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:

PERFORMANCE HIGHLIGHTS AND STATE OF THE
COMPANY’S AFFAIRS:

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.

INITIAL PUBLIC OFFER & LISTING OF EQUITY
SHARES OF THE COMPANY:

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 atLink.

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
[email protected].

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 atLink .

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-VIN” 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.

SHARE CAPITAL:

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.

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.

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 atLink .

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.

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 CompanyLink .

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 atLink

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.

On behalf of the Board

For Emmvee Photovoltaic Power Limited

(formerly Emmvee Photovoltaic Power Private Limited)

Manjunatha Donthi Venkatarathnaiah Suhas Donthi Manjunatha

Date: August 27, 2026 Chairman and Managing Director Whole-time Director, President and CEO

Place: Bengaluru DIN: 00249495 DIN: 09671635

Your directors are pleased in presenting their Seventeenth Annual Report on the working of
your Company together with Audited Standalone and Consolidated Financial Statements of
Emmvee Photovoltaic Power Private Limited (Company) for the year ended 31^st March
2024.

1. FINANCIAL HIGHLIGHTS:

2. PERFORMANCE REVIEW:

During the financial year, your Company has recorded revenue from operations on
standalone basis of Rs. 1,24,381.44 Lakhs as compared to the previous year’s revenue from
operations of Rs. 70,537.59 Lakhs with growth of 76%. Your Company has recorded profit
after tax of Rs. 8,226.50 Lakhs during the financial year as compared to the previous year’s
profit of Rs. 2,265.04 Lakhs.

The revenue from operations on consolidated basis is Rs. 96,423.06 Lakhs as compared to
the previous year’s revenue from operations of Rs. 61,617.17 Lakhs and profit after tax of
Rs. 7,479.97 Lakhs as compared to the previous year’s profit after tax of Rs. 2,322.32
Lakhs.

Your directors expect that there will be a reasonable growth in the operations of the
Company in the current financial year. Your directors are making all efforts to ensure optimal
operational results in coming years and achieving improved margins.

The Company continues to strengthen its commitment to the highest levels of quality,
superior customer experience, best-in-class service management, robust information
security and privacy practices and mature business continuity management.

3. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of Business carried out by the Company during the
financial year 2023-24.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There is no material changes and commitments affecting the financial position between the
end of financial year and date of report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

There are no such orders passed by the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF ITS SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March 2024 the Company has 03 Wholly Owned Subsidiaries l.e. M/s. Emmvee
Energy Private Limited, M/s. Emmvee Energy GmbH and M/s. Emmvee Energy Inc. During
the year, the Board of Directors have reviewed the performance of subsidiaries at regular
intervals. Further, the Company has sold one of its subsidiary Company ES Neptune Solar
Private Limited on 05.12.2023.

As required under the Companies Act, 2013 the Company has prepared the consolidated
financial statement.

As per provisions of Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statement of the subsidiaries as on 31^st March 2024 is
disclosed in Form AOC-1 is attached as ‘Annexure-I’.

7. DIVIDEND:

Your directors are informed you that, in order to conserve the resources for future growth
and considering the business growth plans, the Board of Directors have not proposed any
dividend for the financial year ended 31^st March 2024.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year other than
transfer of net profit of Rs. 8,226.50 Lakhs from statement of profit and loss.

9. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies (Share Capital and
Debentures) Rules, 2014:

The authorized Share Capital of the Company as on 31^st March 2024 was Rs.
12,00,00,000/- consisting of 1,20,00,000 equity shares of Rs. 10/- each and paid-up share
capital was Rs10,79,18,100/- consisting of 1,07,91,810 equity shares of Rs. 10/- each.

During the financial year 2023-24, the Company has not issued any shares or convertible
instruments._ _

10. DEPOSITS:

During the year your Company has accepted unsecured deposit in the form of unsecured
loan of Rs. 10,440 Lakhs from the members of the Company by compliance with the
provisions of Section 73(1) of the Companies Act, 2013. The details of deposit accepted by
the Company as follows:

11. BOARD OF DIRECTORS & KMP:

The Board comprises of following Directors for the financial year ending 31.03.2024:

Mr. Jatin Saluja has resigned from Directorship of the Company w.e.f. 22.03.2024 and Mr.
Suhas Donthi Manjunatha has been appointed as Additional Director of the Company w.e.f.
22.03.2024. The Board proposed to appoint Mr. Suhas Donthi Manjunatha as Director of the
company at the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The provision of Section 149(7) of the Companies Act, 2013, is not applicable.

13. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, the Company held 19 Board meetings, and the details of
attendance are mentioned in below table:

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.

b) the directors had 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 as at the end of the financial year and of
the profit and loss of the company for that period.

c) the directors had 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.

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI).

16. RELATED PARTY TRANSACTIONS:

The Company has entered transaction with its subsidiary and associate companies at Arm’s
Length Basis in the ordinary course of business. There were no materially significant related
party transactions with the Company’s promoters, directors, Management or their relatives,
which could have a potential conflict with the interests of the Company at large. The
transactions entered with related parties are provided as ‘Annexure II’.

17. CORPORATE SOCIAL RESPONSIBILITY POLICY:

In pursuance of provision of Section 135 of Companies Act, 2013 read with Schedule VII, the
Company has spent an amount of Rs. 14,60,843/- towards CSR expenditure for the financial
year 2023-24. The same has been transferred to Emmvee Foundation trust. The detailed
report on CSR is enclosed as ‘Annexure-IH’.

18. REMUNERATION POLICY:

As on 31^st March 2024 the Company is not covered under the provisions of Section 178(1) of
the Companies Act, 2013. However, remuneration policy as adopted by the Company
envisages payment of remuneration according to qualification, experience and performance
at different levels of the organisation.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan and guarantee given, and investment made by the Company during the financial
year 2023-24 is disclosed in notes to financial statement.

20. CREDIT RATING:

During the year, the Company is not required to obtain credit rating for the securities.

21. TRANSFER OF AMOUNT TO IEPF:

During the year, the Company is not required to transfer any amount to Investor Education
and Protection Fund (IEPF).

22. HUMAN RESOURCES:

Our employees are our most valuable assets. We are committed to hiring and retaining the
best talent and being amongst the industry’s leading employers. For this, we focus on
promoting a collaborative, transparent and participative organization culture, and rewarding
merit and sustained high performance. Our human resources management focuses on
allowing our employees to develop their skills, grow in their career and navigate their next.

The management has always carried out systematic appraisal of performance and imparted
training at periodic intervals. The Company has always recognized talent and has judiciously
followed the principle of rewarding performance.

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

24. FOREIGN EXCHANGE EARNINGS AND OUTGO:

25. RISK MANAGEMENT:

The Company has a robust Business Risk Management framework to identify, evaluate
business risk and opportunities. This framework seeks to create transparency, minimise
adverse impact on the business objectives and enhance the Company’s competitive
advantage. The business risk framework defines the Risk Management approach across the
Company at various levels including documentation and reporting. ____

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.

26. VIGIL MECHANISM:

Your Company has established a Whistle Blower Policy in order to assure that the business
is conducted with integrity and that the Company’s financial information is accurate and
enables all the stakeholder to report their genuine concerns. The Company has not received
any compliant under Whistle Blower Policy during the F.Y. 2023-24.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use, or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company has followed all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements.

28. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is
available at www.emmvee.com.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013:

The Company is committed to provide a professional work environment free of harassment,
disrespectful or other unprofessional conduct. In order to create such a safe and conducive
work environment, a policy has been framed, in line with the provisions of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
This policy prohibits conduct that is disrespectful, unprofessional as well as harassment
based on factors such as gender, marital status, age, race, religion, colour, appearance,
region, national origin or ancestry, physical or mental disability, medical condition, genetic
information, sexual orientation, etc.

This policy applies to all employees of the Company, people engaged in the operation of the
Company including supervisors and managers, suppliers, customers, independent
-contractors and any other people involved in the running of the business across all locations.

Further, the policy assures complete anonymity and confidentiality of information to the
reporting individual.

An Internal-Complaints Committee has been set up to redress complaints received regarding
sexual harassment. During the year, no complaints were received by the Company related to
sexual harassment.

30. PARTICULARS OF EMPLOYEES:

As on 31^st March 2024 the Company is a Private Limited Company and hence, the provision
of section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 is not applicable.

31. CORPORATE GOVERNANCE:

Your Company place the utmost importance on its fiduciary role as a guardian of
stakeholders’ interest and strives to achieve a mutually aligned objective of value and wealth
creation for all interested parties. The Board and the Management humbly acknowledge this
role and continue to propagate this belief through all layers of the organization to create an
environment of accountability and trust.

These responsibilities continue to be the focus of its attention along the path of expansion,
ensuring the highest standards of ethics and integrity in all its business dealings while
avoiding potential conflicts of interest. The result of this is a corporate structure which serves
its ever-expanding business needs while maintaining transparency and adherence to the
above stated beliefs.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 f31 OF 20161 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2013 as on 31^st March 2024.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

The Company didn’t enter any transaction for obtaining valuation report for the FY. (

34. AUDITORS:

i. STATUTORY AUDITORS:

M/s. P Chandrasekar LLP (FRN: S200066), Chartered Accountants appointed as
Statutory auditors of the Company at the AGM held on 30^th September, 2019 and retire at
the ensuing Annual general meeting.

The Board proposed to re-appoint M/s. P Chandrasekar LLP (FRN: S200066), Chartered
Accountant as Statutory auditors of the Company for the period of four years at the ensuing
Annual General Meeting. The Company has received the necessary consent and eligibility
certificate from them for the proposed appointment.

The Auditors’ Report for the financial year does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Further, the Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act.

ii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ganapathi &
Mohan, Company Secretaries in practice undertook the Secretarial Audit of the Company for
the year ended 31^st March, 2024. The Secretarial Audit report in Form MR-3 is enclosed to
this report as Annexure-IV. The reply to the qualification made by the Secretarial auditors in
their report as follows:

iii. INTERNAL AUDITORS:

M/s. R Subramanian and Company LLP, Bengaluru, Chartered Accountant(s) conducted the
internal audit of the Company for the financial year 2023-24 and their report is reviewed on
quarterly basis.

iv. COST AUDITORS-

The Board of Directors have appointed M/s. Murthy & Co. LLP, Cost Accountants as Cost
Auditors of the Company to conduct the audit of Company’s cost records for the FY.2024-25.
Accordingly, pursuant to provisions of Section 143(3) of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014, Board hereby proposes for ratification of
remuneration paid to them at the ensuing Annual General Meeting.

35. ACKNOWLEDGEMENT-

Your directors take this opportunity to thank its Bankers for their support in the growth of the
Company. Your directors wish to acknowledge with gratitude the patronage extended to the
Company by the large body of its customers and contribution made by the employees at all

levels and look forward to their dedicated commitment in the years to come towards the
Company reaching greater heights.

Finally, Directors would like to convey their deep sense of gratitude to the members and look
forward to their continued support in the growth of the Company.

Date- 24.9.2024 ^{0n behalf of the Board}

Place Bengaluru for Emmvee photovoltaic power Limited

Manjunatha D V Suhas Donthi Manjunatha

Managing Director Director

DIN:00249495 DIN:09671635

# 312, ‘Shubhasri’, # 312,‘Shubhasri’,

3 Cross, 3^rd Cross,

RMV II Stage Extension RMV II Stage Extension
Bengaluru North - Bengaluru North -

560094 560094