డైరెక్టర్ల నివేదిక Saatvik Green Energy Ltd.

The Board of Directors (“Board”) of the Company is pleased to present the 11^th (Eleventh) Annual Report along with the Audited
Standalone and Consolidated Financial Statements (“Audited Financial Statements”) of Saatvik Green Energy Limited (“Your
Company”) for the financial year ended March 31,2026.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of your Company as on March 31,2026, are prepared in accordance with the relevant applicable
Indian Accounting Standards (“IND AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

A snapshot of the Company’s financial performance for Financial Year 2025-26 vis-a-vis Financial Year 2024-25 is as under: -

1. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the
financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company.

STATE OF COMPANY’S AFFAIRSConsolidated Financial Performance of your Company

Your Company had recorded revenue from operations of
INR 45,484.37 millions during FY 2025-26, as compared
to INR 21,583.94 millions in the corresponding previous
financial year. During the year, the Company generated
earnings before interest, depreciation and tax (EBITDA) of
INR 5,810.62 millions as against INR 3,595.90 millions in
the previous year. The net profit for FY 2025-26 stood at INR
3,571.15 millions compared to INR 2,171.48 millions in the
preceding financial year. Earnings per share (EPS) on a diluted
basis stood at INR 29.76 per share, on a face value of INR 2
each.

Standalone Financial Performance of your Company

Your Company had recorded revenue from operations of
INR 22,622.20 millions during FY 2025-26, as compared to
INR 19,743.30 millions in the corresponding previous financial
year. The net profit for FY 2025-26 stood at INR 622.85 millions
as against INR 1,559.34 millions in the previous financial year.
Earnings per share (EPS) stood at INR 5.20 per share, on a
face value of INR 2 per share.

COMPANY OVERVIEW

Saatvik Green Energy Limited, together with its wholly owned
subsidiary, Saatvik Solar Industries Private Limited (“SSIPL”),
is among India’s leading manufacturers of solar photovoltaic

(PV) modules. As of March 31, 2026, the Company has
a combined operational manufacturing capacity of 4.8
gigawatts (GW). Over the years, the Company has established
a strong presence in India’s solar energy sector, driven by its
focus on superior product quality, advanced technology, and
robust execution capabilities.

The Company has supplied over 5 GW of high-efficiency
solar PV modules across both domestic and international
markets. In addition to its core manufacturing operations, the
Company offers integrated solutions, including Engineering,
Procurement and Construction (EPC) services, as well as
Operations and Maintenance (O&M) services.

Its product portfolio includes advanced technologies
such as Mono PERC and N-TOPCon modules, available in
mono-facial and bifacial configurations, catering to a wide
range of applications across government, commercial,
industrial, and residential segments.

The Company currently operates three solar module
manufacturing facilities located in Ambala, Haryana, which
together constitute one of the largest single-location solar
module manufacturing hubs in India. These facilities are
equipped with fully automated production lines, ensuring
high precision, consistent quality, and enhanced operational
efficiency.

CREDIT RATING

CRISIL Ratings reviewed and upgraded the ratings assigned
to the Company’s banking facilities. The Long-Term Bank
Facilities were upgraded to CRISIL A-/Stable, while the Short¬
Term Bank Facilities were assigned a rating of CRISIL A2 .
The upgraded ratings reflect the Company’s strong business
fundamentals, healthy financial profile, robust liquidity
position, and demonstrated ability to meet its debt servicing
and other financial obligations in a timely manner.

UPDATE ON SIGNIFICANT MATTERSInitial Public Offer and Listing of Equity Shares

During the year under review, your Company achieved a
significant milestone with the successful completion of its
Initial Public Offering (“IPO”) and the subsequent listing of its
Equity Shares on BSE Limited (“BSE”) and the National Stock
Exchange of India Limited (“NSE”) on September 26, 2025. The
listing represents an important step in the Company’s growth
journey, enhancing its capital base, strengthening corporate
governance standards, and providing greater visibility among
investors and other stakeholders.

In connection with the IPO, your Company filed the Draft
Red Herring Prospectus (“DRHP”), Updated Red Herring
Prospectus (“UDRHP”), Red Herring Prospectus (“RHP”)
and Prospectus with the Securities and Exchange Board
of India (“SEBI”), the Stock Exchanges and the Ministry of

Corporate Affairs (“MCA”) in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018,
as amended. The IPO comprised a Fresh Issue aggregating
to INR 7,000 millions and an Offer for Sale aggregating to
INR 2,000 millions by the Selling Shareholders, namely
Mr. Parmod Kumar and Mrs. Sunila Garg, taking the total offer
size to INR 9,000 millions. The Offer consisted of 1,93,59,079
Equity Shares of face value INR 2 each at an Offer Price of
INR 465 per Equity Share, including a premium of INR 463
per Equity Share. Eligible employees participating under the
Employee Reservation Portion were offered a discount of
INR 44 per Equity Share on the Offer Price.

Dividend

In order to conserve the resources of the Company and
continued investment in the business, the Directors have
not recommended any dividend for the financial year under
review on the equity Shares of the Company.

In terms of Regulation 43A of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Board
of Directors of the Company has formulated and adopted
a Dividend Distribution Policy with the objective of
rewarding shareholders, retaining capital for growth and
ensuring fairness and consistency in distributing profits to
Shareholders, which is available on the Company’s website
athttps://www.saatvikgroup.com/docs/policies/Saatvik-
Dividend-Distribution-Policy.pdf

Transfer to General Reserve

No amount has been transferred to general reserve. The
Board has decided to retain the entire amount of Profit for
FY 2025-26 in the Statement of Profit and Loss.

Subsidiaries, Joint Ventures & Associates

As on date of this report, the Company has Five (5) subsidiaries
(including one foreign subsidiary) and also has one Step-down
Subsidiary Company. There has been no change in the nature
of business of any of the subsidiaries during the year. A list
of the companies that were considered in the Consolidated
Financial Statements (CFS) for the FY ended March 31,2026
is included in the notes to the CFS. The CFS, prepared in
accordance with Section 129(3) of the Act, and the applicable
Accounting Standards, forms part of this Annual Report.
Additionally, a separate statement containing the salient
features of the financial statements of all subsidiaries, in
prescribed Form AOC-1, is also included Annexure I. This
statement provides details of the performance and financial
position of each subsidiary. The audited financial statements,
together with related information and other reports of each
of the subsidiary companies are available on the Company’s
website at https://saatvikgroup.com/. The summary of
performance of the Company’s subsidiaries is provided as
below:

(i) Saatvik Solar Industries Private Limited (“SSIPL”)

Saatvik Solar Industries Private Limited (“SSIPL”), a
wholly owned subsidiary of the Company, has been
identified as a material subsidiary under the SEBI Listing
Regulations, underscoring its strategic importance and
central role in the Group’s growth trajectory.

SSIPL serves as the manufacturing backbone of the
Group, producing high-efficiency solar photovoltaic
modules and, through backward integration, solar
cells. It is spearheading the Group’s flagship greenfield
expansion at Gopalpur, Odisha, comprising an
integrated 2.4 GW solar cell and 4.0 GW module facility
under Phase I, followed by an additional 3.6 GW of solar
cell capacity under Phase II. The project is expected
to significantly enhance the Group’s manufacturing
scale and strengthen its position among India’s leading
vertically integrated solar manufacturers.

SSIPL has reported a total revenue of INR 39,479.68
millions for the current year as compared to
INR 11,869.15 millions in the previous year. The total
comprehensive income for the year under review
amounted to INR 3,003.59 millions as compared to
income of INR 683.12 millions in the previous year.

(ii) Saatvik Cleantech EPC Private Limited(“EPC”)

Saatvik Cleantech EPC Private Limited(“EPC”), a
wholly owned subsidiary of the Company, extends the
Group’s footprint across the solar value chain beyond
manufacturing.

EPC delivers end-to-end Engineering, Procurement and
Construction of solar power projects — from utility-
scale solar parks to solar water-pumping systems
under national schemes such as PM-KUSUM —
covering design, civil works, installation, testing and
commissioning. During the year, it also took the Group’s
first step into power generation by agreeing to acquire
a stake in Intelligent Hydel Solutions Private Limited,
reinforcing Saatvik’s evolution into a fully integrated
renewable energy platform.

EPC has reported total revenue of INR 621.88 millions
for the current year as compared to INR 735.49 millions
in the previous year. The Total comprehensive income for
the year under review amounted to INR 22.93 millions as
compared to income of INR 4.88 millions in the previous
year.

(iii) Saatvik Green Energy USA Inc. (“SGEL-USA”)

Saatvik Green Energy USA Inc. (“SGEL-USA”), a wholly
owned foreign subsidiary of the Company, established
in April 2023 and headquartered in Houston, Texas,
marking the Group’s first step toward global expansion.

SGEL-USA is the Company’s gateway to the American
market, distributing high-quality, made-in-India Saatvik

solar PV modules to customers across the United States.
US being one of the world’s largest solar market with
typically higher realisations than at domestic market,
it is expected to play a growing role in diversifying the
Group’s revenue base as manufacturing capacity scales
up.

(iv) Saatvik Power Storage Solutions Limited (“SPSSL”)

Saatvik Power Storage Solutions Limited (“SPSSL”) was
incorporated on March 09, 2026 as a wholly owned
subsidiary of the Company, marking the Group’s formal
entry into the energy storage business.

SPSSL is into the business of designing and deploy
battery energy storage systems across utility-
scale, commercial and industrial, and residential
applications, with the Group targeting up to 20 GW of
energy storage capacity over the next five years. The
subsidiary completes the Group’s integrated clean
energy ecosystem — spanning manufacturing, EPC
and storage — positioning Saatvik to enable reliable,
round-the-clock renewable power.

(v) Melcon Transformers and Electricals Private Limited
(“Melcon”)

The Company has also acquired an 80% equity stake
in Melcon Transformers and Electricals Private Limited
pursuant to a Share Purchase Agreement dated April 23,
2026, making it a subsidiary of the Company.

Melcon is an ISO 9001-certified, Jaipur-based
manufacturer of power and distribution transformers,
with a product range spanning oil-type, dry-type,
auxiliary and energy-efficient units up to 12,500
kVA. The acquisition marks the Company’s strategic
entry into transmission and distribution equipment
manufacturing, deepening its control across the power
value chain as it evolves from a solar manufacturer into
a fully integrated energy solutions provider.

(vi) Intelligent Hydel Solutions Private Limited(“IHSPL”) -
Step Down Subsidiary

During the year, Saatvik Cleantech EPC Private Limited,
a wholly owned subsidiary of the Company, has acquired
49% equity stake in Intelligent Hydel Solutions Private
Limited along with management control rights, making
IHSPL a subsidiary of Saatvik Cleantech EPC Private
Limited w.e.f. March 17, 2026.

IHSPL holds a Power Purchase Agreement with
Maharashtra State Electricity Distribution Company
Limited for a 41 MW AC solar power project in the state,
developed under its programme to solarise agricultural
and rural feeders. The investment marks the Group’s
first step into the Independent Power Producer segment,
adding long-term, PPA-backed generation assets to its
manufacturing and EPC businesses.

MATERIAL SUBSIDIARY

The Board of Directors of your Company (‘the Board’) has
approved a policy for determining material subsidiaries.

As on March 31, 2026, the Company has one material
subsidiary i.e Saatvik Solar Industries Private Limited in terms
of the requirement of Regulation 24(1) of the SEBI Listing
Regulations. The Policy for determining material subsidiaries
can be viewed on the Company’s website, www.saatvikgroup.
com at the following link: https://www.saatvikgroup.
com/docs/2025/09/Saatvik-Determination-of-Material-
Subsidiary-policy.pdf

During the period under review, no company ceased to be the
subsidiary/associate of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the year
under review, is presented in a separate section, which forms
part of this Annual Report.

SHARE CAPITAL

As of March 31, 2026, the authorised share capital of the
Company stood at INR 750,000,000 (Indian Rupees Seven
Hundred Fifty Million Only), comprising 375,000,000 equity
shares of face value INR 2 each. The paid-up equity share
capital stood at INR 254,210,008 (Indian Rupees Two Hundred
Fifty-Four Million Two Hundred Ten Thousand and Eight Only),
comprising 127,105,004 equity shares of face value INR 2
each.

During the Financial Year 2025-26, the Company completed
its Initial Public Offer (IPO), comprising a fresh issue of equity
shares and an Offer for Sale (OFS), aggregating to 1,93,59,079
equity shares of face value of INR 2 each, offered for cash at a
price of INR 465 per equity share (including a share premium
of INR 463 per equity share). A discount of 9.46% (INR 44 per
equity share) was offered to eligible employees bidding in the
employee reservation portion.

The IPO comprised of (a) a fresh issue of 1,50,58,004 equity
shares aggregating to INR 7,000 million, (b) 24,08,602 equity
shares aggregating to approximately INR 1,120 millions by
Parmod Kumar and (c) an offer for sale of 18,92,473 equity
shares aggregating to approximately INR 880 millions by
Sunila Garg. The equity shares were allotted to eligible
applicants on September 24, 2025, and the listing and trading
of the Company’s shares commenced on September 26,
2025, on BSE Limited and National Stock Exchange of India
Limited. Consequently, the issued, subscribed and paid-up
share capital of the Company stood at INR 254.21 millions
(INR 254,210,008) comprising 12,71,05,004 equity shares
of face value INR 2 each as on March 31, 2026, as against
INR 224.09 millions (INR 224,094,000) comprising
11,20,47,000 equity shares of face value INR 2 each as on
March 31, 2025. The Company has only one class of equity
shares.

CIN : L40106HR2015PLC075578

EMPLOYEES STOCK OPTION SCHEME

The Members of the Company, at their Extra-Ordinary General
Meeting held on October 29, 2024, approved the Saatvik
Green Energy Limited Employee Stock Option Scheme -
2024 ("ESOP 2024”), in compliance with the Companies
Act, 2013 and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). A
maximum of 22,40,940 options may be granted under ESOP
2024, each option entitling the holder to one equity share of
the Company upon exercise.

As ESOP 2024 had been formulated prior to the Company’s
Listing on Stock Exchange, Regulation 12 of the SBEB & SE
Regulations required that the Scheme be ratified by the
Members before any fresh grant of options could be made
thereunder. Accordingly, the Scheme, together with its
extension to eligible employees of the Company’s group
and subsidiary companies, was placed before the Members
for ratification by way of Postal Ballot; the resolutions were
approved with the requisite majority, the results being declared
on January 16, 2026, in compliance with Regulation 44(3) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Pursuant to such ratification, the Company filed an application
with BSE Limited and the National Stock Exchange of India
Limited on January 28, 2026, seeking in-principle approval
under Regulation 10(3) of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, for the listing
of up to 22,40,940 equity shares of face value INR 2 each
proposed to be issued pursuant to ESOP 2024, and received
the said approval on February 16, 2026.

The details of ESOP Scheme, as on March 31,2026, in terms of
Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 are as under:

Your Company has received a certificate from Secretarial
Auditor confirming implementation of plan in accordance
with the SBEB & SE Regulations and the same is set out as
Annexure II and forms part of the Annual Report.

BOARD OF DIRECTORS

As of March 31,2026, Company’s Board is comprised of total
6 members i.e. two Executive Directors, one Non-Executive
Non-Independent Director and three Independent Directors.
The details of Board and Committee composition, tenure of
directors, and other details are available in the Corporate
Governance Report, which forms part of this Annual Report.

Re-appointment at the last AGM

The Shareholders, at 10^th Annual General Meeting of
the Company held on July 14, 2025, approved the re¬
appointment of Ms. Manavika Garg, Non-Executive Director
(DIN: 10106701), who retired by rotation at the said meeting
and, being eligible, offered herself for re-appointment.

Cessation

Ms. Sarita Rajesh Zele, (DIN: 10243617) Independent
Woman Director of the Company, resigned from her position
with effect from October 29, 2025, due to her upcoming
employment and the potential consequential conflict of
interest. The Board places on record its sincere appreciation
for the valuable contributions and guidance provided by
Ms. Zele during her tenure as a Director of the Company.

Appointment

The Board, upon recommendation of the Nomination and
Remuneration Committee (‘NRC’), approved the appointment
of Ms. Ritu Lal (DIN: 06927001) as an Independent Woman
Director for first term of five years, commencing from
December 11,2025 and concluding on December 10, 2030.
The same was reviewed and approved by the members of the
Company through postal ballot on January 16, 2026.

Proposed re-appointment of Directors

Mr. Neelesh Garg, Chairman & Managing Director of the
Company, being longest in the office shall be liable to retire
at the ensuing AGM and being eligible, offers himself for
re-appointment. The Board recommends re-appointment of
Mr. Neelesh Garg at the ensuing AGM.

In terms of the requirement of the SEBI Listing Regulations, the
Board has identified core skills, expertise, and competencies
of the Directors in the context of Company’s business for
effective functioning. The key skills, expertise and core
competencies of the members of the Board are detailed in
the Corporate Governance Report, which forms part of this
Annual Report.

Key Managerial Personnel(s)

In terms of the provisions of the Section 203 of the Companies
Act, 2013 and rules made thereunder, the Company has the
following Key Managerial Personnels (“KMP(s)”) as on the
date of this report:

¹Mr: Bhagya Hasija, Company Secretary and Compliance Officer of
the Company, resigned from his position with effect from February
06, 2026. Ms. Jyoti Verma has been appointed as the Company
Secretary and Compliance Officer of the Company with effect from

April 23, 2026.

²Mr. Abani Kant Jha, Chief Financial Officer of the Company, resigned
from his position with effect from April 07, 2026. Mr. Rishabh Mehtta
has been appointed as the Interim Chief Financial Officer of the
Company with effect from April 23, 2026.

Declaration of Independence from Independent Directors

In terms of the SEBI Listing Regulations, all the Independent
Directors of the Company have confirmed that:

a) they meet the criteria of independence as prescribed
under the provisions of the Act, read with the Rules
made thereunder, and the Listing Regulations;

b) there has been no change in the circumstances
affecting their status as Independent Directors of the
Company;

c) they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act;

d) they have registered themselves with the Independent
Director’s Database maintained by the Indian Institute
of Corporate Affairs and

e) they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

Based upon the declarations received from the Independent
Directors, the Board of Directors has confirmed that they
meet the criteria of independence as mentioned under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and that they are independent of the
management.

In the opinion of the Board, there has been no change in the
circumstances affecting their status as Independent Directors
of the Company and the Board is satisfied of the integrity,
expertise and experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules thereunder) of
all the Independent Directors on the Board.

Further, in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of Directors)
Rules, 2014, as amended, the Independent Directors of the
Company have registered their names in the data bank of
Independent Directors maintained with the Indian Institute of
Corporate Affairs.

A detailed overview of the key skills, expertise and core
competencies of the Board, including the Independent
Directors, is provided within the Corporate Governance
Report of this Annual Report.

BOARD MEETING(S) AND COMMITTEE(S) OF BOARD

The Board met 10 (Ten) times during the year under review.
The intervening gap between the meetings did not exceed
120 days, as prescribed under the Act and SEBI Listing
Regulations.

The Committee(s) of the Board hold regular meetings to
deliberate on relevant business matters, policies, and
strategies amongst other. To promote effective participation,
the schedule for upcoming Committee meetings are shared
with members well in advance, enabling them to prepare
and contribute meaningfully. Additionally, when urgent
decisions are required, proposals are sometimes approved
by circulation among Committee members.

The Company’s Board of Directors has established both
mandatory and non-mandatory Committee(s) in accordance
with the requirements of the SEBI Listing Regulations and the
Act.

The list of the Committees is as follows:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Risk Management Committee

(v) Stakeholders’ Relationship Committee

During the year under review, there were no instances where
the recommendations of the Committee(s) were not accepted
by the Board.

The details of Board and Committee(s) composition,
meetings, attendance, and terms of reference of respective
committee(s) is available in Corporate Governance Report
annexed to Board report and forms part of this Annual
Report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on March 20,
2026, without the attendance of Non-Independent Directors
and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive
Directors and 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.

EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The Nomination and Remuneration Committee of the Board
has laid down a comprehensive framework for the evaluation
of the performance of the Individual Directors, the Board and
its Committee(s). The evaluation criteria are broadly aligned
with the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India (SEBI).

Evaluation of Directors

The performance evaluation of Individual Directors, inter alia,
includes assessment of their knowledge and competence,
fulfilment of fiduciary and statutory duties, ability to function
as an effective team member, initiative and engagement,
availability and attendance at meetings, commitment,
integrity and independence. It also covers their contribution
and participation in Board and Committee meetings, as
well as guidance and support provided to the management
outside such meetings.

In addition, the Chairman is evaluated on specific aspects
of his role, including effectiveness of leadership, ability to
steer meetings constructively and impartially, consideration
of Shareholders’ interests, and the ability to mentor, motivate
and provide guidance to the Executive Directors.

Evaluation of Board

The Board evaluation includes, inter alia, assessment of the
Board’s composition and structure, effectiveness of meetings
and overall functioning, discharge of key responsibilities,
delegation of authority to Committees, effectiveness of Board
processes, adequacy and timeliness of information, and the
quality of interaction and relationship between the Board and
the management.

Evaluation of Board Committee(s)

The evaluation of Committee(s) encompasses, inter alia,
their mandate and composition, effectiveness in discharging
assigned responsibilities, structure and frequency of
meetings, independence from the Board, contribution to
Board decision-making, and the quality of interaction with the
Board and the management.

Evaluation Process

The Board evaluated the effectiveness of its functioning, of
the Committees and of individual Directors, pursuant to the
provisions of the Act and the SEBI Listing Regulations. Based
on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India the Board Evaluation
was carried out on following parameters, namely:

• Composition and calibre of the Board;

• Strategic direction and performance appraisal;

• Comprehension of business operations, risk
management, processes, and protocols;

• Value creation for stakeholders and commitment to
responsibilities;

• Supervision of financial reporting, internal controls, and
auditing functions;

• Ethical standards, compliance, and oversight activities

The Board evaluation process for the year 2025-26 was
conducted in a systematic and comprehensive manner.
A structured questionnaire covering various aspects of
the Board’s functioning, such as Board composition and
dynamics, Board’s oversight and governance, Board strategy
and performance, Board development and culture, etc., was
circulated to all the Directors and feedback was sought on the
same.

During a separate meeting of the Independent Directors
held on March 20, 2026, a comprehensive evaluation was
conducted on the performance of the Non-Independent
Directors, the Board as a whole, and the Chairman,
incorporating feedback from the Executive Directors and
other Non-Executive Directors. The NRC also assessed
the performance of individual Directors and the Board
collectively. In the subsequent Board meeting, which
followed the Independent Directors’ meeting and the NRC
meeting, the performance of the Board, its committees, and
individual Directors, including the Chairman, was thoroughly
discussed. The Board evaluation for the financial year
2025-26 was completed, with key findings and

recommendations noted for ongoing improvement.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The familiarisation programme is tailored to align with each
Director’s areas of interest and expertise. This programme is
carefully structured to comply with statutory requirements

under the Act and other relevant regulations. As part of this
initiative, the Directors are encouraged to visit the Company’s
facilities, providing them with an opportunity to observe
operations first-hand and engage directly with members of
Senior Management. These plant visits help to foster a deeper
appreciation of the Company’s processes, culture, and
strategic priorities.

In addition, the induction programmes includes a series of
detailed presentations delivered by Senior Management.
These presentations cover a wide range of topics, including
the Company’s corporate strategy, operational framework,
product portfolio, market presence, group structure
and subsidiaries, composition of the Board, governance
guidelines, matters reserved specifically for Board decision,
and the approach to risk identification and mitigation.

Through this multi-faceted orientation, Directors gain
valuable insights into the Company’s core values, business
drivers, and leadership approach. This comprehensive
understanding enables them to contribute more meaningfully
during Board deliberations and to exercise effective oversight
of management performance, ultimately supporting the
Company’s long-term success.

Further, the details of the familiarisation programme provided
to the Directors is available on the website of the Company
athttps://www.saatvikgroup.com/docs/2026/08/Saatvik-
Familiarisation-Programme-for-IDs.pdf

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company has adopted a Nomination and Remuneration
policy which lays down a framework with regard to
appointment of Directors and in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management
of the Company.

The Policy broadly lays down the guiding principles,
philosophy, and the basis for payment of remuneration to
Executive and Non-executive Directors (by way of sitting
fees and commission), Key Managerial Personnel, Senior
Management and other employees. The policy also provides
the criteria for determining qualifications, positive attributes
and Independence of Director and criteria for appointments
of Key Managerial Personnel/Senior Management and
performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of
Directors while making selection of the candidates.

The above policy is available on the website of the Company
athttps://www.saatvikgroup.com/docs/policies/Saatvik-
Nomination-and-Remuneration-Policy.pdf

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting the

highest standards of professionalism, honesty, integrity and
ethical behavior. In line with the Company’s Code of Conduct,
any actual or potential violation, howsoever insignificant or
perceived as such, are treated as a matter of serious concern
for the Company.

The Company has in place a Whistle Blower Policy in
compliance with the provisions of the Act and the SEBI Listing
Regulations. The said Policy is available on the Company’s
website athttps://www.saatvikgroup.com/docs/policies/
Saatvik-Vigil-Mechanism-Policy.pdf.

In terms of the provisions of the Act and the SEBI Listing
Regulations, the Vigil Mechanism is implemented through
the Company’s Whistle Blower Policy to enable the Directors,
employees, and all stakeholders of the Company to report
genuine concerns or grievances about any unethical or
unacceptable business practice and to provide for adequate
safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the
Chairman of the Audit Committee.

For the period under review, status of grievances/
complaints received under whistle Blower mechanism is as
under:

At the beginning of the year no matter was pending under
whistle blower mechanism. During the year one governance
note was reported under the Whistle Blower Policy. As on the
date of the report, the review has been completed and the
matter has been closed, with no fraud or misrepresentation
identified.

BOARD DIVERSITY

Your Company recognises and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach to
the diversity of the Board. The said Policy is available on
your Company’s website of the Company at https://www.
saatvikgroup.com/docs/policies/Saatvik-Board-Diversity-
Policy.pdf

SUCCESSION PLANNING

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management. The
NRC implements this mechanism in concurrence with the
Board.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual return
of the Company for the financial year 2025-26 is available on
the website of the Company at https://www.saatvikgroup.
com/docs/2026/08/Annual-Return-FY26.pdf

In terms of the Companies (Management and Administration)
Rules, 2014, the Annual Return shall be filed with the Registrar
of Companies, within prescribed timelines.

After the filing of Annual Return for financial year 2025-26 with
MCA, the aforesaid draft version of the Return will be replaced
with the final version.

LOANS, GUARANTEES, SECURITY, AND INVESTMENTS

Your Company has extended loans, guarantees and made
investments to the Companies pursuant to compliance of
provisions of Section 186 of the Companies Act, 2013 during
the year.

Particulars of said loans, guarantees and investments made
under Section 186 of Companies Act, 2013 have been
disclosed in the notes to the Standalone and Consolidated
Financial Statements, respectively forming integral part of the
Annual report.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the
Audit Committee for its prior approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm’s length basis and in the
ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI
Listing Regulations and your Company’s Policy on Related
Party Transactions.

During the year under review, the Company had not entered
into any contract/ arrangement/transaction with related
parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions or which is required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188
of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014.

The details of all related party transactions, as approved, are
placed on a quarterly basis before the Audit Committee for
its review.

The particulars of all the related parties’ transactions have
been disclosed in notes to the financial statements.

The Policy on the Related Party Transactions is available on
the website of the Company athttps://www.saatvikgroup.
com/docs/policies/Saatvik-Related-Party-Transactions-
Policy.pdf

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the
stock exchanges, for the related party transactions.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 read
with rules made thereunder, as amended, M/s Suresh Surana
& Associates LLP, Chartered Accountants (Firm Registration
No. 121750W/W100010) were appointed as Statutory
Auditors for the term of 5 years for conducting statutory
audits commencing from FY 2025-26 until FY 2029-30 (i.e.
commencing from the conclusion of the 10^th AGM of the
Company till the conclusion of the 15^th AGM of the Company
to be held in the year 2030).

The Statutory Auditors have confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible
to hold office as Statutory Auditors of your Company. They
have also confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the SEBI Listing
Regulations.

Statutory Auditors have expressed their unmodified opinion
on the Standalone and Consolidated Financial Statements
for financial year 2025-26 and their reports do not contain any
qualifications, reservations, adverse remarks, or disclaimers.
The Notes to the financial statements referred in the Auditor’s
Report are self-explanatory and do not call for any further
comments from the Board under Section 134(3)(f) of the Act.
The Auditor’s Report is enclosed with the financial statements
forming part of this Annual Report.

COST AUDIT

Pursuant to the provisions of Section 148(1) of the
Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required
to maintain cost records as specified by the Central
Government. Accordingly, such accounts and records are
made and maintained by the Company. M/s Sumanta B &
Co., Cost Accountant (Firm Registration No. 005413), the
Cost Auditor has conducted cost audit of the Company for
Financial Year 2025-26.

The Cost Audit Report does not contain any qualification,
reservation or adverse remark requiring any explanations/
comments by the Board of Directors.

Further, pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014 M/s K K Sinha & Associates,
Cost & Management Accountant (Firm Registration No.
100279), has been appointed as the Cost Auditor to audit the
cost records of the Company for the financial year 2026-27.
The remuneration payable to the Cost Auditor is subject to
ratification by the members and accordingly, the necessary
Resolution for ratification of the remuneration payable to
M/s K K Sinha & Associates, Cost & Management Accountant,
for the audit of cost records of the Company for Financial Year
2026-27, is being placed for the approval of the shareholders
of the Company at the ensuing AGM.

SECRETARIAL AUDIT

Pursuant to section 204 of the Act, read with the rule made
thereunder and Regulation 24A of SEBI Listing Regulations,
M/s. SGGS & Associates, Practicing Company Secretaries,
(Peer reviewed certificate no. 5721/2024) were appointed
as the Secretarial Auditor to undertake the Secretarial Audit
of your Company for the term of five consecutive years
commencing from financial year 2025-26 till financial year
2029-30.

M/s. SGGS & Associates have confirmed that they are not
disqualified to continue as a Secretarial Auditors and are
eligible to hold office as Secretarial Auditors of your Company.

The Secretarial Audit Report, which forms part of this Annual
Report as Annexure III(A), and Secretarial Compliance
Report for the Financial Year 2025-26, do not contain any
qualification, reservation, or adverse remark. However,
general remarks provided by the Secretarial Auditors and
management response to same forms part of the report
attached.

Further, the Secretarial Audit Report of the material
subsidiary company for Financial Year 2025-26, issued by
Nityanand Singh & Co., Company Secretaries, do not contain
any qualification, reservation, adverse remark, or disclaimer.
Further, the reports are annexed herewith as Annexure NI(B).

INTERNAL AUDIT

Pursuant to the provision of Section 138 of the Companies
Act, 2013, your Company has appointed M/s. ADMS & Co.,
Chartered Accountants to conduct Internal Audit of the
Company for the period under review. The Internal Auditor has
conducted audit of financial year 2025-26 and had submitted
report thereof to the management of 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.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors
nor the Secretarial Auditors of the Company have reported
any frauds to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013 including
rules made thereunder. Hence, disclosure under Section
134(3)(ca) of Companies Act, 2013 is not applicable.

INTERNAL FINANCIAL CONTROL

The Company has established robust internal controls,
processes, and procedures to ensure the orderly and efficient
conduct of its business operations. Risk Control Matrices
(RCMs) have been designed and implemented for all critical
processes across various functions. The effectiveness
of these internal financial controls is evaluated through
continuous monitoring and review by the management, as well
as independent testing conducted by the statutory auditors.
Based on these assessments, the internal financial controls
are considered adequate and are operating effectively.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment of any
of its employees at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
at the Workplace, with the objective of providing a safe and
secure working environment for all employees. The Company
has in place duly constituted Internal Complaints Committee
(‘ICC’) in accordance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (‘POSH Act’). The Company conducts periodic
sensitisation sessions for employees across the organisation
to build awareness of the POSH Policy and the provisions of
the POSH Act.

During the Financial Year 2025-26, the number of complaints
of sexual harassment pending at the beginning of the year was
Nil. No complaint was received during the year under review.
Accordingly, no complaint was disposed of during the year
and there were no complaints pending as on March 31,2026.

COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

During the year under review, the Company has duly complied
with the provisions of the Maternity Benefit Act, 1961. It
continues to uphold its commitment to fostering a supportive
and inclusive workplace while ensuring full adherence to all
applicable labour laws, including those relating to maternity
benefits.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is annexed herewith as Annexure IV and forms part of this
report.

Details of employee remuneration as required under
provisions of Section 197 of the Act read with Rule 5(2) and
5(3), are available to members for inspection at the Registered
Office of the Company on every working day of the Company
between 10 am to 12 noon up to the date of the ensuing AGM.
If any member is interested in obtaining a copy thereof, such
member may write an e-mail to[email protected]

HUMAN RESOURCES

The Company considers its human capital as a vital pillar
in achieving its strategic objectives. In line with this belief,
the Company places strong emphasis on attracting,
developing, and retaining high-quality talent. A supportive
and empowering work environment is fostered to encourage
employees to perform at their full potential and continuously
strive for excellence. The Company takes pride in cultivating
a culture that promotes trust, collaboration, and growth, and
has been recognised as a ‘Great Place to Work’consecutively
for two years i.e. FY 2024-25 and FY 2025-26. The passion,
integrity, and contributions of its workforce are deeply valued
and sincerely appreciated.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules 2014,
form part of this Report and are annexed as Annexure V.

RISK MANAGEMENT

The Company is aware of the importance of identifying risks
and opportunities that may affect its operations or growth. At
present, the Company has established a comprehensive risk
management framework to proactively identify, assess, and
manage risks and opportunities that could potentially impact
the Company’s operations or performance. The Company
follows a practical and ongoing approach to monitor key risks
and opportunities and to frame and implement mitigation
strategies for identified risks.

The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan
for your Company. The RMC is responsible for reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the
businesses are systematically addressed through mitigation
actions on a continual basis. Further details on the Risk
Management activities, including the implementation of risk
management policy, key risks identified and their mitigations
are covered in Management Discussion and Analysis Report,
which forms part of this Annual Report.

The Management keeps the Board of Directors informed
about any major risks that could affect the business, such as
operational risks, credit risks and legal and regulatory risks
from time to time.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained by them and based on
the assessment of the Management, the Board of Directors
makes the following statements in terms of Section 134 of the
Companies Act, 2013:

a) that in the preparation of the annual accounts for the
financial year ended March 31, 2026 the applicable
accounting standards have been followed and there are
no material departures;

b) that such accounting policies have been selected
and applied consistently and those judgments and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31,2026 and of the
profit of the Company for the financial year ended on
that date for preventing and detecting fraud and other
irregularities;

c) that proper and sufficient care has been taken 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) that the financial statements for the financial year ended
March 31,2026 have been prepared on a ‘going concern’
basis;

e) that proper internal financial controls are in place and
that such internal financial controls are adequate and
are operating effectively; and

f) that there exist systems to ensure compliance with the
provisions of all applicable laws and that such systems
are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the Internal, Statutory and
Secretarial Auditors and external consultants, including audit
of internal financial controls over financial reporting by the
Statutory Auditors and the reviews performed by management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during
the financial year ended March 31,2026.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain high standards of
corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI Listing Regulations, forms part
of this Annual Report as Annexure VI along with the required
certificate from a Practicing Company Secretary, regarding
compliance of the conditions of corporate governance, as
stipulated.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing
Regulations, Business Responsibility and Sustainability
Report, covering disclosures on the Company’s performance
on Environment, Social and Governance parameters for
FY 2025-26 in the prescribed format, is presented in a separate
section, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility) Rules, 2014,
the Board of Directors of the Company constituted the
Corporate Social Responsibility (CSR) Committee. The
Company is committed to the wellbeing of local communities
and continues to make its contribution through variety
of community development programmes and projects.
Community development interventions are primarily

focusing on education and healthcare programmes. The
CSR Policy has been uploaded on the Company’s website at

______

___.

A report on CSR activities undertaken by the Company for
the Financial Year 2025-26 and major contents of Corporate
Social Responsibility policy are annexed as Annexure VII.

HEALTH, SAFETY AND ENVIRONMENT

The Company’s policy on health, safety and environment
aims at healthy, safe, and productive work environment,
by providing continuous training and adopting the best of
safety practices and monitoring the stated practices. Every
employee, whether in a direct or indirect capacity, undergoes
comprehensive training in essential technical skills. To
ensure preparedness for unforeseen circumstances, mock
drills featuring carefully conceived scenarios are regularly
executed across all operational sites. These drills serve as a
means to keep the workforce vigilant, poised, and adept in
effectively managing a spectrum of emergencies.

DIRECTORS & OFFICERS LIABILITY INSURANCE

The Company has in place the Directors & Officers Liability
Insurance (D&O) for all its Directors (including Independent
Directors) and Officers of the Company in line with Regulation
25(10) of the SEBI Listing Regulations.

GENERAL DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
Hence, disclosure under Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 is not
applicable;

ii. the Company has not issued sweat equity shares to its
employees. Hence, disclosure under Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014
is not applicable;

iii. no significant material orders have been passed by any
regulators or courts or tribunals which may impact the
going concern status of the Company and its future
operations. Hence, disclosure under Rule 8(5)(vii) of the
Companies (Accounts) Rules, 2014 is not applicable;

iv. the provisions of Section 125(2) of the Act, do not apply
as there was no unclaimed dividend in the previous
years.

v. the Company has not accepted any public deposits
under Section 73 of the Act. Hence, disclosure under
Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts)
Rules, 2014 is not applicable;

vi. there has been no change in the nature of business of the
Company. Hence, disclosure under Rule 8(5) (ii) of the
Companies (Accounts) Rules, 2014 is not applicable;

vii. the Company has complied with the applicable
Secretarial Standards as issued by the Institute of
Company Secretaries of India in terms of Section
118(10) of the Act.

viii. there were no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016.

ix. there were no agreements that subsist as on the date of
this report under clause 5A to para A of part A of schedule
III of SEBI Listing Regulations.

x. there were no one time settlement of loan was obtained
from the banks or financial institutions.

CAUTIONARY STATEMENT

All the statements in the Director’s Report and the

Management Discussion and Analysis describing the

Company’s objectives, projections, estimates, expectations,

or predictions may be ‘forward looking statements’ within
the meaning of applicable securities laws and regulations.
Actual results might differ materially/marginally from those
either expressed or implied in the statement depending on
the market conditions and circumstances.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders including
Shareholders, Customers, Bankers, Suppliers, Distributors,
Dealers, Contractors, business associates, consultants, and
various government authorities for their continued assistance,
co-operation, and support. The Directors wish to place on
record their sincere appreciation to all employees for their
commitment and continued contribution to the Company.
The Directors are grateful for the confidence, faith and trust
reposed by the shareholders in the Company. We are thankful
to various agencies of the Central and State Government(s)
for their continued support and co-operation.

For and on behalf of the Board of Directors
Saatvik Green Energy Limited

(Formerly known as Saatvik Green Energy Private Limited)

Sd/- Sd/-

Neelesh Garg Manik Garg

Chairman & Managing Director Managing Director

DIN:07282824 DIN: 08290827

Place: Gurugram
Date: August 14, 2026