Dear Members,

Your Directors have the pleasure of presenting the Company's 19^th (Nineteenth) Board's Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

OVERVIEW OF FINANCIAL PERFORMANCE:

(Amount in H Lakhs)

Consolidated Performance

During the financial year 2025-2026, the Company has delivered strong growth in revenue from operations of H5,04,987.73 lakhs as compared to H2,33,561.34 lakhs in the previous financial year, registered a growth of 116.21% on a year-on-year basis. The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) for current year is H1,73,437.47 lakhs as compared to H72,193.80 lakhs in the previous financial year, registered a growth of 140.24% on a year-on-year basis. Further, Profit Before Tax (PBT) is H1,33,759.53 lakhs as compared to H48,282.03 lakhs in the previous financial year and Profit After Tax (PAT) is H1,08,155.15 lakhs as compared to H36,901.44 lakhs in the previous financial year, registered a growth of 177.04% and 193.09% respectively on a year-on-year basis.

During the year under report, the Company through its wholly owned subsidiary- Emmvee Energy Private Limited, successfully commissioned module manufacturing facilities with an installed capacity of 5.01 GW at its factory premises located at Unit-5 and Unit-6, Kadaranaga Village, Sulibele Hobli, Hoskote Taluk, Bengaluru Rural, Hosakote, Bengaluru, Rural - 562129. With these additions, the Company's total module manufacturing capacity (including the Indian subsidiary) as on March 31, 2026 stood at 10.3 GW. Further, the Company through its wholly owned subsidiary- Emmvee Energy Private Limited, has a cell manufacturing capacity of 2.94 GW as on March 31, 2026. The management is confident that commissioning of these new capacities has enhanced the manufacturing capability and will enable the Company in driving long term growth.

Standalone Performance

During the financial year 2025-26, the Company reported revenue from operations of H 1,07,455.87 lakhs as compared to H 1,76,348.12 lakhs in the previous financial year representing a decrease of 39.07% on a year-on-year basis. The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) for the current year were H13,013.60 lakhs. Further, the Company recorded a Profit Before Tax (PBT) of H21,190.50 lakhs and a Profit After Tax (PAT) of H 15,574.87.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

Emmvee Energy Private Limited (EEPL), the Company's wholly owned subsidiary, delivered robust growth during the Financial Year 2025-26, driven by commissioning of new manufacturing capacities and scale-up of operations. EEPL recorded a substantial increase in EBITDA, PBT and PAT during the year, reflecting improved operational efficiency and higher production volumes. While EBITDA margins moderated marginally due to capacity ramp-up, overall profitability improved on account of better cost absorption and operational leverage. The overseas subsidiaries, Emmvee Energy GmbH (Germany) and Emmvee Energy Inc. (USA), continued to support the Company's global presence and business development initiatives.

DIVIDEND:

The Board of Directors has recommended a final dividend of H 1/- per equity share of face value of H2/- each for the financial year ended March 31, 2026, which is subject to approval of the members at the ensuing Annual General Meeting of the Company.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Dividend Distribution Policy is available on the Company's website and can be accessed at Link

TRANSFER TO RESERVES:

As per the standalone financials, the net movement in the reserves of the Company for Financial Year 2025-26 and for Financial Year 2024-25 is as follows:

Material Events And Developments During The Financial Year Under Review

Your Directors are pleased to inform that during the year under report, the Company successfully completed its Initial Public Offer ("IPO" ), comprising a fresh issue of equity shares aggregating to H 2,14,386.20 Lakhs and an offer for sale of H 75,613.80 Lakhs by the Promoter Selling Shareholders (collectively, the "Offer"). Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from November 18, 2025. The successful completion of the IPO and listing of equity shares mark a significant milestone in the Company's journey, reinforcing its growth ambitions and strengthening its capital base besides enhancing the Company's visibility, governance standards, and access to capital markets.

Your Directors place on record their sincere appreciation to all stakeholders, including investors, shareholders, merchant bankers, legal advisors, and other intermediaries & partners, for their invaluable support and contribution towards the successful completion of the IPO. The Board also places on record its gratitude to the Securities and Exchange Board of India, the Registrar of Companies, and the Stock Exchanges for their guidance and support throughout the process.

The Company looks forward to the continued patronage of its shareholders and remains grateful for their ongoing trust and faith in the Company and its management.

Further, the Company has appointed a monitoring agency as required under SEBI Listing Regulations. The monitoring agency issues report on the utilisation of IPO proceeds which are submitted to the Stock Exchanges on a quarterly basis and no deviations or variations have been observed in utilisation of the IPO proceeds.

ACCOUNTS OF SUBSIDIARIES:

The consolidated financial statements of the Company for the financial year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("Act") including Indian Accounting Standards specified under Section 133 of the Act.

The financial statements of each of the subsidiary companies are available on the website of the Company and can be accessed at https://www.emmveepv.com/investors

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries as required in Form AOC 1 is appended as "Annexure-I" to this Report.

SECRETARIAL AUDITORS AND THE AUDIT REPORT:

Ms. CS Kalaivani S, Practicing Company Secretary (M. No.: 57112, C.P. No.: 22158), has been appointed as the secretarial auditor for a period of five years i.e., from the conclusion of the 18^th AGM till the conclusion of the 23^rd AGM of the Company to be held in the year 2030. The secretarial auditor has conducted the audit of the Company for the financial year 2025-26.

Further, Ms. Kalaivani S, Practicing Company Secretary (M. No. 57112; C.P. No. 22158), has been appointed as the Secretarial Auditor of the material subsidiary, Emmvee Energy Private Limited. She has conducted the secretarial audit of the said material subsidiary for the financial year 2025-26.

The secretarial audit reports of the Company as well as the material subsidiary in form MR-3 are appended as "Annexure-II" to this report. The Reports do not contain any qualification, reservation or adverse remark.

MATERIAL SUBSIDIARY:

The Board of Directors of the Company has adopted a policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy is available on the Company's website at Link.

During the financial year 2025-26, Emmvee Energy Private Limited has been categorized as a material subsidiary of the Company as per the thresholds laid down under the SEBI Listing Regulations.

The details of the material subsidiary and other subsidiaries are given in the Corporate Governance Report enclosed to this report as "Annexure-III".

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 18 times during the financial year. Further, the gap between two consecutive Board meetings during the year under report did not exceed 120 days. Requisite quorum was present for all the meetings.

The details of attendance of the directors in the meetings of the Board of Directors are provided in the Corporate Governance Report, which is annexed to this Annual Report as

"Annexure-III".

COMMITTEES OF THE BOARD:

The Board has constituted various committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. As on March 31, 2026, the Company has the following Committees:

a. Audit Committee,

b. Nomination and Remuneration Committee,

c. Stakeholders Relationship Committee,

d. Risk Management Committee,

e. Corporate Social Responsibility Committee

f. Finance Committee

g. Independent Directors Committee

h. Initial Public Offer Committee (Dissolved on March 18, 2026)

Details of meetings of the committees held during the financial year 2025-26, along with attendance of the Directors/Committee Members, are provided in the Corporate Governance Report which is annexed to this Annual Report as "Annexure-III".

PARTICULARS OF EMPLOYEES:

The details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Board's Report as "Annexure-IV". Further, a statement containing particulars of employees as required under section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Board's Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to investorrelations@emmvee.in.

CORPORATE SOCIAL RESPONSIBILITY:

Emmvee's CSR initiatives help address socio-economic challenges in the realms of education, environmental sustainability, healthcare and sanitation, community development and other eligible activities under Schedule VII of the Act. The disclosures as required under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 along with committee constitution details are appended as "Annexure-V" to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2025-26, all the transactions with related parties were entered into at an arm's length basis and in the ordinary course of business. As required under Section 188(1) of the Act, disclosure in Form AOC-2 is appended as "Annexure-VI" to this Report.

The Company's policy on dealing with related parties is available on the Company's website and can be accessed at Link .

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER CLAUSE 5A OF PARAGRAPH A OF PART A OF SCHEDULE III OF LISTING REGULATIONS: NIL

CODE OF CONDUCT:

As required under the Listing Regulations, the Company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management Personnel. The code of conduct was approved by the Board of Directors of the Company and the same has been hosted on the Company's website https://www.emmveepv.com/investors. All the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct, as on March 31, 2026. A certificate to that effect is annexed as "Annexure-VII".

EMPLOYEE STOCK OPTION SCHEME:

During the year under report, an employee stock option scheme viz., Emmvee Photovoltaic Power Limited Employees Stock Option Scheme 2025 ["ESOS - 2025"] was approved and the scheme was formulated in accordance with the applicable provisions of the Companies Act, 2013, read with the Companies (Shares and Debentures) Rules, 2014 and is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB & SE) Regulations"]. The Scheme is available on the Company's website at: https://www.emmveepv.com/investors.

During the year under report, no stock options were granted by the Company under the aforesaid Scheme.

The secretarial auditor of your Company has provided a certificate stating that the ESOS-2025, has been implemented in accordance with the SEBI SBEB & SE Regulations. Further, the disclosure as required under the SEBI (SBEB & SE) Regulations for the financial year 2025-26 is provided in "Annexure-VIII" and the said certificate is provided in Annexure-IX.

CONVERSION OF THE COMPANY INTO A PUBLIC COMPANY:

During the year under report, the Company was converted from a private limited company into a public limited company w.e.f. May 7, 2025, pursuant to the applicable provisions of the Companies Act, 2013. Consequently, the name of the Company was changed from ‘Emmvee Photovoltaic Power Private Limited' to ‘Emmvee Photovoltaic Power Limited'.

SHIFTING OF REGISTERED OFFICE:

The Registered Office of the Company was shifted within the local limits of the city of Bengaluru with effect from June 9, 2025, from ‘55, Solar Tower, 6^th Main, 11^th Cross, Lakashmaiah Block, Ganganagar, Karnataka - 560024' to ‘13/1, International Airport Road, Bettahalasuru Post, Bengaluru - 562157, Karnataka, India.'

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION:

Consequent to the conversion into a public company and listing of securities, the Company adopted a new set of Articles of Association (Articles) in line with the provisions applicable to a public limited company and a listed company under the Companies Act, 2013 and SEBI regulations respectively. The adoption was approved by the shareholders at the extraordinary general meeting held on April 29, 2025, and the new set of Articles replaced the existing Articles in their entirety.

ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

The Object Clause of the Memorandum of Association was altered pursuant to a special resolution passed by the shareholders at the extraordinary general meeting held on June 9, 2025. The alteration, inter alia, enables the Company to expand its scope across the renewable and clean energy value chain.

CHANGE IN CORPORATE IDENTIFICATION NUMBER (CIN):

Pursuant to the listing of the Company's equity shares, the Corporate Identification Number (CIN) of the Company has been changed from ‘U26101KA2007PLC042197' to ‘L26101KA2007PLC042197'. The change signifies the Company's status as a listed entity.

Authorized Share Capital

The Authorised Share Capital of the Company as on March 31, 2026 was H 14,100 Lakhs (Rupees One Hundred Forty-One Crores Only) divided into:

(i) 7,000 Lakhs (Seventy Crores) equity shares of H 2/- (Indian Rupees Two only) each;

(ii) 1 Lakh (One Lakh) Preference Shares of face value H 100/- (Indian Rupees Hundred only) each.

Issued, Subscribed and paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 was H 138,46,90,066/- (Indian Rupees One Hundred Thirty-Eight Crore Forty-Six Lakh Ninety Thousand Sixty-Six Only), divided into 69,23,45,033 (Sixty-Nine Crore Twenty-Three Lakh Forty-Five Thousand Thirty-Three Only) equity shares of face value of H 2/- (Indian Rupees Two Only) each.

Changes during the year

Details of change in the share capital of the company during the year are as below:

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMP') OF THE COMPANY:

The composition of the Board of Directors is in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

As on March 31, 2026, the Board of the Company comprised of six Directors of which two are Executive Directors, one is a Non-Executive Non-Independent Director and three are Non-Executive Independent Directors, the details of the Directors and Key Managerial Personnel (KMP) are provided below.

During the year under report, the following changes occurred in the composition of the Board of Directors.

Appointment/reappointment of Executive Directors

1. On April 30, 2025, the Board of Directors, reappointed Mr. Manjunatha Donthi Venkatarathnaiah (DIN: 00249495) as the Managing Director of the Company for a period of five years i.e., from April 30, 2025 to April 29, 2030.

2. On April 30, 2025, the Board of Directors appointed Mr. Suhas Donthi Manjunatha (DIN: 09671635) in the capacity of a Whole-time Director, President and CEO of the Company for a period of five years i.e., from April 30, 2025 to April 29, 2030. Further, pursuant to the approval of the members at the extraordinary general meeting held on July 2, 2025, and based on the recommendation of the Board of Directors at its meeting held on July 1, 2025, the terms of appointment of Mr. Suhas Donthi Manjunatha (DIN: 09671635), Whole-time Director, President and CEO, were partially modified as ‘liable to retire by rotation' in accordance with the provisions of Section 152 of the Companies Act, 2013. All other terms and conditions of his appointment, as approved earlier, remain unchanged.

Change in designation as a Non-Executive Director

The Board of Directors, at its meeting held on April 30, 2025 approved the change in designation of Mrs. Shubha Manjunatha Donthi (DIN: 00249559) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

The aforementioned change in designation was approved by the members of the Company at the Extraordinary General Meeting held on May 26, 2025.

Appointment of Independent Directors

Vide separate special resolutions approved at the extraordinary general meeting dated May 26, 2025, the Company appointed three eminent personalities viz., Mr. Santosh Kumar Mohanty (DIN: 06690879),Mrs. Sambasivarao Chandramouleswara Sharada (DIN: 00318656) and Mr. Ram Kumar Tiwari (DIN: 10938958), as Independent Directors for a first term of consecutive three years i.e., from May 26, 2025 to May 25, 2028. The Board is of the opinion that the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency required for effectively discharging their duties and responsibilities. The Board is satisfied with their qualifications, knowledge and professional experience and considers their appointment to be in the best interests of the Company.

Retirement of Director by Rotation

Mr. Suhas Donthi Manjunatha, Whole-time Director, President and CEO (DIN: 09671635) is liable for retirement by rotation as per Section 152(6) of the Companies Act, 2013, and being eligible, has offered himself for reappointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommend his re-appointment on the Board of the Company and a proposal in this connection is placed for the approval of the members of the Company at the ensuing AGM.

Necessary disclosures pertaining to Mr. Suhas Donthi Manjunatha as required under the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, are provided in the explanatory statement to the Notice convening the AGM of the Company.

Changes in the KMP

There was no change in the Key Managerial Personnel (KMP) during the financial year 2025-26. The following changes took place after March 31, 2026, and up to the date of this Report;

Senior Management

As on March 31, 2026, the senior management personnel consist of the following:

Change in senior management from March 31, 2026 till the date of this report is provided below:

INDEPENDENT DIRECTORS' MEETING:

A separate meeting of independent directors was held on March 18, 2026, without the attendance of non-independent directors and members of the management. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ANNUAL PERFORMANCE EVALUATION:

The Board has established an evaluation framework for assessing the performance of the Board as whole, its committees and the individual directors. For the financial year ended March 31, 2026, the evaluation was carried out using comprehensive evaluation criteria covering various aspects of Board functioning, Committee effectiveness, and individual contributions.

The outcomes of the evaluation were reviewed by the Board at its meeting held on April 28, 2026, where it evaluated the performance of the committees and the independent directors. Further, the independent directors at their separate meeting held on the aforesaid date, evaluated the performance of the Board as a whole, non-independent directors and the chairperson.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to Section 178(3) of the Act and Regulation 19 & Schedule II Part D of the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) of the Company has formulated the criteria for identification of the suitable candidates as well as the policy on remuneration for Directors, KMP and other employees of the Company.

The NRC of the Company provides the framework for payment of remuneration to the members of the Board, key managerial personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Act and Regulation 19 read along with Schedule II Part D of the SEBI Listing Regulations.

The Remuneration Policy for directors, key managerial personnel and senior management personnel inter-alia, provides for criteria and qualifications for appointment of directors, key managerial personnel and senior management, board diversity, remuneration to directors, key managerial personnel, etc. The Policy is available on the website of the Company and can be accessed at Link .

DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, each of the independent directors has confirmed to the Company that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

In the opinion of the Board, independent directors of the Company possess necessary expertise, integrity, experience and proficiency in their respective fields. Further, all independent directors have confirmed that they have registered with the data bank of independent directors in accordance with the provisions of Section 150 of the Act.

STATUTORY AUDITORS AND THE AUDIT REPORT:

At the 18^th Annual General Meeting of the Company held on September 11, 2025, M/s. M S K C & Associates LLP (formerly known as M S K C & Associates) (FRN: 001595S/S000168) were appointed as the statutory auditors of the Company for a period of 5 years, i.e., from the conclusion of the 18^th AGM till the conclusion of the 23^rd AGM of the Company to be held in the year 2030.

The auditor's report provided by M/s. M S K C & Associates LLP (formerly known as M S K C & Associates) (FRN: 001595S/ S000168) for the financial year ended March 31, 2026, is enclosed to this Annual Report along with the financial statements. The auditor's report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS:

Grant Thornton Bharat LLP, (formerly Grant Thornton India LLP), Chartered Accountants, has been appointed by the Board as an internal auditors in accordance with the provisions of Section 138 of the Companies Act, 2013 to conduct the internal audit for the financial year 2025-26. The internal auditors has conducted the audit for the financial year 2025-26 and submitted the report thereof to the Company. The internal auditor's report does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The Board, on the recommendation of the audit committee has appointed Grant Thornton Bharat LLP, (formerly Grant Thornton India LLP), Chartered Accountants to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2026- 27. The Company has received a consent letter from Grant Thornton Bharat LLP confirming their willingness and eligibility to act as Internal Auditors for the financial year 2026-27.

COST AUDITORS AND THE AUDIT REPORT:

The Company has maintained cost records for products as specified by the Central Government under sub-section (1) of Section 148 of the Act. The Board, on the recommendation of the audit committee, has appointed M/s. Murthy & Co. LLP, Cost Accountants, (FRN: 000648) as the cost auditors to conduct the audit of cost records maintained by the Company for the financial year 2025-26. The cost auditors has conducted the audit for the financial year 2025-26 and submitted the report thereof to the Company. The cost audit report does not contain any qualification, reservation or adverse remark.

The Board, on the recommendation of the audit committee, has appointed M/s. Murthy & Co. LLP, Cost Accountants, (FRN: 000648) as the Cost Auditors to conduct the audit of cost records maintained by the Company for the financial year 2026-27. A certificate has been received from the Cost Auditors to the effect that their appointments as Cost Auditors of the Company, if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder.

Further, a resolution seeking members' approval for the remuneration payable to the cost auditors forms part of the Notice convening 19^th Annual General Meeting of the Company and the same is recommended by the Board of Directors for approval of members.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has laid down adequate internal financial controls commensurate with the scale and size of the operation of the Company. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. These internal financial controls are periodically reviewed and monitored effectively.

The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial reporting. The Company believes that these systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuring compliance.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to adopting the best corporate governance practices and is designed to act in the best interest of its stakeholders. The corporate governance report along with a certificate issued by Mr. CS Vijayakrishna K T, Practicing Company Secretary (M. No.: F 1788, C.P. No.: 980), pursuant to Regulation 34(3) of SEBI Listing Regulations read with Part E of Schedule V of the Listing Regulations, certifying compliance with the corporate governance requirements for the year under report, forms part of the Annual Report and the same is appended as "Annexure-III".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of operations, performance and outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the SEBI Listing Regulations, business responsibility and sustainability reporting for the financial year 2025-26 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments provided by the Company under Section 186 of the Act are given in Note no. 7 and 33.2 to the standalone financial statements in the Annual Report.

RISK MANAGEMENT:

The Company has a risk management framework for effective identification and management of risks. In line with the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (‘RMC') comprising members of the Board of Directors. Terms of reference of the Committee and composition etc. forms part of the Corporate Governance Report, which is annexed to this Annual Report.

Additional details relating to Risk Management are provided in the Management Discussion and Analysis Report forming part of this Report. In the opinion of the Board of Directors, there is no element of risk identified that may threaten the existence of the Company. Further, Risk Management Policy of the Company can be accessed at Link .

(A) Conservation of Energy

(B) Foreign Exchange Earnings and Outgo (Standalone)

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, the Company has constituted Internal Complaints Committee (‘ICC'). To build awareness in this area, the Company has been conducting necessary training in the organization on an ongoing basis.

The Company has appointed the following members of ICC as below:

1. A Presiding Officer or Chairperson who is a woman employed at a senior level at the workplace from amongst the employees.

2. The Company has appointed an external independent person committed to this cause and who has the requisite experience in handling such matters, as other members of ICC.

3. Not less than two members from amongst employees are committed to the cause of women; their safety and have experience in social work and have legal knowledge.

The following is a summary from the Annual return filed for the period ended March 31, 2026 under POSH Act:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act with respect to the Directors' Responsibility Statement, the Board of Directors of your Company state that:

1. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual financial statements have been prepared on a going concern basis; 5. proper internal financial controls were laid down and that the internal financial controls are adequate and operating effectively; 6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

DEPOSITS:

During the year under report, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details under Chapter V of the Act is not applicable.

LOANS FROM DIRECTORS OR DIRECTOR'S RELATIVES:

During the financial year 2025-26, the Company has not borrowed any amount(s) from Directors and/or their relatives.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a robust vigil mechanism in place, which is in conformity with the provisions of the Act and SEBI Listing Regulations. The said policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company and the same is available at the website of the Company Link .

This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in the Corporate Governance Report.

REPORTING OF FRAUD:

No frauds were reported by the Auditors as specified under Section 143 of the Act for the financial year ended March 31, 2026.

ANNUAL RETURN OF THE COMPANY:

Pursuant to Section 92(3) of the Act, the annual return in Form MGT-7 has been uploaded on the website of the Company and can be accessed at Link

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER THE END OF THE FINANCIAL YEAR:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this report.

COMPLIANCE TO THE SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There has been no unclaimed dividend and hence the provisions of Section 125(2) of the Act do not apply.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company has initiated insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 ("IBC") against Bundelkhand Saur Urja Limited ("BSUL") by filing an application under Section 9 of the IBC before the Hon'ble National Company Law Tribunal, Allahabad Bench, on 27 April 2026. The application seeks initiation of the Corporate Insolvency Resolution Process ("CIRP") in respect of an operational debt of INR 2019.62 Lakhs (Rupees Twenty Crores Nineteen Lakhs Sixty-One Thousand Five Hundred and Forty-Seven only).

BSUL, a joint venture between NHPC Limited and UPNEDA, had undertaken the development of a 65 MW Solar PV Power Plant at the Kalpi Solar Power Project. The Company supplied photovoltaic modules for the project, however, the outstanding consideration remains unpaid despite repeated demands and commitments by BSUL.

The matter is currently pending adjudication before the Hon'ble National Company Law Tribunal, Allahabad Bench and is in the final stages of determination. Other than the aforesaid proceeding, no insolvency proceedings under the IBC have been initiated by or against the Company during the year under review.

DISCLOSURES PERTAINING TO COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961.

DETAILS OF ONE-TIME SETTLEMENT WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year, there was no one-time settlement with the Banks or Financial Institutions.

DISCLOSURE OF SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights during the year under report and hence furnishing of information as per provisions of Section 43(a)(ii) of the Act is not applicable.

DISCLOSURE OF ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under report and hence furnishing information as per provisions of Section 54(1)(d) of the Act is not applicable.

DISCLOSURE UNDER SECTION 67(3) OF THE ACT:

During the year under report, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE/UNCLAIMED SUSPENSE ACCOUNT:

No shares remained unclaimed as on March 31, 2026, subsequent to listing of equity shares in the month of November, 2025. Hence, no disclosure is required with respect to demat suspense account/ unclaimed suspense account, in accordance with the requirement of regulation 34(3) and Part F of Schedule V of the SEBI Listing Regulations.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to customers, bankers, employees, business associates, consultants, and various government authorities for their continued support extended during the year to your Company. Your Directors also acknowledge gratefully and look forward to the continued support and confidence of the shareholders of the Company.