulars Ordinary / Special Resolution

No.
1. To approve increase in the Authorised Share Capital and alteration of the Capital Clause of the Ordinary Resolution
Memorandum of Association of the Company
2. To approve issue of equity shares of the Company on preferential basis to the lenders pursuant to the Special Resolution
restructuring of debt of the Company and its certain identified subsidiaries
3. To approve issue of optionally convertible debentures of the Company on preferential basis to the lenders Special Resolution
pursuant to the restructuring of debt of the Company and its certain identified subsidiaries
4. To approve issue of convertible warrants of the Company on preferential basis to the lenders pursuant to Special Resolution
the restructuring of debt of the Company and its certain identified subsidiaries
5. To consider in-principle approval for conversion of loan in to equity Special Resolution
6. To approve issue of equity shares / equity linked instruments Special Resolution
7. To approve divestment / dilution / disposal of the Company’s investment(s) / asset(s) / undertaking(s) Special Resolution

31
 Reso. Particulars Ordinary / Special Resolution
No.
8. To approve issue of equity shares of the Company on preferential basis to the Promoters and certain Special Resolution
persons / entities in terms of the Companies Act, 2013 and the ICDR Regulations
9. To approve issue of compulsorily convertible debentures of the Company on preferential basis to Promoters Special Resolution
and certain persons / entities in terms of the Companies Act, 2013 and the ICDR Regulations
10. To amend the Articles of Association of the Company Special Resolution

Affix
Revenue
Stamp
Signed this _________ day of ___________ 2020.

Signature of shareholder: ____________________ Signature of proxy holder(s): ______________________

_______________________________________________________________________________________
Note: This form of proxy in order to be effective should be duly completed, stamped, signed and deposited at the Company’s Registered Office, not
less than 48 (forty eight) hours before the commencement of this Extra Ordinary General Meeting of the Company.

MAP OF VENUE OF EXTRA ORDINARY

GENERAL MEETING OF SUZLON ENERGY LIMITED
[CIN:L40100GJ1995PLC025447]

H T Parekh Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015.

IIM Ahmedabad Textile Industries

-A Research Association (ATIRA) H T Parekh Hall,
(0 AMA Complex, ATIRA,
.6 Dr Vikram Sarabhai Marg,
km
) Ahmedabad Management Ahmedabad - 380 015, Gujarat.
Association (AMA)
Dr
.V
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am
Sa
rab
ha
iM
arg
(A
mb
aw Panjarapole
adi-
IIM Cross Road
-A
Ro
Sahajanand ad)
College Kamdhenu Am
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Complex w
Venue Distance from ad
i(
1.
Railway Station 10 km approx. 6
km
Airport 16 km approx. )

32
 SUZLON ENERGY LIMITED
[CIN: L40100GJ1995PLC025447]
Regd. Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad-380009;
Tel.: +91.79.6604 5000; Fax: +91.79.2656 5540; Website: www.suzlon.com; Email id: [email protected]

ATTENDANCE SLIP
Sr. No.__________________
DP ID / Folio No. / Client ID :

Full name and address of the shareholder :

No. of equity shares held :

Full name of the proxy, in case proxy :

attending
I / we hereby record my / our presence at the Extra Ordinary General Meeting of the Company, to be held on Tuesday, 24th March 2020 at 4.00 p.m.
at H T Parekh Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad-380015.

_______________________________
Signature of the shareholder / proxy
E-voting Details

EVENT User ID Password

Process and Manner of remote e-voting

Pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 108 of the Companies Act, 2013 and Rules made thereunder, the Company is providing facility for voting by electronic means (“remote
e-voting”) to the shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the Notice. The facility
for voting by ballot or polling paper shall also be made available at the Extra Ordinary General Meeting and the shareholders attending the meeting
who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting. The shareholders who have already cast
their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
The Company has appointed Mr. Ravi Kapoor, Practicing Company Secretary (Membership No.F2587 and Certificate of Practice No.2407) as the
Scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional. The e-voting rights of the shareholders
/ beneficial owners shall be reckoned on the equity shares held by them as on 18th March 2020 being the cut-off date for the purpose. The
shareholders of the Company holding shares either in dematerialised or in physical form, as on the cut-off date, may cast their vote electronically.
A person who is not a shareholder on the cut-off date should treat this Notice for information purposes only.
Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and is holding shares as on
the cut-off date, i.e. 18th March 2020, may obtain the User ID and password in the manner as mentioned below:
(i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWD<space>DP ID
Client ID or Event number (i.e.5243)+Folio No. to 9212993399
Example for NSDL : MYEPWD<SPACE>IN12345612345678
Example for CDSL : MYEPWD<SPACE>1402345612345678
Example for Physical : MYEPWD<SPACE>52431234567
(ii) If e-mail or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.
com, the member may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
The process and manner for remote e-voting is as under:
1. The Company has entered into an arrangement with KFin Technologies Private Limited (“Kfintech”) for facilitating remote e-voting for the
ensuing Extra Ordinary General Meeting. The instructions for remote e-voting are as under:
(i) Open your web browser during the voting period and navigate to ‘https://evoting.karvy.com’.
(ii) Enter the login credentials, i.e. user-id & password, mentioned on the attendance slip / email forwarded through the electronic notice:
 User ID For shareholder(s) / beneficial owner(s) holding shares in demat form:-
a) For NSDL:- 8 characters DP ID followed by 8 digits Client ID
b) For CDSL:- 16 digits Beneficiary ID
c) For shareholder(s) holding shares in physical form:- Event number (i.e. 5243)+folio number
Password Your unique password is printed on the EGM attendance slip / sent via email forwarded through the electronic notice.
Captcha Enter the verification code for security reasons, i.e., please enter the alphabets and numbers in the exact way as they
are displayed.
(iii) After entering these details appropriately, click on “LOGIN”.
(iv) Members holding shares in demat / physical form will now reach password change menu wherein they are required to mandatorily
change their login password in the new password field. The new password has to be minimum eight characters consisting of at least
one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @, etc.). Kindly note that this
password can be used by the demat holders for voting for resolution of any other company on which they are eligible to vote, provided
that such company opts for e-voting through Kfintech’s e-voting platform. System will prompt you to change your password and
update any contact details like mobile, email ID., etc. on first login. You may also enter the secret question and answer of your choice
to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Kindly ensure that you note down your password for future reference. In case you
forget it, you will need to go through ‘Forgot Password’ option available on the Kfintech’s e-voting website to reset the same.
(v) You need to login again with the new credentials.
(vi) On successful login, system will prompt to select the ‘Event’, i.e. ‘SUZLON ENERGY LIMITED’.
(vii) If you are holding shares in demat form and had logged on to https://evoting.karvy.com and casted your vote earlier for any other
company, then your existing login id and password are to be used.
(viii) On the voting page, you will see resolution description and against the same the option ‘FOR / AGAINST / ABSTAIN’ for voting.
Enter the number of shares under ‘FOR / AGAINST / ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and
partially in ‘AGAINST’, but the total number in ‘FOR / AGAINST’ taken together should not exceed your total shareholding. If you
do not want to cast a vote, you may select ‘ABSTAIN’.
(ix) After selecting the resolution if you have decided to cast vote on the same, click on “SUBMIT” and a confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your
vote.
(x) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(xi) 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 “Corporate Name”.
2. Once you have cast your vote on a resolution you will not be allowed to modify it subsequently. Kindly note that once you have cast your
vote you cannot modify or vote on poll at the Extra Ordinary General Meeting. However, you can attend the meeting and participate in the
discussions, if any.
3. The Portal will remain open for voting from: 9.00 a.m. on Saturday, 21st March 2020 to 5.00 p.m. on Monday, 23rd March 2020 (both days
inclusive). The e-voting portal shall be disabled by Kfintech thereafter.
4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders
available at the download section of https://evoting.karvy.com. In case of any grievances, you may contact Mr. Ganesh Chandra Patro of Kfin
Technologies Private Limited (“Kfintech”) at 040-67162222 or at 1800-3454-001 (toll free); email: [email protected].
5. The Scrutinizer shall immediately after the conclusion of the voting at the Extra Ordinary General Meeting, first count the votes cast at the
Extra Ordinary General Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least 2 (two) witnesses not
in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or
against, if any, not later than 3 (three) days after the conclusion of the Extra Ordinary General Meeting to the Chairman of the Company.
The Chairman, or any other person authorised by the Chairman, shall declare the result of the voting forthwith.
6. The resolutions will be deemed to be passed on the Extra Ordinary General Meeting date subject to receipt of the requisite number of votes
in favour of the resolutions.
7. The results declared along with the Scrutinizer’s Report(s) will be placed on the website of the Company (www.suzlon.com) and on Kfintech’s
website (https://evoting.karvy.com) immediately after it is declared by the Chairman, or any other person authorised by the Chairman, and
the same shall be communicated to the National Stock Exchange of India Limited and BSE Limited.
8. KPRISM- Mobile service application by Kfintech:
Members are requested to note that, the Registrar and Share Transfer Agent, Kfin Technologies Private Limited (“Kfintech”) has launched a
new mobile application - KPRISM and website https://kprism.kfintech.com/app/ for online service to shareholders.
Members can download the mobile application, register yourself (one time) for availing host of services viz., consolidated portfolio view
serviced by Kfintech, dividend status and send requests for change of address, change / update bank mandate. Through the mobile app,
members can download annual reports, standard forms and keep track of upcoming general meetings, IPO allotment status and dividend
disbursements. The mobile application is available for download from Android Play Store or scan the below QR code. Alternatively visit the
link https://kprism.kfintech.com/app/ to download the mobile application.

https://kprism.kfintech.com/app/