డైరెక్టర్ల నివేదిక MV Electrosystems Ltd.

The Board of Directors of your Company are pleased to present the 17^th Annual Report, detailing the business and operations of the
Company along with the audited Financial Statements for the financial year ended 31^stMarch, 2026.

FINANCIAL HIGHLIHGTS

In adherence to the provisions of Companies (Accounts) Rules, 2014, key aspects of Financial Performance of the Company for the
year ended 31^st March, 2026 are summarized below:

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up, for
the financial year ended March 31, 2026, in accordance with the
requirements of the Companies (Indian Accounting Standards)
Rules, 2015 ("Ind AS”) notified under Section 133 of the Act, read
with relevant rules and other accounting principles.

STATE OF COMPANY AFFAIRS, OPERATIONS AND
FUTURE OUTLOOK

During the financial year ended 31^st March, 2026, your Company,
on a standalone basis, reported Revenue from Operations of
?494.28 Million as compared to ?626.37 Million in the previous
financial year ended 31^st March, 2025. This reflects a significant
decrease of 21.08% in Turnover of the company from Previous
Financial Year.

The Net Loss for the year ended 31^st March, 2026 stood at
126.29 Million as compared to Net Profit of ?14.03 Million, in the
previous financial year.

Your Directors are pleased to inform you that after the closure of
FY 2025-26, the Company has allotted 68,23,528 Equity Shares
of face value of ? 5/- each at an Issue Price of ?425 per Equity
Share (including a share premium of ?420 per Equity Share)
aggregating to ?2,900 million, to the successful applicants in
the Initial Public Offer of the Company and the equity shares

of the Company listed on NSE and BSE (the "Exchange”) on
06^th August, 2026.

The Company remains focused on sustainable growth by
strengthening its core operations, enhancing operational
efficiency and pursuing new business opportunities. With
continued emphasis on innovation, customer satisfaction and
prudent financial management, the Company is well positioned
to capitalize on emerging market opportunities. The Board
remains optimistic about the Company’s future prospects and
is committed to delivering long-term value to all stakeholders.

NATURE OF BUSINESS

MV Electrosystems Limited is involved in the designing,
development, assembly and manufacturing of propulsion
systems, switchgear Panels, electrical equipment and cable
management products for railway rolling stock and rail
electrification network. The comprehensive product line is
based on Insulated Gate Bipolar Transistor (IGBT) 3-Phase Drive
Propulsion Equipment, auxiliary converters, train and vehicle
control units, Driver Display Units (DDUs), Rail Electrification
Products including Automatic Fault Locator System, switchgear
and cable Protection Products. The Company’s in-house
capabilities pertaining to power electronics, embedded
systems, software and engineering drive the advancement of
complex railway networks with limited dependence on external
technology partners.

During the year under review, there is no change in the nature of
business of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company was Rs.
15,00,00,000 (Rupees Fifteen Crores Only) divided into

2.98.80.000 (Two Crore Ninety Eight Lakhs Eighty Thousand)
Equity Shares of face value of Rs. 5 (Rupees Five Only) each and

60.000 Preference Shares of face value of Rs. 10 each

The Subscribed, Issued and Paid-up Share Capital of your
Company as on 31^st March, 2026 was Rs. 10,22,96,000 (Rupees
Ten Crores Twenty two lakhs ninety six thousand Only) divided
into 2,04,59,200 (Two Crore Four Lakhs fifty nine Thousand
two Hundred) Equity Shares of face value of Rs. 5 (Rupees
Five Only) each.

The Company has allotted 456100 Equity Shares having Face
Value of Rs. 10 Each, at an Issue Price of Rs. 547 each on
Private Placement Basis on 25/08/2025 and 633500 Equity
Shares having Face Value of Rs. 10 Each, at an Issue Price of
Rs. 547 each on Private Placement Basis on 01/10/2025

*During the year under review the company has Split off/
Division of its shares from the Face Value of Rs. 10 to Rs. 5 per
equity share vide Ordinary Resolution passed in Extra Ordinary
General Meeting held on 10.11.2025.

DIVIDEND

With a view to conserve the resources for future business
requirements and expansion plans, your Directors are of the

view that the current year’s profit to be ploughed back into the
operations and hence no dividend was recommended for the
year under review.

The Board of Directors of the Company have adopted the
Dividend Policy pursuant to the provisions of Regulation 43A
of SEBI (Listing Obligations and Disclosure Requirements) and
the Policy is available on the website of the Company at https://
mvelectrosvstems.com/policies-codes.php

TRANSFER TO RESERVES

The Company has transferred the Loss of Rs. 126.95 Million to
Free Reserves during the Financial Year under review.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS
TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

The Company did not have any funds lying unpaid or unclaimed
for a period of seven years. Therefore, there were no funds which
were required to be transferred to IEPF

BOARD OF DIRECTORS

Your Company’s Board is duly constituted and is in compliance
with the requirements of the Companies Act, 2013.

As on date of the Report, the Company has 9 (Nine) Directors on
its Board with an optimum combination of Executive and Non¬
Executive Directors.

The composition of the Board is detailed below:

In accordance with Section 152(6) of Act, the period of office of at least two third of total Directors of the Company shall be liable to retire by rotation, out of which
at least one third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Sumit Dhawan (DIN 08260657), Mr. Mohit Vohra (DIN 02534402)
retires from the Board by rotation and being eligible, offers themselves for re-appointment. A resolution seeking Shareholders’ approval for their re-appointments
along with other required details forms part of the Notice of 17^th Annual General Meeting.

The disclosures of Directors being recommended for appointment/re-appointment as required under Secretarial Standard-2 are contained in the Notice of 17^th
Annual General Meeting of the Company.

Further, no Non-Executive Directors of the Company except Mr. Mohit Vohra, Mr. Amit Dhawan and Mr. Sumit Dhawan, had pecuniary relationships or transactions

with the Company, other than sitting fees, commission and reimbursement of expenses during the year, if any

‘Mr. Pankaj Rastogi was appointed as Additional Director and then Managing Director of the Company with effect from 1^s October, 2025.

* Mr. Rahul Dhawan was appointed as Whole Time Director of the Company for a period of five (5) years with effect from 01^st November, 2025 to 30^th October, 2030
''Ms. Kanika Bhutani, Mr. Vipin Sharma and Mr. Sanjeev Mehta were regularised as Independent Directors of the Company at the 16^th Annual General Meeting for a
first term of five consecutive years commencing from 27^th September, 2025. Prior to their regularisation, they were appointed as Additional Independent Directors
on the Board of the Company.

Further, Mr. Sanjeev Mehta was appointed as the Chairman of the Board of the Company with effect from 1^st October, 2025.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMP'') of the Company as on 31^st March, 2026:

* Mr. Rahul Dhawan was appointed as Whole Time Director of the Company for a period of five (5) years with effect from 01^st November, 2025 to 30^th October, 2030.
**Mr. Sourabh Bansal, the Company Secretary, was appointed as Compliance Officer of the Company w.e.f. 27^th November 2025.

Further, none of the Directors / KMP of the Company is
disqualified under relevant provisions of the Act.

The Board of Directors of the Company have approved the
Policy on "Code of Conduct for the Directors and Senior
Management of the Company” and can be accessed athttps://
mvelectrosystems.com/policies-codes.php

INDEPENDENT DIRECTORS

In compliance of Sections 149 and 152 read with schedule IV
and other applicable provisions, if any, of the companies Act,
2013, and the Companies (Appointment and Qualification
of Directors) Rules, 2014 made there, Ms. Kanika Bhutani,
Mr. Vipin Sharma and Mr. Sanjeev Mehta, were regularized as
Independent Directors on the Board of the company at the 16^th
Annual General Meeting.

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed
under the provisions of the Act, read with the Rules made
thereunder and Listing Regulations. There has been no
change in the circumstances affecting their status as
Independent Directors of the Company;

• They have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

• They have registered themselves with the Independent
Director''s Database maintained by the Indian Institute of
Corporate Affairs.

In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, and expertise and hold
high standards of integrity required to discharge their duties
with an objective independent judgment and without any
external influence.

As per schedule IV, Code of Independent Directors regarding the
terms and conditions of appointment of independent directors
are made available on the Company''s website at the following
web linkhttps://www.mvelectrosystems.com.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV to the
Companies Act, 2013, a separate meeting of the Independent
Directors of the Company was held on 24^th March, 2026. The

details of the meeting and attendance of the Independent
Directors are given below:

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In terms of Clause 25(7) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), the Company
is required to familiarize the Independent Directors with the
business and operations of the Company, the same is available
on the Website of the Company athttps://mvelectrosystems.
com/policies-codes.php. The web Link of the same has
also been disclosed in the "Corporate Governance Report
Annexure-D”, forming part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board met Ten (10) times,
the details of which are given in the "Corporate Governance
Report Annexure-D” and forms part of this Annual Report. The
intervening gap between the Meetings was within the period
prescribed under the Act.

ANNUAL RETURN

In terms of Section 92(3) & 134 of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company in the prescribed Form MGT-7
is available on the website of the Company under the link https://
www.mvelectrosystems.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company did not have any Subsidiary, Joint venture or
Associate Company during the reporting period.

The Board of Directors of the company has approved the Policy
for Determining Material Subsidiary on 27^th November, 2025,
pursuant to Regulation 16 (1) C of SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015. The

Policy is available on the Website of the Company athttps://
mvelectrosystems.com/policies-codes.php. The same has also
been disclosed in "Corporate Governance Report Annexure-D”,
forming Part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted
any deposit within the meaning of the provisions of Section 73
of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 or any amendment thereto.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013 the Board hereby submits 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 at
the end of 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 this act for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. The Directors had prepared the annual accounts
ongoing concern basis,

e. The internal financial controls to be followed by the
Company had been laid down and that such internal
financial controls are adequate and were operating
effectively; and

f. 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.

AUDITORS OF THE COMPANY

a. Statutory Auditor

As per Section 139 of the Companies Act 2013, and the
rules made thereunder, that M/s Sanmarks & Associates,
Chartered Accountants (FRN: 003343N) were appointed by
the shareholders as the Statutory Auditor of the company
for a term of five (5) years commencing from the conclusion
of 15^th Annual General Meeting till the conclusion of
20^th Annual General Meeting of the company to be held in
the calendar year 2029.

The Auditors’ Report for the financial year 2025-26 does not
contain any Qualifications. The Observations on matters
emphasized by the Statutory Auditors in their reports on
the standalone financial statements are self-explanatory

and, accordingly, do not call for any further comments or
explanations from the Board.

The Statutory Auditors have not reported any incident of
fraud to the Board of Directors under Section 143(12) of
the Act during the year under review.

The Auditors’ Report is enclosed with the financial
statements for the financial year 2025-26 forms the part of
this Annual Report. Further, the Auditor did not report any
fraud during the year

b. Secretarial Auditor

As per section 204 of the Companies act, 2013 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company is not falling in this
ambit during the reported FY 2025-26.

However, the Company being a Listed Entity is required to
appoint a Secretarial Auditor of the Company, Pursuant to
the provisions of Section 204 of Companies Act, 2013. The
Board of Directors, based on the recommendation of the
Audit Committee, has approved the appointment of M/s
Taruna Kalra & Associates, Practicing Company Secretaries
(Membership No. F-6603) as Secretarial Auditors of the
Company for a term of five (5) consecutive financial years
commencing from FY2026-27 to FY2030-31, under Section
204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of SEBI LODR Regulations,
2015 (including latest amendments).

c. Cost Auditor

As per Section 148 of the Companies Act, 2013, your
Company is not required to appoint cost auditor as
the company is not falling in this ambit during the
reported FY 2025-26.

d. Internal Auditor

As per section 138 of the Companies act, 2013, the company
is not required to appoint internal auditor as the company
is not falling in this ambit during the reported FY 2025-26.

RELATED PARTY TRANSACTIONS

During the financial year ended 31^st March, 2026, all transactions
with the Related Party as defined under the Act read with rules
framed thereunder were in the ''Ordinary Course of Business’ and
''at arm’s length’ basis.

These transactions are well within the limits approved by the
shareholders and do not involve any potential conflict with the
interests of the Company at large.

The Details of the Related Party Transactions as required under
Accounting Standard - 18 are set out in Note No. 33 to the
Financial Statements forms part of this Annual Report. The
Form AOC- 2 pursuant to Section 134 (3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is given as
Annexure-A which forms the part of the Annual Report.

The Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions as approved by the Board
is available on the Company’s website and can be accessed at
https://mvelectrosystems.com/policies-codes.php. The same
has also been disclosed in "Corporate Governance Report
Annexure-D”, forming Part of this Annual Report.

CORPORATE GOVERNANCE REPORT CERTIFICATE

The Company is committed to upholding the highest standards
of corporate governance, aligning with the principles set forth
by the Securities and Exchange Board of India (SEBI). We
believe that effective governance is fundamental to maximizing
shareholder value in a legal, ethical, and sustainable manner.

The Company has complied with the requirements of Corporate
Governance as stipulated under Regulation 34 read with
Schedule V of the SEBI Listing Regulations, and accordingly,
the Corporate Governance Report and the requisite certificate
from M/s. Taruna Kalra and Associates, Practicing Company
Secretaries, regarding compliance with the conditions of
Corporate Governance forms a part of this Report.

Your Company has also been enlisted in the new SEBI compliant
redressal system (SCORES) enabling the investors to register
their complaints, if any, for speedy redressal.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

In compliance with the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 details pertaining to
conservation of energy, technology absorption, foreign exchange
earnings and outgo of the Company are given herein below

a) Conservation of Energy

The Company wherever possible and feasible, continuous
efforts are being put for conservation of energy and
minimize power cost. However, Capital expenditure on
energy conservation equipment is not required, keeping
in view the normal energy consumption in the business
activity of the Company.

• Advocating switching off lights and ACs when not
required, turning off of PCs when not in use, setting
higher temperatures on air conditioners etc. to
reduce consumption.

• Installed various energy saving electrical devices for
saving energy.

• Puts control on usage of other electrical equipment’s.

b) Power & Fuel Consumption

The company has adopted best policies to save power and
fuel consumption.

c) Research and Development

The Company has undertaken the research and
development activities in order to develop and enhance its

product and technology as per the requirements of Indian
Railways. The Company has incurred expenditure towards
such research and development activities during the year
was Rs. 9 Crores

d) Technology Absorption, Adaptation and Innovation

The Company has undertaken a Technology Transfer
agreement for the production of Automatic Fault
Locator System.

e) Foreign Exchange Earnings and Outgo

Foreign Exchange outgo Rs. 134.31 Million

Foreign Exchange Earnings : NIL

RISK MANAGEMENT FRAMEWORK

The Company has taken necessary steps for risk
management including identifying risk which may threaten
the existence/ operations of the Company. The Company
has a comprehensive Risk Management framework for
identifying, assessing, monitoring and mitigating various
risks associated with its business and operations. The
framework is designed to identify potential risks, evaluate
their likelihood and impact, and implement appropriate
measures to minimize or mitigate such risks.

The Company periodically reviews its risk exposure and
takes appropriate steps to ensure that identified risks are
effectively managed. The Board of Directors, along with the
management, oversees the risk management framework
and ensures that suitable measures are implemented for
managing and mitigating material risks.

During the year under review, no risk has been identified
which, in the opinion of the Board, may threaten the
existence of the Company. The Company continues to
monitor emerging risks and takes appropriate preventive
and corrective measures to safeguard its business
operations, assets and stakeholders'' interests.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the relevant provisions of the Act, the Company
has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not
applicable to the Company as of now. Therefore, the
Company is not obligated to incur any expenditure under
its CSR policy.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Board has adopted adequate policies and procedure
for efficiently conducting the activities of the Company
including the adherence to the Company’s policies,
safeguarding of its asset, prevention and detection of
frauds and errors, the accuracy and completeness of
accounting records. Financial controls are sufficient
and commensurate with the size and frequency of the
transactions with reference to the Financial Statements for
the Financial Year ended 31^stMarch, 2026.

VIGIL MECHANISM/ WHISTLE BLOWER:

The Company is committed to conducting its business
affairs with fairness and transparency, adhering to the
highest standards of integrity, professionalism and ethical
behavior. In Compliance with the provisions of section
177 of the Companies Act, 2013 and Regulation 22 of
SEBI Listing Regulations, The Company has put in place
a mechanism for employees to report to the Management,
concerns about unethical behavior, actual or suspected
fraud or violation of the Companies Code of Conduct
or Ethics Policy. The said Policy provides for adequate
safeguards against victimization of employees who avail
of the mechanism and also provides for direct access to
the higher levels of supervisors, managers including the
Chairperson of the Audit Committee

The above mechanism has been appropriately
communicated within the Company across all levels and
has been displayed on the Company’s intranet as well as on
the on the website of the Company and can be accessed at
https://mvelectrosystems.com/policies-codes.php

The Audit Committee periodically reviews the existence
and functioning of the mechanism. It reviews the status of
complaints received under this policy on a quarterly basis.
The Committee has, in its Report, affirmed that no personnel
have been denied access to the Audit Committee.

DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules framed thereunder. An Internal Complaints Committee
(''ICC’) is in place for all works and offices of the Company to

redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary and trainees) are
covered under this policy.

The Company affirms that during the year under review,

STATEMENT ON COMPLIANCE OF MATERNITY
BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Rules,
2014 as amended by the Companies (Accounts) Second
Amendment Rules, 2025, the Company hereby states that it
has complied with all the applicable provisions of the Maternity
Benefit Act, 1961, including the amendments made thereto,
during the financial year under review.

COMMITTEES

a) AUDIT COMMITTEE

The Company has constituted an Audit Committee in
accordance with the provisions of Section 177 of the
Companies Act, 2013.

As on 31 March, 2026, the Committee comprises of three
(3) Non-Executive Directors. Majority of the members are
Independent of the Board. The Chairman of the Committee
is an Independent Director. All the Members are well versed
with Accounting and Financial Knowledge.

Mr. Sourabh Bansal, Company Secretary, acts as the
Secretary of the Committee.

During the financial year, all the recommendations made
by the Nomination and Remuneration Committee were
accepted by the Board of Directors.

The Nomination and Remuneration Policy of the Company
lays down the criteria for determining qualifications,
positive attributes and independence of directors, and the
policy relating to remuneration of directors, key managerial
personnel and Senior Management personnels. The
policy is available on the Company''s website at https://
mvelectrosystems.com/policies-codes.

Meetings of Nomination and Remuneration Committee
and Attendance during the year:

Number of Meetings of the Nomination and Remuneration
Committee during the reporting Financial Year and

Attendance of Members is given in the "Corporate
Governance Report Annexure-D” and forms part of
this Annual Report.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship
Committee in accordance with the provisions of Section
178(5) of the Companies Act, 2013

Mr. Sourabh Bansal, Company Secretary, acts as the
Secretary of the Committee.

As on 31 March, 2026, the Committee comprises of three
(3) Directors.

The constitution of the Committee as on 31 March, 2026 is given below:

The Stakeholders'' Relationship Committee did not meet
during the financial year 2025-26, as the applicable
provisions relating to the Committee were not applicable to
the Company during the said period.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investments under
Section 186 of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014, for the financial year 2025-26
are disclosed in the notes to the Financial Statements forms the
part of this Annual Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING:

Your Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. All
Board Directors and the designated employees have confirmed
compliance with the Code.

Code of Conduct for Prevention of Insider Trading, Code
of Practices and Procedures for Fair Disclosure of Price
Sensitive Information and Policy for Avoidance of Leakage
and Unpublished Price sensitive Information is available on

the Company''s website at https://mvelectrosvstems.com/
policies-codes.

A declaration signed by Mr. Pankaj Rastogi, Managing Director
of the Company, confirming that all members of the Board of
Directors and Senior Management Personnel have affirmed
their compliance with the Code of Conduct for Board Members
and Senior Management Personnel, is annexed to this Board''s
Report as Annexure- C.”

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 read with Para B of Schedule V of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has
prepared Management Discussion and Analysis Report ("MDA”)
is attached as a separate section forming part of the Annual
Report. The MDA details on operations and a view on the outlook
for the current year and future.

SIGNIFICANT DEVELOPMENTS AND MATERIAL
LITIGATIONS / ORDERS / CHANGES

A) SIGINIFICANT DEVELOPMENTS
1. INITIAL PUBLIC OFFER ("THE IPO”)

A significant milestone in the history of the Company was
the successful completion of its Initial Public Offering

("IPO”) of Equity Shares and the subsequent listing of its
Equity Shares on BSE Limited ("BSE”) and the National Stock
Exchange of India Limited ("NSE”) on August 06, 2026.

In connection with the IPO, the Company filed its Draft
Red Herring Prospectus ("DRHP”) with the Securities
and Exchange Board of India ("SEBI”), BSE, NSE and the
Registrar of Companies, Haryana on November 27, 2025,
followed by the Red Herring Prospectus ("RHP”) on July 23,
2026 and the Prospectus on August 03, 2026.

The IPO comprised an entirely fresh issue of 68,23,528
Equity Shares at an issue price of ?425 per Equity Share.
The issue was open for subscription from July 30, 2026
to August 03, 2026, while the Anchor Investor portion was
open for subscription on July 29, 2026.

Pursuant to the successful completion of the IPO, the
Company allotted 68,23,528 Equity Shares to the successful
applicants on August 04, 2026. Thereafter, the Company
received listing and trading approvals from BSE and NSE
on August 05, 2026. The Equity Shares of the Company
were subsequently listed and commenced trading on both
the Stock Exchanges on August 06, 2026.

Sundae Capital Advisors Private Limited acted as the Sole
Book Running Lead Manager ("BRLM”), Vaish Associates
Advocates acted as the Legal Counsel to the IPO, and KFin
Technologies Limited acted as the Registrar to the Offer.

The Board of Directors places on record its sincere
appreciation to all investors for reposing their confidence
and trust in the Company and its business. The Board also
expresses its gratitude to SEBI, the Registrar of Companies,
and BSE and NSE for their guidance and support throughout
the IPO and listing process.

The Directors believe that the listing of the Company’s
Equity Shares on BSE and NSE marks an important
milestone in the Company’s growth journey. The listing is
expected to enhance the Company’s visibility, strengthen
its market presence, provide liquidity to its shareholders
and facilitate access to capital markets.

The Board is confident that this strategic milestone will
support the Company’s growth objectives and contribute
towards sustainable, long-term value creation for
all stakeholders.

2. The Company''s Research & Development (R&D) Centre
was recognised by the Department of Scientific and
Industrial Research (DSIR), Ministry of Science &
Technology, Government of India. This recognition reflects
the Company''s continued commitment to innovation,
technological advancement and indigenous research
and development.

Further the Company remains focused on strengthening
its R&D capabilities to develop innovative products and
solutions, enhance operational efficiency and support its
long-term growth strategy.

B) MATERIAL LITIGATION

During the year, the Company and its Directors, as a measure
of good governance and regulatory compliance, proactively
filed an suo-moto application for adjudication before the
Registrar of Companies (Adjudicating Officer) under the
Companies Act, 2013 in respect of certain compliance-
related matters. The application is under consideration by
the concerned authority. The management believes that
the outcome of the proceedings is not expected to have
any material adverse impact on the Company''s financial
position or operations.

The Board of Directors of the Company has approved the
policy on Identification of Material Litigations, Material
Creditors and Material Group Companies on 27^th November,
2025. The policy is available on the Company''s website at
https://mvelectrosvstems.com/policies-codes.

c) MATERIAL CHANGES AND COMMITMENTS

There have been no significant changes or commitments
affecting the financial position of the Company between
the end of the financial year to which these financial
statements relate and the date of this Report.

The Company has

• Shifted its Registered office from 118/1 (First Floor), Gali
No. 2, Govind Puri, New Delhi, India 110019 to 1207/89, 12^th
Floor, Hemkunt Chambers, Nehru Place, New Delhi- 110019
with effect from 13^th August, 2025.

• Further, Shifted its registered office vide order passed by
Regional Director Northern Region, dated 12/12/2025,
bearing Order No. AB8720169/13(4)/RD(NR)/2024.
Registered Office of the Company has been Shifted from
1207/89, 12^th Floor, Hemkunt Chambers, Nehru Place,
New Delhi- 110019 to Plot No. 7, Site No. 2, 14/3, Mathura
Road, Faridabad, Haryana-121003 with effect from
01^st January, 2026.

• Shifting its Corporate Office and/of Books of Accounts and
other Relevant Books and Papers of the Company address,
at Plot 7, Site 2, 14/3, Mathura Road Faridabad 121003
Haryana, with effect from 01^st October, 2025.

• Altered its Memorandum of Association of the Company
Pursuant to Shifting of Registered office from the "National
Capital Territory of Delhi” to the "State of Haryana”

• Altered its Articles of Association of the Company,
in Connection to Adoption of New Set of Articles of
Association, Pursuant to Public issue of Equity shares.

The above Changes are purely administrative in nature and
does not have any material impact on the financial position or
operations of the Company.

Further the Policy on Determination of Materiality of Events
Information as approved by the Board is available on
the Company’s website and can be accessed at https://
mvelectrosvstems.com/policies-codes.php

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES DETAILS PURSUANT TO SECTION
197(12) READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014;

The requisite information pertaining to remuneration and other
details, as mandated under Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
provided in the Annexure -B forming part of this Board’s Report.
The statement containing names of top ten employees in terms
of remuneration drawn and the 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, 201 4, is provided in a separate
annexure forming part of this report.

HUMAN RESOURCE

As a people-centric organization, we strongly believe in nurturing
a culture that enables the growth, well-being, welfare and career
progression of our employees. We have a company-wide ethos
of caring and sharing with our people and continue to invest in
their learning and development on a regular basis.

We also remain consistently focused on being connected and
engaged with our employees to keep them motivated and
inspired, treating them as equal partner in our growth journey.

As of March 31, 2026, MV employed 208 professionals across
various domains including but not limited to corporate operations,
engineering, R&D, systems design, and manufacturing. The
company has worked hard to build a culture of collaboration,
innovation, and operational discipline. Training programs in
embedded systems, safety protocols, and installation practices
were conducted during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD MEETINGS

The Company has adhered to all applicable provisions of the
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

OTHER DISCLOSURES

a) During the reporting period, the Company did not submit any

applications under the Insolvency and Bankruptcy Code,
2016. Hence, no proceeding is pending under the Code.

b) The requirement to state the difference between the
valuation amount at the time of one-time settlement and
the valuation amount when obtaining loans from banks or
financial institutions does not arise, as it does not apply
to the company.

c) During the financial year under review, the Company has
accepted unsecured loans amounting to ? 30.10 MN
and has repaid loans aggregating to ?31.10 MN from its
Directors, in compliance with the provisions of Rule 2(1)
(c)(viii) of the Companies (Acceptance of Deposits) Rules,
2014 read with Chapter V of the Companies Act, 2013.

d) The Company continued to maintain cordial industrial
relations with its employees.

DETAILS OF THE REGISTRAR TO AN ISSUE AND
SHARE TRANSFER AGENTS:

KFIN TECHNOLOGIES LIMITED

Selenium, Tower B, Plot No. 31 and 32, Gachibowli,
Financial District

Nanakramguda, Serilingampally, Hyderabad - 500 032,

Telangana, India

Tel. No.: 91 40 6717 2222 / 18003094001
E-mail: [email protected]
Investor Grievance e-mail: [email protected]
Website: www.kfintech.com
SEBI Regn No.: INR000000221
Contact Person: M. Murali Krishna

ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation
for the co-operation and assistance received from the Bankers,
Financial Institutions, Regulatory Authorities, Stakeholders
including Customers and other business associates who have
extended their valuable support and encouragement during
the year under review. The Board of Directors acknowledges
the hard work, dedication, commitment and cooperation of the
employees of the Company.

For and on behalf of the Board of Directors
MV ELECTROSYSTEMS LIMITED

Sd/- Sd/-

PANKAJ RASTOGI AMIT DHAWAN

Managing Director Director

DIN: 11307172 DIN: 03031778

Date 25/08/2026
Place- Faridabad