WÄRTSILÄ INDIA PRIVATE LIMITED [CIN:U99999MH1986PTC062170] Registered Office: SEAWOODS GRAND CENTRAL, 10THFLOOR, TOWER 1, SECTOR 40, SEAWOODS RAILWAY STATION, NERUL NODE, NAVIMUMBAI 400706. NOTICE Notice is hereby given that the 35th Annual General Meeting of the Members of Wärtsilä India Private Limited (‘’the Company’’) will be held on Wednesday,30 June 2021 at 11:00 A.m. at the Registered Office of the Company at Seawoods Grand Central, 10th floor, Tower 1, Sector 40, Seawoods Railway Station, Nerul Node, Navi Mumbai 400706. to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended December 31, 2020 together with the Board’s Report and the Auditors’ Report thereon. 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended December31, 2020 together with the Auditors’ Report thereon. 3. To confirm the Interim Dividends already paid during the Financial Year i.e.1st Interim Dividend @ 490% (Rs.49 per share) declared on 8 June 2020 and 2nd Interim Dividend @ 88.3% (Rs 8.83 per share) declared on September 28 2020. 4. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution: Confirmation of Appointment of Auditors: “RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby confirms the appointment of M/s. M/s. Choksey Bhargava & Co., LLP (FRN – 000059N/ N500010) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 36th AGM of the Company to be held in the year 2022, to examine and audit the accounts of the Company for the Financial Year up to and including 2021-22 on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.” Special Business: 5. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution: Appointment of Mr. Ramachandran Venkatesh as Director of the Company: “RESOLVED THAT Mr. Ramachandran Venkatesh (DIN - 09128966), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.” Appointment of Mr. Pranesh Ramakrishnan as Director of the Company “RESOLVED THAT Mr. Pranesh Ramakrishnan (DIN - 09131677), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.” Appointment of Mr. Hendrikus GerardusVan Boxtel as Director of the Company: “RESOLVED THAT Mr. Hendrikus Gerardus Van Boxtel (DIN - 06974529), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.” Appointment of Mr. Antti Petteri Saares as Director of the Company: “RESOLVED THAT Mr. Antti Petteri Saares (DIN - 08912201), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.” 6. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution: Ratification of Remuneration of Cost Auditors: “RESOLVED THAT: a. pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof), the remuneration of Rs. 2,40,000/- (Rupees Two Lakh Forty Thousand Only) (including therein the XBRL conversion fees amounting to Rs 15000/- only)) plus out of pocket expenses payable to M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration Number No. 00294), the Cost Auditor appointed by the Board of Directors of the Company to conduct the audit of the cost accounts of the Company for the financial year ending 31 December 2021 be and is hereby ratified and confirmed. b. The Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Notes: 1. A Member entitled to attend and vote at the meeting is entitled to appoint proxy and such proxy need not be a Member of the Company. Proxies, in order to be valid, must be received at the Registered Office of the Company not less than 48 hours before the meeting. 2. To facilitate registration an attendance slip is enclosed. 3. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘’the Act’’) in respect of the Special Business set out above is annexed hereto. 4. At the Thirty First Annual General Meeting of the Company, the Members had approved appointment of M/s. Choksey Bhargava & Co., LLP (FRN – 000059N/ N500010) as statutory auditors of the Company, for a term of 5 (five) consecutive years till the conclusion of the Thirty Sixth Annual General Meeting of the Company, subject to ratification of their appointment by Members at every Annual General Meeting. Further, pursuant to the notification of certain sections of the Companies (Amendment) Act, 2017, with effect from May 7, 2018, the requirement of annual ratification of the Statutory Auditors by the members is no longer required. However, as a matter of abundant precaution, the confirmation by the members is being sought this year at Item No. 4 of the Notice. By Order of the Board, S SRINIVAS Navi Mumbai, COMPANY SECRETARY 29 June 2021 A 14649 EXPLANATORY STATEMENT Pursuant to Section 102 of the Companies Act, 2013, the following Statement sets out all the material facts relating to each item of the Special Business mentioned in the accompanying Notice and should be taken as forming part of the said Notice. Item No. 5 Mr. Ramachandran Mr Pranesh Name Venkatesh Ramakrishnan Director Identification 09131677 Number 09128966 04 May 1970 25 May 1975 Date of Birth 46 Years Age 51 years He is presently He is presently designated as designated as Director Energy Regional HR Director Experience Business WIN. Middle East /Asia/Africa/Australia. HR Local Middle East South Asia /Africa Terms and Conditions of Executive Director Executive Director Appointment Details of Remuneration Nil Nil Date of first appointment on the Board 01April2021 07 April 2021 Shareholding in the Nil Nil Company Relationship with other Directors, Manager and Nil Nil Key Managerial Personnel Number of Board Meetings 1 (one) – 16 April 1 (one) – 16 April 2021 attended 2021 Directorship in other Nil Nil companies Membership/ Chairmanship of Nil Committees of other Nil Boards Mr. Hendrikus Mr Antti Petteri Name Gerardus Van Boxtel Saares Director Identification 08912201 Number 06974529 16 February 1959 14 July 1976 Date of Birth 44 years Age 62 years He is presently He is presently designated as Energy designated as Sales Business Director Director -Sales Experience South Asia. Region 5 Middle East India SEA and Australia Terms and Conditions of Non-Executive Non-Executive Appointment Director Director Details of Remuneration Nil Nil Date of first appointment on the Board 28 October 2020 23 October 2020 Shareholding in the Nil Nil Company Relationship with other Directors, Manager and Nil Nil Key Managerial Personnel 3 (Three) – 28 October 3 (Three) – 28 October Number of Board Meetings 2020, 22 December 2020 22 December attended 2020,16 April 2021 2020 16 April 2021 Directorship in other Nil Nil companies Membership/ Chairmanship of Nil Committees of other Boards Nil The Board of Directors, vide Circular Resolutions dated 1 April 2021,7 April 2021 , 23 October 2020 and 28 October 2020 have appointed Mr. Ramachandran Venkatesh, Mr Pranesh Ramakrishnan, Mr Antti Petteri Saares and Mr Hendrikus Gerardus Van Boxtel as additional directors of the company to hold office till the conclusion of the 35th Annual General Meeting of the Company. Pursuant to the provisions of Section 161 of the Companies Act, they are eligible to seek re-appointment at the said Annual General Meeting. The Board recommends approval of the Resolutions at Item No 4& 5 of this Notice. Mr. Venkatesh Ramachandran, Mr Pranesh Ramakrishnan, Mr Petteri Saares and Mr Henri Van Boxtel may be deemed to be interested in Resolution No 5, as it pertains to their respective appointments. No other Director or the Key Managerial Personnel or their relatives are in any way concerned or interested, whether financially or otherwise, in these items. Item No. 6. The Board has, at its Meeting held on 16 April 2021, approved the appointment of M/s. Kishore Bhatia & Associates (Firm Registration No. 00294) as cost auditors of the Company at a remuneration of Rs. 2,40,000/- (Rupees Two Lakh and Five Thousand Only) (including therein the XBRL conversion fees of Rs 15000/- only) plus out of pocket expenses for the Financial Year ending 31 December 2021. In accordance with the provisions of Section 148 of the Companies Act, 2013 (Act), read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company.