MAHINDRA SUSTEN PRIVATE LIMITED Reg. Off.: Mahindra Towers, Dr

MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

NOTICE

NOTICE IS HEREBY GIVEN THAT THE TENTH ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF MAHINDRA SUSTEN PRIVATE LIMITED (“THE COMPANY”) WILL BE HELD ON TUESDAY, SEPTEMBER 29, 2020 AT 3.15 P.M. THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”) FACILITY TO TRANSACT THE FOLLOWING BUSINESS.

THE PROCEEDINGS OF THE AGM SHALL BE DEEMED TO BE CONDUCTED AT THE REGISTERED OFFICE OF THE COMPANY AT MAHINDRA TOWERS, P. K. KURNE CHOWK, WORLI, MUMBAI - 400018 WHICH SHALL BE THE DEEMED VENUE OF THE AGM.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, including the Audited Balance Sheet as at March 31, 2020 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Chandrasekar Kandasamy (DIN: 01084215), who retires by rotation and, being eligible, offers himself for re-appointment and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Chandrasekar Kandasamy (DIN: 01084215), who retires by rotation at the 10th Annual General Meeting, and being eligible has offered himself for re-appointment, be and is hereby re- appointed as a Non-Executive Director of the Company, liable to retire by rotation.”

3. To appoint Statutory Auditors of the Company: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in

Page 1 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

force), and based on the recommendation of Finance and Accounts Audit Committee and Board of Directors, the Company do hereby appoint M/s. Deloitte Haskins & Sells LLP, (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company, for first term of 5 consecutive years i.e., to hold office from the conclusion of the 10th Annual General Meeting (“AGM”) until the conclusion of the 15th AGM of the Company to be held in the year 2025, at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit.”

SPECIAL BUSINESS:

4. To appoint Ms. Nora Bhatia (DIN: 08593229) as Non-Executive (Non-Independent) Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force) and the Articles of Association (“AOA”) of the Company, Ms. Nora Bhatia (DIN: 08593229) who was appointed as an Additional Director of the Company by the Board of Directors of the Company with effect from October 22, 2019 pursuant to the provisions of Section 161 of the Act and applicable AOA of the Company and who holds office as an Additional Non-Executive (Non-Independent) Director upto the date of this Annual General Meeting of the Company, and who is eligible for being appointed and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing her candidature for the office of Non-Executive (Non- Independent) Director of the Company, be and is hereby appointed as a Non-Executive (Non- Independent) Director of the Company, liable to retire by rotation.”

5. To appoint Mr. Amit Raje (DIN: 06809197) as Non-Executive (Non-Independent) Director of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies

Page 2 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association (“AOA”) of the Company, Mr. Amit Raje (DIN: 06809197) who was appointed as an Additional Director of the Company by the Board of Directors with effect from August 19, 2020, pursuant to the provisions of Section 161 of the Act and the applicable provisions of the AOA of the Company and who holds office as an Additional Non-Executive (Non- Independent) Director upto the date of this Annual General Meeting, and who is eligible for being appointed and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of a Non- Executive (Non-Independent) Director of the Company, be and is hereby appointed as a Non- Executive (Non-Independent) Director of the Company, liable to retire by rotation.”

6. To appoint Mr. Basant Jain as the Managing Director and re-designate him as the ‘Managing Director & CEO’ of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 198, 203, Schedule V and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the applicable Rules made thereunder (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company, the approval of the Finance and Accounts Audit Committee with respect to the related party transaction, subject to the approval of the Central Government, if required, and such other approval(s), permission(s) and sanction(s), as may be required and subject to such condition(s) and modification(s), as may be prescribed or imposed by any of the authority(ies) while granting such approval(s), permission(s) and sanction(s), Mr. Basant Jain (DIN: 00220395), who was appointed as an Additional Director and re-designated as Managing Director & Chief Executive Officer (“CEO”) of the Company by the Board with effect from May 4, 2020, and who holds office up to the date of the 10th Annual General Meeting (“AGM”) of the Company in terms of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of Director of the Company, consent of the Members of the Company be and is hereby accorded for appointment of Mr. Basant Jain as the Managing Director & CEO of the Company, liable to retire by rotation, for a period of 5 (five) years with effect from May 04, 2020 to May 03, 2025 (both days inclusive) on the terms and conditions and remuneration as set out below and detailed in the explanatory statement annexed hereto, with the liberty, power and the authority to the Board to revise, alter and vary the terms and conditions of his appointment and his remuneration within the limits as approved by the Members of the Company;

Page 3 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Remuneration: i. Salary: Salary of Rs. 10,08,000/- (inclusive of monthly Basic Salary of Rs. 3,16,298/-, Conveyance Allowance and Flexi pay) per month in the scale of Rs. 10,00,000/- per month upto Rs. 18,00,000/- per month; ii. Perquisites and Allowances: In addition to aforementioned Salary, he will be entitled to such other perquisites, allowances and Retirals as per the Company’s Rules/Policy not exceeding 200% of the Annual Basic Salary, which would include the following in accordance with the Company’s Rules/Policy, as amended from time to time: 1. Residential Accommodation (furnished or otherwise) or House Rent Allowance in lieu thereof; 2. Mobile bill re-imbursement, and other benefits / amenities / facilities in accordance with the Rules of the Company, as may be amended from time to time; 3. Allowance for gas, electricity, water, furnishings, Education Allowance, Special/other Flexi-pay Allowance, Driver Salary, if any, Encashment of Leaves, Superannuation Fund, Annuity Fund, provision for use of Company’s Car, fuel and maintenance thereof on actuals, Medical and Personal Accident Insurance, Term Life Insurance, Directors & Officers liability Insurance, Residential Telephone, and other communication facilities, club membership, and such other allowances, perquisites, benefits, amenities and facilities etc. in accordance with the Company’s Rules/Policy, as may be amended from time to time; 4. Such other allowances, flexible allowance structure, perquisites, benefits, amenities and facilities etc. as may be entitled to him in accordance with the Company’s Rules/Policy(ies) and/or as the Board may from time to time decide. iii. Performance linked/variable pay: Not exceeding 150% of the Annual Basic Salary, payable basis the Company and Individual KRAs (as applicable to other senior executives), on achievement of various financial and non- financial targets set by the Company in accordance with the Company’s Rules/Policy(ies). The actual payout towards the Performance linked/Variable pay would vary basis performance for each financial year or part thereof, as may be approved by the Board (which includes any other committee thereof); iv. ESOPs: In addition to the above, the MD and CEO shall be entitled to ESOPs in accordance with the Company’s existing/ future ESOPs Scheme(s) as may be approved by the Board (including any committee thereof) from time to time.

Page 4 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Note : Out of 3,73,082 Options granted to him till date, 2,96,040 have been vested. None of the vested options have been exercised by him till date.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Basant Jain, the Company has no profits or its profits are inadequate, the Company may pay to Mr. Basant Jain the remuneration (by way of salary, perquisites and other allowances and benefits as specified above and detailed in the explanatory statement annexed hereto) as the minimum remuneration for a period not exceeding 3 (three) years or such other period as may be statutorily permitted subject to receipt of requisite approvals, if any;

RESOLVED FURTHER THAT the Board (or any Committee thereof) be and is hereby authorized to decide the annual remuneration (including the remuneration for current year) payable to Mr. Basant Jain, Managing Director & CEO for his term of appointment and make any modifications thereof, within the overscale of remuneration as mentioned in this resolution;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including to seek all necessary approvals to give effect to this Resolution, to sign and execute all deeds, applications, documents, papers, forms, and writings that may be required, for and on behalf of the Company, to settle all such issue(s), question(s), difficulty(ies) or doubt(s) whatsoever that may arise and to take all such steps and decisions in this regard and to delegate all or any of its powers conferred by this Resolution to any Director(s) or to any Committee(s) and/or any Key Managerial Personnel or officer(s) of the Company as it may consider appropriate to give effect to this Resolution and for the matters connected therewith or incidental thereto.”

7. To ratify Remuneration payable to Cost Auditors:

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendation of the Finance and Accounts Audit Committee and Board of Directors of the Company, the remuneration payable to M/s. Shilpa & Co., Cost Accountants (Firm

Page 5 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Registration Number – 100558), appointed by the Board of Directors as Cost Auditors of the Company to conduct the Audit of the Cost records maintained by the Company for the financial year ending March 31, 2021, amounting to Rs. 2,20,000 (Rupees Two Lakhs Twenty Thousand only) (excluding all applicable taxes and out of pocket expenses), be ratified and confirmed; RESOLVED FURTHER THAT approval of the Company, be accorded to the Board of Directors (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

8. To approve payment of commission to Mr. Chandrasekar Kandasamy, Director of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association (“AOA”) of the Company, the approval of the Finance and Accounts Audit Committee with respect to the related party transaction and approval of Board of Directors of the Company and subject to such other approvals, consents, and permissions as may be required, from time to time, from any statutory or other authorities, the consent of the members, be and is hereby accorded for payment of remuneration by way of commission not exceeding Rs. 5 Lakhs to Mr. Chandrasekar Kandasamy (DIN: 01084215), Non-Executive & Non-Independent Director, during the currency of his tenure as Non-Executive & Non- Independent Director (on pro rata basis effective from October 1, 2020), subject to the total managerial remuneration payable to all directors of the Company in any financial year not exceeding the limits prescribed from time to time under Section 197 and other applicable provisions of the Companies Act, 2013 or any statutory amendments thereof and the said remuneration be paid in such quantum, as may be decided by the Board of Directors of the Company within the overall statutory limits as applicable from time to time; RESOLVED FURTHER THAT approval of the Members, be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things, and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution, and to settle any questions, difficulties or doubts that may arise in this regard.”

Page 6 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

NOTES:

1. Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or any other Audio-Visual Means (“OAVM”): In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue.

2. Dispatch of Notice and Annual Report through electronic means: In compliance with the provisions of the Companies Act, 2013 (“Act”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM and Notice and Annual Report will be sent via e-mail to all Members who have registered their e-mail addresses with the Company.

3. Weblink to access Notice of AGM and Annual Report 2019-20: The Notice of the AGM along with the Annual Report 2019-20 is uploaded and available electronically on the Company’s website at: http://www.mahindrasusten.com

4. Explanatory Statement: An Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, setting out the material facts and reasons for the resolutions in respect of the businesses set out above is annexed hereto.

The Board of Directors have considered and decided to include the Item Nos. 4 to 8 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.

5. The relevant details, pursuant to Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed.

Page 7 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

6. Attendance Slip and Proxy Form: Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

7. Instructions for Members for attending the AGM through VC / OAVM: i. The Company is providing facility for attending the AGM through VC / OAVM through Microsoft Teams platform. Members may join the AGM through VC Facility by following the procedure as mentioned below. ii. The video streaming link of the AGM will be kept open for the Members to join 15 minutes before the time scheduled to start the AGM i.e. from 3 p.m. and the Company may close the window for joining the VC / OAVM facility 15 minutes after the scheduled time to start the AGM i.e. up to 3.30 pm (IST). iii. Members may note that the VC/OAVM Facility, provided by the Company, allows participation of all the Members of the Company. iv. Members are encouraged to join the AGM through laptops/desktops with front camera and internet with a good speed to avoid any disturbance during the AGM and seamless experience. v. Please note that Members connecting from their mobile devices or tablets or through laptop/desktops via. mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. vi. Members can express their views and submit questions/queries in advance at [email protected] with regard to the Financial Statements or any other agenda item to be placed at the AGM and the Members will also be allowed to pose questions during the course of the Meeting. vii. To attend the AGM of the Company through VC / OAVM facility, Members shall log-on to the link provided in the e-mail by which this notice is being sent and follow the procedure below: 1. The AGM meeting link will appear as a Calendar Invite on your registered e-mail Id. Click and select - Join Teams Meeting to join the AGM. Members can join through any web browser or through Microsoft Team Application 2. You have two choices: (a) Download the Windows app: Download the Teams app. (b) Join on the web instead: Join a Teams meeting on the web

Page 8 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

3. Type in your name and turn-on the Camera and Microphone before joining the AGM. You can choose the audio and video settings you want and can also Turn on background blur to keep the focus on you instead of what’s behind you. 4. Select Join now 5. You will not enter the meeting, through the lobby admission.

Members who need any technical or other assistance before or during the AGM, can connect with the technical team at [email protected] or contact Mr. Rakesh Wagh at + 91-99876 63246 or Vinay Vaishya at +91 99671 50220 at +91 99876 63246 or can also e-mail to Mr. Mandar Joshi, Company Secretary vide e-mail at [email protected] or on call at +91 9833910780.

8. Manner of Voting at AGM: Members are requested to communicate their assent/ dissent on the agenda items of this AGM by show of hands / sending an email to [email protected] (“Designated email ID”) with cc to [email protected] and [email protected] through their registered e-mail ID at the time of meeting quoting their folio no./DP-ID Client ID, name of joint shareholders, if any, number of shares and scanned copy of self-attested PAN card. Corporate Members shall also send to the Company scanned copy of the relevant Board Resolution/ Authority letter etc. in PDF/JPG format with details and proofs of authorized signatory(ies) who shall attend and vote on their behalf.

In case Poll in demanded at the AGM: If during the VC / OAVM AGM, a poll on any matter proposed to be transacted at the AGM is required or demanded under section 109 and other applicable provisions of the Act read with rules framed thereunder the same shall be conducted in compliance with the said provisions of the Act and the said MCA circulars. Members shall cast their votes on resolutions on poll only through their email address registered with the Company by sending e-mail to [email protected] (“Designated email ID”) with cc to [email protected] and [email protected] ID quoting their DP-ID Client ID, name of joint shareholders, if any, number of shares and scanned copy of self-attested PAN card. Corporate Members shall also send to the Company scanned copy of the relevant Board Resolution/Authority letter etc. in PDF/JPG format with details and proofs of authorized signatory(ies) who shall vote on their behalf.

Page 9 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

9. Unpaid and Unclaimed Dividend of previous years: The Company has not declared dividend since incorporation, hence the provisions relating to Investor Education and Protection Fund (“IEPF”) is not applicable to your Company.

10.Quorum: Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

11.Route Map: Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

12.Registrar and Share Transfer Agent: The Company’s Registrar and Transfer Agents for its share registry work (Electronic) are KFin Technologies Private Limited having its office at KFintech, Tower – B, Plot No 31 & 32, Selenium Building, Financial District, Nanakramguda, Gachibowli, Hyderabad – 500 032, Telangana, India. Tel No. 91-40-67162222, e-mail: [email protected]. The Company’s website can be visited at http://www.mahindrasusten.com

13.Request for updating contact and other details: Members are requested to update their change in contact details including email address and Bank details, if any.

14.Corporate Representations: Corporate members intending to attend the meeting through their authorized representatives are requested to email to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

15.Inspection of Relevant Documents/Registers: For inspection of the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act, Register of Members under section 171 or other documents as referred in this Notice, the

Page 10 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

members may send their request on the designated email ID any time before and during the meeting.

16.Transcript of AGM: The recorded transcript of the AGM shall also be made available on the website of the Company, at http://www.mahindrasusten.com.

By Order of the Board of Directors For Mahindra Susten Private Limited Registered Office: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400018

Sd/- CIN: U74990MH2010PTC207854 Tel no. – (022) 2493 1441, Fax No. (022) Mandar Joshi 2497 5081 Company Secretary (ACS : 21351) [email protected] Place: Mumbai Date: August 19, 2020

ADDITIONAL INFORMATION WITH RESPECT TO ITEM NO. 2

Mr. Chandrasekar Kandasamy, Director (DIN: 01084215) on the Board of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment. The following additional information is provided in respect of Mr. Chandrasekar Kandasamy:

Name Mr. Chandrasekar Kandasamy (DIN: 01084215)

Age 66 years

Nationality Indian

Qualifications Master’s degree in Arts from University of Madras and a Certified Associate of the Indian Institute of Bankers

Page 11 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Experience Mr. K. Chandrasekar has an overall work experience of 23 years with Mahindra Group. He has over 39 years of work experience in Banking, Treasury, Corporate Finance Investor Relations. He previously worked for 18 years with State Bank of India. He was conferred with CFO India award for Treasury and Finance practice & Risk management in 2012, 2013 & 2014. He is also a recipient of the Adam Smith Award for Best Financing Solution – Asia 2014 by Treasury Today.

Terms & conditions of appointment Appointed as a Non-Executive and Non- (along with details of remuneration Independent Director on the Board of Directors of sought to be paid and the the Company w.e.f. October 5, 2010. He is liable to remuneration last drawn by such retire by rotation as per the provisions of the person, if applicable) Companies Act, 2013.

Remuneration sought to be paid: Entitled to sitting fees and Commission w.e.f. October 01, 2020 Remuneration last drawn: NIL

Date of first appointment on the October 5, 2010 Board

Shareholding in the company NIL

Relationship with other Directors, Not related to any Director or Key Managerial Manager and other Key Managerial Personnel Personnel (KMPs) of the company Company has no Manager

The number of Meetings of the Board 4 attended during the year

Other Directorships, Membership/ Details of other Directorships – Chairmanship of Committees of 1. Goolestan Private Limited other Boards 2. Mahindra Holdings Limited 3. Mahindra Airways Ltd 4. Mahindra First Choice Services Ltd Details of other Memberships of Committees:

Page 12 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Member of Corporate Social Responsibility Committee of Mahindra Holdings Limited

All relevant documents as referred to in the Notice shall be available for inspection of members in electronic form on all working days during business hours, upto the date of the Meeting as well as during the AGM. The members may send their request on the email ID provided in the notice any time before and during the meeting.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 2 of the Notice for appointing Mr. Chandrasekar Kandasamy as Director of the Company, liable to retire by rotation.

Mr. Chandrasekar Kandasamy is interested in this Resolution as it pertains to his re-appointment as a Non-Executive Director of the Company. The relatives of Mr. Chandrasekar Kandasamy do not hold any shares in the Company.

Save and except for Mr. Chandrasekar Kandasamy, none of the other Directors, KMPs and/or their respective relatives are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 2 of the Notice. None of the Directors and KMPs of the Company are inter- se related to each other.

The Board recommends the Ordinary Resolution set out at Item No. 2 of the Notice for approval of the Members.

ADDITIONAL INFORMATION WITH RESPECT TO ITEM NO. 3

Appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company:

The Members are informed that they had at their 7th Annual General Meeting (“AGM”) held on July 27, 2017 appointed M/s. B. K. Khare & Co., Chartered Accountants (ICAI Firm Registration Number 105102W), as Statutory Auditors of the Company for a period of three years i.e. to hold office as the Auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the 10th AGM of the Company to be held in the year 2020.

Page 13 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Members are further informed that, M/s. B. K. Khare & Co. would complete its two terms as statutory auditors in the Company at the 10th AGM as mentioned in Section 139 of the Companies Act, 2013. Pursuant to Section 139(2) of the Companies Act, 2013, as the paid-up share capital of the Company is more than Rs. 10 crores, the auditor rotation provisions are applicable and Company is required to appoint another Statutory Audit Firm. In view of the above, the Finance and Accounts Audit Committee members and Board of Directors recommended the appointment of M/s. Deloitte Haskins & Sells LLP, (Firm Registration No. 117366W/W-100018) as the statutory auditors for the Company for first term of five consecutive years i.e. to hold office from the conclusion of 10th AGM till the conclusion of 15th AGM to be held in the year 2025 at a remuneration as may be decided by the shareholders of the Company. A written consent of the Auditor, confirming that the appointment, subject to the approval of the shareholders, would be in accordance with the conditions prescribed under the Act and a certificate received from them indicating that they satisfy the criteria provided in section 141 was received from them.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 3 of the Notice for appointing M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors of the Company.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolution.

The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

In conformity with the provisions of Section 102 of the Companies Act, 2013 and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, the following Explanatory Statement and annexure thereto setting out all material facts relating to the Special Businesses at Item Nos. from 4 to 8 and mentioned in the accompanying Notice, should be taken as forming part of this Notice.

Page 14 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

ITEM NO. 4

To appoint Ms. Nora Bhatia (DIN: 08593229) as Non-Executive (Non-Independent) Director of the Company:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (“the Act”) read with the applicable rules made thereunder, the Board of Directors of the Company (“Board”), had approved the appointment of Ms. Nora Bhatia (DIN: 08593229), as an Additional and Non- Executive (Non-Independent) Director on the Board of the Company with effect from October 22, 2019, liable to retire by rotation, subject to the approval of the Members of the Company. In accordance with the provisions of Section 161 of the Act read with the applicable rules made thereunder, Ms. Nora Bhatia being an Additional Director, holds office up to the date of the 10th Annual General Meeting (“AGM”) of the Company and is eligible to be appointed as a Non- Executive Director of the Company.

As on date of this Notice, Ms. Nora Bhatia does not hold directorship positions in more than twenty (20) companies (including ten (10) public limited companies).

The Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member signifying its intention to propose Ms. Nora Bhatia for the office of Director of the Company.

Ms. Nora Bhatia does not hold any equity shares of the Company as on date of this Notice.

Ms. Nora Bhatia does not have any material pecuniary relationships or transactions with the Company, its Subsidiaries, or Directors, which would have any potential conflict with the interests of the Company at large.

Declarations received from Ms. Nora Bhatia include the following:

1. Consent in form DIR-2 for being appointed as a Director pursuant to Section 152 of the Companies Act, 2013; 2. Confirmation of non-disqualification in form DIR-8 for being appointed as a Director pursuant to Section 164 of the Companies Act, 2013;

Page 15 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Board is of the view that the knowledge and experience of Ms. Nora Bhatia will be of immense benefit to the Company and therefore, recommends her appointment as the Director of the Company to the members.

Details of Ms. Nora Bhatia as required to be given as per Clause 1.2.5 of SS2 of General Meetings are given as under:

Name Ms. Nora Bhatia

Age 48 years

● MBA (HR); Qualification ● PG in IR; ● B.Com

No. of years of experience 22 years

Appointed as a Non-Executive and Non- Independent Director on the Board of Directors of the Company w.e.f. October 22, 2019. She is liable to retire by rotation as per the provisions of the Companies Act, 2013. Nature of Appointment

No sitting fees or commission to be paid Remuneration sought to be paid: NIL Remuneration last drawn: NIL

Tenure of Appointment Liable to retire by rotation

Remuneration NIL

Date of Appointment October 22, 2019

Shareholding NIL

Page 16 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Details of other Directorships – Other Directorships, Membership/ Chairmanship of Committees of Mahindra Renewables Private Limited other Boards

Details of other Memberships of Committees: NA

All relevant documents as referred to in the Notice and Explanatory Statement shall be available for inspection of members in electronic form on all working days during business hours, upto the date of the Meeting as well as during the AGM. The members may send their request on the email ID provided in the notice any time before and during the meeting.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for appointing Ms. Nora Bhatia as Director of the Company, liable to retire by rotation.

Ms. Nora Bhatia is interested in this Resolution as it pertains to her appointment as a Non- Executive Director of the Company. The relatives of Ms. Nora Bhatia do not hold any shares in the Company.

Save and except for Ms. Nora Bhatia, none of the other Directors, KMPs and/or their respective relatives are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 4 of the Notice. None of the Directors and KMPs of the Company are inter-se related to each other.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members.

Page 17 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

ITEM NO. 5

To appoint Mr. Amit Raje (DIN: 06809197) as Non-Executive (Non-Independent) Director of the Company:

In accordance with the provisions of Section 161 of the Act read with the applicable rules made thereunder, Mr. Amit Raje being an Additional Director, holds office up to the date of the 10th Annual General Meeting (“AGM”) of the Company and is eligible to be appointed as a Non- Executive Director of the Company.

As on date of this Notice, Mr. Amit Raje does not hold directorship positions in more than twenty (20) companies (including ten (10) public limited companies).

The Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member signifying its intention to propose Mr. Amit Raje for the office of Director of the Company.

Mr. Amit Raje does not hold any equity shares of the Company as on date of this Notice. Mr. Amit Raje does not have any material pecuniary relationships or transactions with the Company, its Subsidiaries, or Directors, which would have any potential conflict with the interests of the Company at large.

Declarations received from Mr. Amit Raje include the following: 1. Consent in form DIR-2 for being appointed as a Director pursuant to Section 152 of the Companies Act, 2013; 2. Confirmation of non-disqualification in form DIR-8 for being appointed as a Director pursuant to Section 164 of the Companies Act, 2013;

Page 18 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Board is of the view that the knowledge and experience of Mr. Amit Raje will be of immense benefit to the Company and therefore, recommends his appointment as the Director of the Company to the members. Details of Mr. Amit Raje as required to be given as per Clause 1.2.5 of SS2 of General Meetings are given as under:

Name Mr. Amit Raje

Age 47 years

Postgraduate from Mumbai University and an MBA Qualification with a specialisation in Finance & Private Equity, from the London Business School.

Amit Raje is currently Executive Vice President – Partnerships & Alliances and is responsible for leading M&A and Investor Relations at the Mahindra Group. Prior to joining Mahindra Group, Amit was the Managing Director in the Principal Investing Area of Goldman Sachs. He was a Nominee Director of Experience Goldman Sachs on the Boards of Noveltech Feeds Ltd, Good Host Spaces Ltd and Global Consumer Products Private Ltd. Amit has cumulative experience of over 20 years in Corporate Finance, Mergers & Acquisitions and Private Equity. Prior to Goldman Sachs, he worked with Kotak Investment Advisors Ltd, the alternate asset arm of Kotak Mahindra Bank, and Deloitte & Co in the Transaction Advisory Services.

Appointed as a Non-Executive and Non- Independent Director on the Board of Directors of the Company w.e.f. August 19, 2020. He is liable to retire by rotation as per the provisions of the Nature of Appointment Companies Act, 2013.

No sitting fees or commission to be paid

Page 19 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Remuneration sought to be paid: NIL Remuneration last drawn: NIL

Tenure of Appointment Liable to retire by rotation

Remuneration NIL

Date of Appointment August 19, 2020

Shareholding NIL

Relationship with other Directors, Not related to any Director or Key Managerial Manager and other Key Managerial Personnel Personnel (KMPs) of the company Company has no Manager No of meetings attended (since 0 appointment) Other Directorships, Membership/ Chairmanship of Committees of Details of other Directorships: NIL other Boards Details of other Memberships of Committees: NIL

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for appointing Mr. Amit Raje as Director of the Company, liable to retire by rotation.

Mr. Amit Raje is interested in this Resolution as it pertains to his appointment as a Non-Executive Director of the Company. The relatives of Mr. Amit Raje do not hold any shares in the Company.

Save and except for Mr. Amit Raje, none of the other Directors, KMPs and/or their respective relatives are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 5 of the Notice. None of the Directors and KMPs of the Company are inter-se related to each other.

Page 20 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of the Members.

ITEM NO. 6

To appoint Mr. Basant Jain as the Managing Director and re-designation as ‘Managing Director & CEO’ of the Company:

The Board of Directors of the Company (“Board”), at their meeting held on March 28, 2014, had appointed Mr. Basant Jain as the Chief Executive Officer (“CEO”) and Key Managerial Personnel (“KMP”) of the Company with effect from March 31, 2014 in terms of Section 203 of the Companies Act, 2013 (“Act”) (including any statutory modifications or re-enactment thereof for the time being in force).

Thereafter, the Board of the Company, basis the approval of the Finance and Accounts Audit Committee with respect to related party transaction, at its meeting held on May 4, 2020, (further partially modified on August 19, 2020 ) considering his background, experience, proficiency and contributions to the Company, and approved appointment of Mr. Basant Jain:

- As an Additional Director on the Board of the Company, with effect from May 4, 2020 to hold office up to the date of the next Annual General Meeting (“AGM”) of the Company or the last date on which the AGM should have been held, whichever is earlier;

- As Managing Director and re-designated him as Managing Director & CEO of the Company for a period of 5 (five) years commencing from May 4, 2020 to May 3, 2025 (both days inclusive), liable to retire by rotation, and approved his terms and conditions of appointment and his remuneration. As per Section 161(1) of the Act and the Articles of Association of the Company, Mr. Basant Jain being an Additional Director, holds office up to the ensuing AGM of the Company and is eligible to be re-appointed as a Director of the Company.

Mr. Basant Jain is not disqualified from being appointed as Director in terms of Section 164 of the Act read with applicable rules made thereunder and has given his consent to act as a Director of

Page 21 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010 the Company. Mr. Basant Jain is not debarred from holding the office of a Director by virtue of any order of any authority.

As on date of this Notice, Mr. Basant Jain does not hold directorship positions in more than twenty (20) companies (including ten (10) public limited companies). The Company has received a notice in writing from a Member of the Company under Section 160(1) of the Act proposing his candidature for the office of a Director of the Company.

Mr. Basant Jain does not hold any equity shares of the Company as on date of this Notice and is not inter-se related to any Director or Key Managerial Personnel (“KMP”) of the Company.

Brief Profile of Mr. Basant Jain

Basant Jain heads Mahindra Susten Private Limited (erstwhile Mahindra EPC Services Private Limited), the 'Cleantech' arm of the Mahindra group. He has a Bachelor’s Degree in Engineering (Electronics) from Madhav Institute of Technology & Science, Gwalior along with a Post- Graduate Diploma in Business Administration from ICFAI. He has over 22 years of experience at the Aditya Birla Group, Raymond, Vedanta, GVK and the Mahindra Group among others.

Mr. Jain joined the Mahindra group in 2005 in their Infrastructure Sector as Deputy General Manager, Special Projects and later became Vice President – Business Development at Mahindra Lifespaces Developers Ltd.

Since 2012, Mr. Jain has been the CEO of Mahindra Susten, a leading player in the Indian solar energy sector, with over 2.2 GWp commissioned to date and over 1.5 MWp under execution. Mahindra Susten's services span across Domestic & International turnkey EPC services - both Utility Scale Solar and Rooftop Solar, Solar Hybrid Solutions, Solar Products, Solar Water Pump, Solar PV O&M and Analytics, Engineering Services and Energy Management Services.

In addition, under Mr. Jain’s leadership Mahindra Susten has built a portfolio of 1.5 GWp of solar assets till date, with a target of 2GWp solar assets by 2022. Basant Jain leads a team of more than 1300, who are driven by and committed to providing state-of-the-art solutions in sustainable infrastructure and renewable energy.

Page 22 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The key terms and conditions of appointment and remuneration of Mr. Basant Jain as the Managing Director & CEO of the Company are as follows: A. Tenure of appointment: The appointment of Mr. Basant Jain as Managing Director & CEO of the Company shall be for a period of 5 (five) years with effect from May 4, 2020 to May 3, 2025 (both days inclusive). Mr. Basant Jain shall, while he continues to hold office of the Managing Director & CEO of the Company, be subject to retirement by rotation and he shall be reckoned as a Director for the purpose of determining the Directors liable to retire by rotation and such retirement and re- appointment shall, unless he is not re-appointed as a Director, not constitute a break in his engagement as Managing Director & CEO during the tenure of his term.

Mr. Basant Jain will also continue in his capacity as KMP of the Company as per the provisions of Sections 2(51) and 203 of the Act and the Rules framed thereunder.

B. REMUNERATION i. Salary and Perquisites: As stated in Resolution at agenda Item No. 6 of this AGM Notice. The said remuneration to Mr. Basant Jain may be paid by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other, and shall be subject to the usual, required withholdings.

ii. Commission: Mr. Basant Jain shall not be entitled to receive any Commission on Net Profits.

C. Termination: Applicable as per Company’s policy

D. Severance pay: Not applicable Pursuant to sections 196, 197, 198 and all other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule V of the Act, the appointment of and remuneration payable to Mr. Basant Jain is being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution.

Page 23 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The following additional information as required by Schedule V to the Act is given below:

I. General information:

1. Nature of industry Engineering, Procurement and Construction

2. Date or expected date of The Company was incorporated on September 19, commencement of commercial 2010 and the commercial production commenced in production May 2011

3. In case of new companies, Not Applicable expected date of commencement (The Company is an existing company) of activities as per project approved by financial institutions appearing in the prospectus

4. Financial performance based on Particulars Rs.(in given indicators as per audited crores) financial results for the year Gross Turnover & Other income 2,163.80 ended Net profit as per Statement of 41.83 31 March 2020 Profit & Loss (After Tax)

Computation of Net Profit in 64.52 accordance with section 198 of the Act

Net Worth 988.91

5. Foreign investments or Yes collaborations, if any. II. Information about the appointee:

1. Background details Refer Profile Section as stated above

2. Past remuneration – (during the During his association with the Company, Mr. financial year ended 31 March Basant Jain was paid a remuneration of Rs. 2020) 1,40,53,214/- for the period FY 2019-20. (exclude Performance Pay and Retirals)

Page 24 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Additionally, he is also entitled for Performance Pay of upto Rs. 54,33,750/- (PP) which will be paid in FY 2020-21.

3. Recognition or Awards Mr. Basant Jain has held senior leadership positions across companies viz; Aditya Birla Group, Raymond, Vedanta, GVK and the Mahindra Group among others. Under his leadership Mahindra Susten has built a portfolio of 1.5 GWp of solar assets till date, with a target of 2GWp solar assets by 2022. He leads a team of more than 1300, who are driven by and committed to providing state-of-the-art solutions in sustainable infrastructure and renewable energy.

4. Job profile and his suitability As part of the Company’s succession planning process, Mr. Basant Jain was appointed as the Chief Executive Officer (“CEO”) and Key Managerial Personnel (“KMP”) of the Company with effect from March 31, 2014, and the Board has approved his appointment & re-designation as Managing Director & CEO effective May 4, 2020. Experience: As per brief profile mentioned above. Considering Mr. Basant Jain’s track record and performance as CEO of the Company, the Board appointed him as the Managing Director & CEO of the Company for a term of five years effective May 4, 2020 to May 3, 2025 (both days inclusive). Taking into consideration his qualifications, skill matrix and expertise in relevant fields, the Managing Director is best suited for the responsibilities currently assigned to him.

5. Remuneration proposed Salary of Rs. 10,08,000/- (inclusive of monthly Basic Salary of Rs. 3,16,298/-, Conveyance Allowance and Flexi pay) per month in the scale of Rs. 10,00,000/- per month upto Rs. 18,00,000/- per month. Perquisites and Stock Options as stated in detail in the resolution and the explanatory statement.

Page 25 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The actual perquisite value of the stock options would depend on the actual number of options vested and exercised and the market price of the equity shares of the Company on the date of exercise of the options granted. Mr. Basant Jain didn’t draw any perquisites as such during FY 2019-20. It is proposed to authorize the Board (or any Committee thereof) to decide the annual remuneration (including the remuneration for current year) payable to Mr. Basant Jain, Managing Director & CEO for his term of appointment and make any modifications thereof, within the abovementioned overscale of remuneration.

The annual increment in his Salary would be determined basis annual Performance appraisal, as applicable to other senior executives and employees of the Company.

6. Comparative remuneration Taking into consideration the size, performance and profile with respect to industry, complexity of the business of the Company, the size of the company, profile of the profile of Mr. Basant Jain, his past background and position and person (in case of remuneration, the responsibilities shouldered by expatriates the relevant details him and the industry benchmarks, the remuneration would be with respect to the proposed to be paid is commensurate with the country of his origin) remuneration packages paid to similar senior level counterpart(s) in other companies with similar responsibilities.

7. Pecuniary relationship directly or Besides the remuneration proposed to be paid to indirectly with the company, or him, Mr. Basant Jain does not have any other relationship with the managerial pecuniary relationship with the Company or personnel, if any. relationship with the managerial personnel.

He or his immediate relative(s) do not hold any equity shares in the Company as on date and are not related inter se to any other Director and/or the

Page 26 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

Chairman or any other Key Managerial Personnel of the Company.

III. Other information:

1. Reasons of loss or inadequate Not applicable, as the Company has posted a net profits profit after tax of Rs. 41.83 crores during the year ended 31 March 2020. The Company is passing a Special Resolution pursuant to the proviso to the sub-section (1) of Section 197 of the Act, in case the profitability of the Company may be adversely impacted in future due to business environment during the period for which remuneration is payable to Mr. Basant Jain i.e. till May 4, 2025.

2. Steps taken or proposed to be Not applicable as the Company has adequate profits taken for improvement

3. Expected increase in productivity and profits in measurable terms

Mr. Basant Jain satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for appointment.

The other details of Mr. Basant Jain as required to be given as per Clause 1.2.5 of SS2 of General Meetings are given as under:

Name Mr. Basant Jain

Age 46 years

● Bachelor’s Degree in Engineering (Electronics) Qualification ● PGDBA from ICFAI

No. of years of experience 22 Years

Appointed as Managing Director and re-designated as Nature of Appointment Chief Executive Officer of the Company w.e.f. May 4, 2020.

Page 27 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

For 5 years from May 4, 2020 to May 3, 2025. Tenure of Appointment Liable to retire by rotation

Shareholding NIL

Relationship with other Not related to any Director or Key Managerial Directors, Manager and other Key Personnel Managerial Personnel (KMPs) of Company has no Manager the company No of meetings attended (since NA appointment) Details of other Directorships – 1. Mahindra Renewables Private Limited 2. Brightsolar Renewable Energy Private Limited 3. Neo Solren Private Limited 4. Astra Solren Private Limited 5. Marvel Solren Private Limited Other Directorships, 6. Mega Suryaurja Private Limited (Formerly known Membership/ Chairmanship of as ‘Mahindra Suryaurja Private Limited’) Committees of other Boards 7. Mahindra Teqo Private Limited (Formerly known as ‘MachinePulse Tech Private Limited’)

Details of other Memberships of Committees: 1. Member of Corporate Social Responsibility (‘CSR’) Committee of Neo Solren Private Limited 2. Member of CSR Committee of Astra Solren Private Limited

The Company has not defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditors. The related party transaction relating to appointment of CEO as Managing Director & CEO, is in ordinary course of business and on arms’ length basis.

All relevant documents as referred to in the Notice and Explanatory Statement shall be available for inspection of members in electronic form on all working days during business hours, upto the

Page 28 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010 commencement of the Meeting as well as during the AGM. The members may send their request on the email ID provided in the notice any time before and during the meeting. The Board of Directors is of the opinion that Mr. Basant Jain’s vast knowledge and varied experience will be of immense value to the Company and he would play a significant role in growth of the Company and be instrumental in long term value creation for shareholders. The Board recommends passing of the Special Resolution for appointment of Mr. Basant Jain as Managing Director & CEO of the Company as set out at Item No. 6 of the accompanying Notice for approval by the Members of the Company.

Accordingly, consent of the Members is sought for passing a Special Resolution as set out at Item No. 6 of the Notice for appointing Mr. Basant Jain as Managing Director and re-designated as ‘MD & CEO” of the Company, liable to retire by rotation.

Mr. Basant Jain is interested in this Resolution as it pertains to his appointment as a Non- Executive Director of the Company. The relatives of Mr. Basant Jain do not hold any shares in the Company.

Save and except for Mr. Basant Jain, none of the other Directors, KMP and their respective relatives are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 6 of the Notice. None of the Directors and KMP of the Company are inter-se related to each other.

The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the Members.

ITEM NO. 7

To ratify remuneration payable to Cost Auditors:

Pursuant to the requirement of Section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 (“the Rules”), the Company is required to get its cost accounts audited.

Page 29 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Company is into generation, transmission, distribution and supply of electricity regulated by the relevant regulatory body or authority under the Electricity Act, 2003 (36 of 2003), other than for captive generation (referred to in the Electricity Rules, 2005). In view of the above, the Board of Directors, had at its meeting held on May 4, 2020, re-appointed M/s. Shilpa & Co., Cost Accountants (Firm Registration Number – 100558) as the Cost Auditors of the Company to conduct audit of the Cost Accounts / records for the financial year ending March 31, 2021 at a remuneration of Rs. 2,20,000 (Rupees Two Lakhs Twenty Thousand only) (excluding all applicable taxes and out of pocket expenses), subject to ratification by the members of the Company. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. All relevant documents as referred to in the Notice and Explanatory Statement shall be available for inspection of members in electronic form on all working days during business hours, upto the date of the Meeting as well as during the AGM. The members may send their request on the email ID provided in the notice any time before and during the meeting.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 7 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2021.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the aforesaid Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval of the Members.

ITEM NO. 8 To approve payment of commission to Mr. Chandrasekar Kandasamy, Director of the Company: The Members may note that, it is proposed to pass a Special Resolution to make payment of commission to Mr. Chandrasekar Kandasamy (DIN: 01084215) (Non-Executive & Non- Independent Director), such that the commission may exceed the maximum limit of one per cent or three per cent of the net profits of the Company as per the provisions of the Companies Act, 2013, as the case may be, subject to the maximum amount of commission not exceeding Rs. 5,00,000/- (Rupees Five Lakhs Only) per annum.

Page 30 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The commission would be in addition to the sitting fees payable to him for attending meetings of the Board of Directors or Committee of Directors and travelling expenses. The Board at its meeting held on July 17, 2020, basis the approval of the Finance and Accounts Audit Committee with respect to related party transaction, have considered and approved the aforesaid amount of commission to Mr. Chandrasekar Kandasamy effective from October 1, 2020, subject to approval of the Members. Accordingly, the Board recommends the said proposal to the Members for their approval. The following additional information is provided in respect of Mr. Chandrasekar Kandasamy (DIN: 01084215) is provided in Item 2 above. All relevant documents as referred to in the Notice and Explanatory Statement shall be available for inspection of members in electronic form on all working days during business hours, upto the date of the Meeting as well as during the AGM. The members may send their request on the email ID provided in the notice any time before and during the meeting. Accordingly, consent of the Members is sought for passing a Special Resolution as set out at Item No. 8 of the Notice for payment of commission to Mr. Chandrasekar Kandasamy.

Mr. Chandrasekar Kandasamy is interested in this Resolution as it pertains to payment of commission. The relatives of Mr. Chandrasekar Kandasamy do not hold any shares in the Company. Save and except for Mr. Chandrasekar Kandasamy, none of the other Directors, KMPs and/or their respective relatives are concerned or interested, financially or otherwise, in the Resolution mentioned at Item No. 8 of the Notice. None of the Directors and KMPs of the Company are inter- se related to each other.

Page 31 of 32 MAHINDRA SUSTEN PRIVATE LIMITED Reg. off.: Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018 Tel. No. (022) 2493 1441, Fax No. (022) 2497 5081, Website: www.mahindrasusten.com E-mail: [email protected] CIN: U74990MH2010PTC207854 ISIN - INE224X01010

The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval of the Members.

By Order of the Board of Directors For Mahindra Susten Private Limited Registered Office: Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai – 400018

Sd/- CIN: U74990MH2010PTC207854 Mandar Joshi Tel. No. (022) 2493 1441, Fax No. (022) Company Secretary (ACS : 21351) 2497 5081 [email protected] Place: Mumbai Date: August 19, 2020

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