Vikram Solar Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

On behalf of the Board of Directors, it is our pleasure to present the 21^st Annual Report of the Company, along with the Audited Financial Statements (Standalone and Consolidated) and Auditors'' Report for the financial year ended March 31, 2026. The Board appreciates and is thankful for the continued support of all the shareholder''s throughout the Company''s journey from an unlisted entity to a publicly listed Company.

Upon the Company being listed on August 26, 2025, the Corporate Identification Number (CIN) of the Company has been updated to L18100WB2005PLC106448 with effect from October 07, 2025.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31,2026 is summarized below:

(H In Million)
Particulars	Standalone		Consolidated
	March 31,2026	March 31,2025	March 31,2026	March 31,2025
Total Income	48,618.66	34,516.72	48,607.78	34,595.27
Profit before Interest, Depreciation and Tax (EBITDA) *	9160.68	4905.71	9166.20	4920.11
Less: Finance Cost	1,604.04	1546.57	1,605.60	1547.20
Less: Depreciation & Amortization Expenses	1,619.91	1559.80	1,620.10	1560.02
Other Income	584.33	362.19	585.27	360.74
Profit before exceptional items and tax	6,521.06	2161.53	6,525.77	2173.63
Add/(Less) : Exceptional Items	(56.15)	-	(56.16)	-
Profit/(Loss) before tax	6,464.91	2161.53	6,469.61	2173.63
Tax Expense	1,774.33	770.57	1,765.40	775.32
Profit/(Loss) after tax	4,690.58	1390.96	4,704.21	1398.31
Total Other Comprehensive Income (OCI)	(14.43)	(8.86)	72.81	(19.50)
Total Comprehensive Income	4,676.15	1382.10	4,777.02	1378.81
*excludes other income
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Consolidated Financial Performance

STATE OF COMPANY''S AFFAIRS

PERFORMANCE HIGHLIGHTS Standalone Financial Performance

During the year under review, your Company has recorded total income to the tune of H 48,618.66 million compared to H 34,516.72 million in the corresponding previous financial year, registering a significant increase of 40.86%.

During the year, your Company generated earnings before interest, depreciation and tax (EBITDA) of H 9160.68 million as compared to H 4,905.71 million in the previous financial year, registering a stupendous growth of 86.74%.

Profit after tax for the financial year 2025-26 stood at H 4,690.58 million as compared to the profit of H 1,390.96 million in the previous financial year, reflecting a remarkable increase of 237.22%.

Earnings Per Share (EPS) for FY 2025-26 stood at H 13.56, up from H 4.58 in FY 2024-25, an increase of 196.07%.

Your Company has recorded total income to the tune of H 48,607.78 million during the financial year 2025-26 compared to H 34,595.27 million in the corresponding previous financial year, registering a massive increase of 40.50%.

During the year, your Company generated earnings before interest, depreciation and tax (EBITDA) of H 9166.20 million as compared to H 4,920.11 million in the previous financial year, registering a significant growth of 86.30%.

Profit after tax for the financial year 2025-26 stood at H 4,704.21 million as compared to the profit of H 1,398.31 million in the previous financial year, registering a remarkable increase of 236.42%.

Earnings Per Share (EPS) for FY 2025-26 stood at H 13.60, up from H 4.60 in FY 2024-25, an increase of 195.65%.

OPERATIONAL HIGHLIGHTS

Your Company continued to strengthen its position as one of India''s leading solar PV module manufacturers and integrated

solar energy solution providers offering Engineering, Procurement and Construction ("EPC") and Operations and Maintenance ("O&M") services. During the year under review, the Company achieved significant operational growth with module production increasing to 3,220 MW and module sales increasing to 3,342 MW. As on March 31, 2026, the Company had an installed module manufacturing capacity of 9.5 GW across its manufacturing facilities located in West Bengal and Tamil Nadu. The Company continued to focus on technology advancement and product innovation and progressed towards a fully G12R-based module portfolio with continued emphasis on next-generation high-efficiency N-Type technologies.

Your Company continued to expand its domestic market presence during the year under review. As on March 31, 2026, the Company''s order book stood at 8.2 GW across diversified customer segments including IPP, Government, C&I and EPC businesses. During the year under review, the Company also crossed cumulative global shipments of 10 GW of solar modules, reinforcing customer confidence and strengthening its market footprint. Further, the Company made significant progress in execution of its integrated manufacturing expansion plans, including advancement of its 6 GW solar module manufacturing unit in Gangaikondan and cell manufacturing facility targeted for commissioning in FY 2026-27. To further deepen the integration level, your company also announced plans of setting up 12 GW wafer- ingot facility by FY 29-30.

During the financial year under review, EBITDA for the year stood at H 9,166.20 million as against H 4,920.11 million in the previous year, reflecting operational discipline, improved product mix, competitive raw material procurement and continued focus on cost optimisation initiatives. Your Company continued to focus on product quality, reliability and sustainability and featured for the eighth time in the KIWA PVEL Reliability Scorecard Top Performer list while also maintaining its Bloomberg NEF Tier-1 manufacturer status. The Company also received several recognitions and certifications during the year including ISO 14067 certification and EcoVadis Platinum Medal for sustainability excellence.

TRANSFER TO GENERAL RESERVE

Your Company does not maintain any general reserve. However, your Company has retained earnings of H 28,054.30 million as at March 31,2026.

BORROWINGS

The total borrowing stood at H 1000.73 million as at March 31, 2026 as against H 2306.67 million as on March 31, 2025 i.e. decrease of H 1305.94 million.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirements of Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

(''Listing Regulations''), the Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes is set out in Annexure I and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance together with the Auditors'' Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively, forming part of this Report.

DIVIDEND

Although, FY 2025-2026 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended March 31, 2026. The Dividend Distribution Policy of the Company is uploaded on the Company''s website at https://www.vikramsolar.com/investor-policies/

SHARE CAPITAL Authorised Share Capital

There was no change in the authorised share capital of the Company during the period under review.

Paid-up Share Capital

The Paid-up share capital of the Company was increased consequent to the Initial Public Offer (IPO) of the Company since 6,26,31,604 equity shares of face value of H10/- each were allotted on August 22, 2025 to the shareholders of the Company at share application price of H 332 ( including premium of H 322). The Post IPO paid-up share capital stood at H 361,71,70,310/- (divided into 36,17,17,031 equity shares of face value of H10/- each).

The Nomination & Remuneration Committee of the Company on November 14, 2025 have approved the allotment of 6,13,150 Equity Shares towards the exercise of vested Options under the Vikram Solar Employee Stock Option Plan 2021. Consequent to the aforesaid allotment, issued, subscribed and paid-up equity share capital of the Company stands increased from H 361,71,70,310/- (divided into 36,17,17,031 equity shares of face value of H10/- each) to H 362,33,01,810/- (divided into 36,23,30,181 equity shares of face value of H10/- each).

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2025-2026.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

The Company together with its subsidiaries is involved in Solar PV Module Manufacturing, Services and other allied activities. As on March 31,2026, your Company has Seven (7) subsidiaries and two (2) stepdown subsidiaries which are as follows:

Sl. No.	Name of the Company	Country of Incorporation	% as on March 31,2025	% as on March 31,2026
1	VSL Green Power Private Limited	India	100	100
2	Vikram Solar Foundation	India	100	100
3	VSL Powerhive Private Limited (formerly Vikram Solar Cleantech Private Limited )	India	100	100
4	VSL Recycle Services Private Limited (Formerly known as VCMPL Commercial Private Limited)	India	100	100
5	Vikram Solar Pte. Limited	Singapore	100	100
6	Vikram Solar US Inc	USA	100	100
7	Vikram Solar GmBH • Solarcode Vikram Management GmbH# • Solarcode Vikram Solarkraftwerk 1 GmbH & Co. KG#	Germany	100	100
# Solarcode Vikram Management GmbH and Solarcode Vikram Solarkraftwerk 1 GmbH & Co. KG are subsidiaries of Vikram Solar GmbH and step down subsidiary of Vikram Solar Limited

Subsequent to the end of the financial year and based on latest Audited Financial Statements, VSL Green Power Private Limited has become a Material Subsidiary of the Company pursuant to Regulation 16(1)(C) of SEBI Listing Regulations.

There are no associate or joint venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. During the year, no Company has ceased to be Company''s Subsidiary, joint venture or associate of the Company.

The “Policy on Material Subsidiary" is available on the Company''s website and may be accessed at the link https://www.vikramsolar.com/investor-policies/

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries in Form AOC-1 forms part of the consolidated financial statement. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Annual Financial Statements of each of the Subsidiaries are available on the Company''s website at www.vikramsolar.com.

The brief details and performance of subsidiaries during the year were as follows:

VSL Powerhive Private Limited

VSL Powerhive Private Limited (formerly known as Vikram Solar Cleantech Private Limited) was incorporated on April 9, 2019. The Company is engaged in the business of manufacturing products relating to battery energy storage systems, sale and supply of such stored and /or generated power and deal in all kinds of renewable energy battery modules, cells, accessories, solar power projects and hybrid systems.

During the financial year ended March 31, 2026, the Company recorded revenue from operations of H 10.26 million as compared

to no operational revenue in the previous year and reported a profit after tax of H 7.16 million as against a loss after tax of H 0.39 million in the previous year.

VSL Green Power Private Limited

VSL Green Power Private Limited was incorporated on November 19, 2019. The Company is engaged in the business of manufacturing, development and operation of renewable energy modules, cells, solar power projects and allied renewable energy solutions.

During the financial year ended March 31, 2026, the Company remained in the project development phase and accordingly did not generate operational revenue during the year, consistent with the previous year. The Company reported a loss after tax of H 0.30 million as compared to a loss after tax of H 0.52 million in the previous year.

Vikram Solar Foundation

Vikram Solar Foundation was incorporated on January 13, 2017 as a Section 8 Company. The Foundation is engaged in promoting clean energy technologies, research and development, training and skill development activities in the renewable energy sector.

During the financial year ended March 31, 2026, the Foundation recorded revenues of H 6.11 million as compared to H 3.68 million in the previous year and reported a loss after tax of H 0.76 million as against a profit after tax of H 0.05 million in the previous year.

VSL Recycle Services Private Limited

VSL Recycle Services Private Limited (formerly known as VCMPL Commercial Private Limited) was incorporated on March 23, 2023. The Company is engaged in recycling, trading and distribution activities, including renewable energy and related products.

During the financial year ended March 31, 2026, the Company did not undertake significant operational activities and reported a negligible revenue during the year as against revenue of H 0.10 million in the previous year and reported a loss after tax of H 0.09 million as compared to a loss after tax of H 0.02 million in the previous year.

Vikram Solar Pte. Ltd., Singapore

Vikram Solar Pte. Ltd., Singapore was incorporated on May 23, 2015. The Company is engaged in wholesale trading and related activities in renewable energy products and solutions.

During the financial year ended March 31, 2026, the Company did not record operational revenue during the year, similar to the previous year, and reported a profit after tax of H 3.84 million as compared to H 0.66 million in the previous year.

Vikram Solar US Inc., USA

Vikram Solar US Inc., USA was incorporated on July 20, 2015. The Company is engaged in the trading of solar modules and related renewable energy products in the United States market.

During the financial year ended March 31, 2026, the Company did not undertake revenue-generating operations as against revenues of H 675.80 million in the previous year and reported a loss after tax of H 1.95 million as compared to a profit after tax of H 5.01 million in the previous year.

Vikram Solar GmbH, Germany

Vikram Solar GmbH, Germany was incorporated on September 14, 2009. The Company is engaged in the manufacturing, trading and distribution of solar products and renewable energy solutions across the European market.

During the financial year ended March 31, 2026, the Company did not undertake revenue-generating operations and reported a loss after tax of H 3.62 million as compared to a loss after tax of H 0.52 million in the previous year.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has instituted the “Vikram Solar Employee Stock Option Plan 2021" (“ESOP 2021"), which was approved by the shareholders on February 24, 2022. The plan provides for the grant of up to 1,30,00,000 stock options of H 10/- each, in one or more tranches, to the permanent employees of the Company and its holding/ subsidiary/ group & associate Companies and Whole-time Directors of the Company. The Nomination and Remuneration Committee (“NRC") is responsible for administering and overseeing the implementation of this scheme.

The “Vikram Solar Employee Stock Option Plan 2021" (“ESOP 2021") reflects the Company''s commitment to fostering a high performance culture by aligning employee aspirations with organizational growth. This initiative is designed not only to attract and retain top talents but also to inspire long-term engagement by offering employees a meaningful stake in the Company''s future success. Stock options under this plan are awarded based on a well-defined performance evaluation framework, ensuring merit-

based recognition. The Nomination and Remuneration Committee (“NRC") is entrusted with the responsibility of evaluating, approving, and administering the grant of options in accordance with the scheme''s objectives. The valuation and allocation of options are determined and approved by the NRC.

The Nomination & Remuneration Committee (“NRC"), based on performance assessments, approved issuance of (1) 46,29,850 stock options to 283 eligible employees on September 24, 2024 by way of 1^st ESOP Grant, (2) 6,80,500 options to 27 employees on April 24, 2025 by way of 2^nd ESOP Grant and (3) 75,000 options to 2 employees on July 16, 2025 by way of 3^rd ESOP Grant. The Company further granted 17,22,000 options to a total of 97 eligible employees of Vikram Solar Limited, Holding Companies, Subsidiary Companies and Group Companies on December 16, 2025 as the 4^th ESOP Grant and again granted 3,30,000 options to one employee as 5^th ESOP Grant on March 20, 2026.

Consequent to the necessary approvals from the Stock Exchanges, 6,13,150 (Six Lakh Thirteen Thousand One Hundred and Fifty) Equity Shares were alloted on November 14, 2025 post exercise of vested Options from 1^st ESOP Grant under the Vikram Solar Employee Stock Option Plan 2021.

Disclosure as per SEBI (Share based employee benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations") and the Companies Act, 2013 relating to Employees Stock Option Scheme is available on the Company''s website and may be accessed at the link https://www.vikramsolar.com/ company-policies/

The additional detail of Stock Options are provided under Notes to Financial Statements. Your Company has received a certificate from Secretarial Auditor confirming implementation of plan in accordance with the SBEB Regulations and the same is set out as Annexure IV and forms part of the Annual Report.

During the year under review, there has been no change in the approved scheme, and the scheme is in compliance with the applicable regulations.

DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

INITIAL PUBLIC OFFERINGS (IPO)

During the financial year 2025-26, the Company has successfully completed its Initial Public Offering (IPO), marking a significant milestone in its transition to a publicly listed entity. The Company had filed its Draft Red Herring Prospectus with the Securities and Exchange Board of India (SEBI) and received the requisite approvals to proceed with the public issue from BSE Limited and The National Stock Exchange of India in May 2025.

The IPO was launched in August 2025 through the bookbuilding process and aggregated to approximately H 2,079 crore, comprising a fresh issue of equity shares aggregating up to

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Retirement/Change in designation/ Cessation Appointment of Directors:

During the year under review, the appointment of Mr. Sumit Binani (DIN: 01113411) as Non Executive Independent Director was approved by the Members of the Company at the Annual General Meeting (AGM) of the Company held on September 25, 2025.

Further, during the year under review, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and as ratified by the Members of the Company vide Postal ballot on February 20, 2026, have approved the following:

1. Appointment of Mr. Joginder Pal Dua (DIN: 02374358) as Non-Executive Independent Director for 5 (five) consecutive years commencing from December 01, 2025 till November 20, 2030 (both days inclusive).

2. Appointment of Mr. Suresh Gopinathan Menon (DIN: 09721950) as Non-Executive Director, liable to retire by rotation, w.e.f. December 01, 2025.

3. Re-appointment of Ms. Neha Agrawal (DIN: 05321461) as Whole time Director of the Company, liable to retire by rotation for a period of 3 consecutive years commencing from March 21, 2026 to March 22, 2029 (both days inclusive).

Re-appointment / Appointment of Directors at the Annual General Meeting

Subsequent to the closure of financial year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has approved the following re-appointments/appointment, subject to the approval of the Members at the ensuing Annual General Meeting:

1. Re-appointment of Ms. Ratnabali Kakkar (DIN: 09167547) as a Non-Executive Independent Director (Woman) for a second term of five consecutive years.

2. Re-appointment of Mr. Gyanesh Chaudhary (DIN: 00060387) as Chairman & Managing Director for a further period of three consecutive years.

3. Appointment of Mr. Sameer Nagpal (DIN: 06599230) as Whole-Time Director designated as “Whole-Time Director & Chief Executive Officer".

Key Managerial Personnel (KMP):

During the year under review, the Board has approved the following changes in the position of KMP based on the recommendation of the Nomination and Remuneration Committee w.e.f. March 20, 2026:

1. Appointment of Mr. Sameer Nagpal as the Chief Executive Officer of the Company.

H 1,500 crore and an offer for safe aggregating to approximately H 579 crore by existing shareholders. The price band for the issue was fixed at H 315 to H 332 per equity share.

The issue witnessed strong investor interest across categories, including qualified institutional buyers, non-institutional investors, and retail investors, and was significantly oversubscribed, reflecting robust market confidence in the Company''s business fundamentals and growth prospects in the renewable energy sector.

The equity shares of the Company were listed on the Bombay Stock Exchange and the National Stock Exchange of India on August 26, 2025 with premium. The Company has enhanced its capital base, improved financial flexibility and strengthened its market presence through the IPO.

The proceeds from the fresh issue are proposed to be utilized towards funding capital expenditure for expansion of manufacturing facilities, investment in technological advancements, repayment or prepayment of certain borrowings, and for general corporate purposes. The successful completion of the IPO has also reinforced the Company''s governance framework, transparency standards, and stakeholder engagement in line with the requirements applicable to listed entities.

MONITORING AGENCY REPORT

Pursuant to Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, India Ratings & Research Private Limited has been the Monitoring Agency for monitoring the utilisation of the IPO proceeds of the Company. The Monitoring Agency Reports submitted on a quarterly basis were periodically reviewed by the Audit Committee and the Board of Directors and were duly disseminated to the Stock Exchanges as required under the applicable regulations. The Company confirms that the utilisation of the IPO proceeds was in accordance with the objects stated in the Prospectus and there was no deviation or variation in the utilisation of the proceeds during the financial year under review.

CREDIT RATING

During the year under review, the Company has obtained credit ratings from two agencies for credit facilities of H 2700 Crores, namely from,

1. Acuite Ratings & Research Limited has upgraded the longterm rating to ''ACUITE A '' (read as ACUITE A) from ''ACUITE A'' (read as ACUITE A) and the short-term rating to ''ACUITE A1 '' (read as ACUITE A one plus) from ''ACUITE A1'' (read as ACUITE A one).

2. India Ratings & Research Private Limited has upgraded the long-term rating to ''IND A '' stable from ''IND A'' stable and the short-term rating to ''IND A1 '' from IND A1''.

These ratings reaffirm the Company''s financial strength and its ability to meet both long-term and short-term obligations in a timely manner.

2. Re-designation of Mr. Krishna Kumar Maskara, Whole time Director & Chief Executive Officer (Interim) to Whole time Director & Chief Operating Officer.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on March 31,2026:

1. Mr. Gyanesh Chaudhary, Chairman and Managing Director

2. Mr. Krishna Kumar Maskara, Whole time Director

3. Ms. Neha Agrawal, Whole time Director

4. Mr. Ranjan Kumar Jindal, Chief Financial Officer

5. Mr. Sameer Nagpal, Chief Executive Officer

6. Mr. Sudipta Bhowal, Company Secretary and Compliance Officer

Subsequent to the closure of financial year, Ms. Neha Agrawal stepped down from the position of Whole time Director of the Company w.e.f. May 07, 2026 and continues to hold the position of Senior Vice President, Corporate Strategy designated as Key Managerial Personnel of the Company. Further, Mr. Sameer Nagpal, Chief Executive Officer was appointed as the Whole time Director of the Company w.e.f. May 07, 2026 designated as Whole time Director and Chief Executive Officer.

Retirement by Rotation:

In accordance with Section 152[6] of the Companies Act, 2013, Mr. Suresh Gopinathan Menon (DIN: 09721950), Non - Executive Director is liable to retire by rotation in the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the resolution for reappointment of Mr. Suresh Gopinathan Menon for approval of the members of the Company as proposed vide Notice convening the 21^st AGM of the Company.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors/KMP to be appointed/re-appointed/re-designated, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations").

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required including proficiency to

discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI"), Ministry of Corporate Affairs (“MCA") or any other such statutory authority.

A certificate of Non-Disqualification of Directors furnished by M/s. A. K. Labh & Co., Company Secretaries as required under Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of Listing Regulations is attached as Annexure V.

NOMINATION AND REMUNERATION POLICY

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Remuneration Policy. There has been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the web link https://www.vikramsolar.com/investor-policies/

The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) and other Senior Management Personnel (SMP) of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an Independent Director, the person should fulfil the criteria of independence as prescribed under the Companies Act, 2013 and rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Whole-time Director and payment of sitting fee & commission to the NonExecutive Directors.

PERFORMANCE EVALUATION

In terms of the requirements of the Companies Act, 2013, the Nomination and Remuneration Committee of your Company has formulated and laid down the criteria for performance evaluation of the Board, it''s Committees and that of every Directors, including Chairman.

The Nomination and Remuneration Committee carried out evaluation of every director''s performance including Chairman, Board and its Committees. After taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee, the individual performance of all Directors [including the Independent Directors] was also carried out by the Board without the presence and participation of the Director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 for the year ended March 31, 2026 and confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed with no material departure;

(b) they 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 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 annual accounts had been prepared on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were operating effectively and subject to continuous improvement;

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

BOARD MEETINGS

The Board of Directors of your Company has met Ten [10] times during the year under review i.e. on April 24, 2025, July 16, 2025, August 12, 2025, August 21, 2025, September 09, 2025, October 16, 2025, December 16, 2025, January 20, 2026, March 11, 2026 and March 20, 2026.The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013. The name of the Directors and their attendance at the Board Meetings is provided in the Corporate Governance Report forming part of this Integrated Annual Report.

COMMITTEES

As on March 31, 2026, the following committees were in place:

i) Board Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee.

ii) Operational / Management Committees:

a) Executive Committee;

b) Legal & Tendering Committee; and

c) Banking Committee.

During the year, all recommendations of the Board Committees, which were mandatorily required, were accepted by the Board. Details of the composition, meetings and terms of reference of the Board Committees are provided in the Corporate Governance Report forming part of this Integrated Annual Report. The composition and terms of reference of the Board Committees are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV to the Companies Act, 2013, the Independent Directors had a separate meeting on March 20, 2026 without the attendance of non-independent Directors and members of management. All Independent Directors were present at the said meeting.

At the said meeting, the Independent Directors, inter-alia reviewed the following:

i) the performance of Non-Independent Directors, the Board as a whole and that of its committees.

ii) the performance of the Chairperson of the Company, considering the views of Executive Directors and Non -Executive Directors; and

iii) the quality, quantity and timeliness of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company, Management and the Board.

The name of the Directors and their attendance at the Meeting is provided in the Corporate Governance Report forming part of this Integrated Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to acquaint new directors with the business of the Company, we provide them last two years Annual Reports and relevant materials. In-addition to these, we also provide them guided audio-visual tour towards business of the Company. This helps them to gauge the production process, marketing strategy and overall business operation of the Company. The brief details of the familiarisation programme are available on the website of the Company at the link: https://www.vikramsotar.com/ investor-policies/

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Vigit Mechanism and a Whistle Blower Policy in place to enable its Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. Your Company is committed to adhere to highest standards of ethical, moral and tegat business conduct and to open communication, and to provide adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at https://www. vikramsotar.com/investor-poticies/

AUDITORS & AUDITORS'' REPORT Statutory Auditors

M/s. GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) had been appointed as Statutory Auditors of the Company at the 18^th AGM of the Company hetd on Juty 19, 2023, for a period of five consecutive years to hotd office from the conctusion of the 18^th AGM titt the conctusion of the 23^rd AGM of the Company to be hetd in the year 2028 on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutuatty agreed by the Statutory Auditors, in addition to the reimbursement of out-of-pocket expenses, as may be incurred by them for the purpose of audit. The Auditors'' Report and notes to the financiat statements are setf-exptanatory and therefore do not catt for any further comments/exptanation. The Report does not contain any quatification.

Cost Records and Cost Auditors

The Company is required to maintain cost records as specified by the Centrat Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rutes, 2014 and accordingty, such accounts and records are made and maintained by the Company. The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Bhattacharya Roy & Associates, Cost Accountants having Firm Regn. No 000184 Cost Accountants, as the Cost Auditors of the Company for the financiat year 2026-2027 for auditing the cost records of the Company retating to manufacturing of Sotar Modute.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payabte to the Cost Auditors, as approved by the

Board, is required to be ptaced before the Members in a generat meeting for their ratification and the same forms part of the Notice of the ensuing Annuat Generat Meeting.

M/s. Bhattacharya Roy & Associates has confirmed that they are free from any disquatifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and att other appticabte provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141(3)

(g) of the Companies Act, 2013. They have further confirmed their independent status and arm''s tength retationship with the Company. Att the records pertaining to cost audit were fited within the prescribed timetine.

Secretarial Auditors

The Board of Directors on the recommendation of the Audit Committee and approvat from the sharehotders in their 20^th Annuat Generat Meeting hetd on September 25, 2025, had appointed M/s Prateek Kohti & Associates, Company Secretaries (Peer Review No: 2042/2022) as Secretariat Auditors of the Company for a term of Five Financiat Years to conduct secretariat audit of the Company. The Secretariat Audit Report for the financiat year ended March 31,2026 is given in Annexure - VI hereto and forms part of the Directors'' Report. The Report is setf-exptanatory and do not catt for any comments.

There are no audit quatifications, adverse remarks or disctaimer in the respective reports of the Statutory Auditors, Cost Auditors and Secretariat Auditors for the year under review.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of att the appticabte comptiances as per the SEBI Regutations and Circutars/Guidetines issued thereunder.

The Annuat Secretariat Comptiance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock Exchanges within the stiputated time as mentioned in SEBI Circutar No. SEBI/H0/CFD/CMD1/CIR/P/2020/109 dated June 25, 2020 and the same is atso avaitabte on the website of the Company at https:// www.vikramsotar.com/annuat-secretariat-comptiance-report/

FRAUD

No fraud under Section 143(12) has been reported by any of the auditors to the management of the Company. Further, none of the Auditors of the Company has reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

CODE OF CONDUCT

A Code of Conduct as appticabte to the Board of Directors and Senior Management Personnet has been disptayed on the Company''s website at https://www.vikramsotar.com/ investorpoticies/. The Code requires Directors and Senior Management Personnet to avoid and disctose any activity or association that creates or appears to create a conftict between the personat interests and the Company''s business interests.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has put in place an adequate system of internal financial controls commensurate with the nature of its business and the size and complexities of its operations. The internal control procedures have been planned and designed to provide reasonable assurance of compliance with the various policies, practices and statutes in keeping with the organisations pace of growth and achieving its objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee.

Your Company operates in SAP, an ERP system, and has many of its accounting records stored in electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account.

Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system. Your Company has documented Standard Operating Procedures (SOPs) for procurement, project, capex, human resources, sales and marketing, finance and accounts and compliances and its manufacturing and logistic operation.

Approval of all transactions is ensured through a pre-approved Delegation of Authority (DOA) Schedule which is in-built into the SAP system. DOA is reviewed periodically by the management and compliance of DOA is regularly checked and monitored by the auditors.

Your Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialised issues like investments, property, FOREX are discussed in their respective internal committee meetings.

Your Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

Your Company in preparing its financial statements, makesjudgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

INTERNAL AUDIT

The Company has a strong and an independent internal audit function that inculcates global best standards and practices of international majors into the Indian operations. Internal Audit Department consists of professionally qualified accountants and engineers. The Auditor''s reports directly to the Chairman of Audit Committee. Internal Audit Department is continuously working towards enhancing the quality of its financial reporting, compatible with business ethics, effective controls and governance. The Company extensively practices delegation of authority across its team, which creates effective checks and balances within the system to arrest all possible gaps. The internal audit team has access to all information in the organisation - this is largely facilitated by centralised accounting system implementation across the organisation and the robust internal audit framework record, track and close internal audit observations on timely manner and reports to the Audit Committee in regular intervals.

Based on the recommendation of the Audit Committee, the Board at its meeting held on October 16, 2025 had appointed M/s Ernst & Young LLP as the Internal Auditors of the Company and they have performed the internal audit of the Company for the financial year 2025-2026.

At the start of the year, Internal Audit function prepares an Annual Audit Plan after considering business and process risks. The frequency of the audit is decided by risk ratings of areas/ functions. The audit plan is carried out by the internal team and reviewed periodically to include areas that have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company. The Audit Plan is quarterly reviewed by the Audit Committee. In addition, the Company uses services of external expert firms including reputed accounting firms to conduct audit of critical areas.

RISK MANAGEMENT

The Company follows the framework of Enterprise Risk Management (ERM) which brings together the understanding of the potential upside and downside of all those factors which can affect the organisation with an objective to add maximum sustainable value to all the activities of the organisation and to various stakeholders. The Company recognises that the emerging and identified risks need to be managed and mitigated to-

• protect its shareholders and other stakeholder''s interest,

• achieve its business objective and

• enable sustainable growth.

Pursuant to the requirement of Regulation 21 of the SEBI LODR Regulations and the Act, the Company has risk management framework in place. It has constituted a sub-committee of Directors by the name of Risk Management Committee to oversee Enterprise Risk Management framework to ensure resilience such that -

• Intended risks are taken prudently so as to plan for the best and be prepared for the worst

• Execution of decided strategies and plan with focus on action

• Un-intended risks like performance, incident, process and transaction risks are avoided, mitigated, transferred (like in insurance) or shared (like through sub-contracting). The probability or impact thereof is reduced through tactical and executive management, policies, processes, inbuilt systems controls, MIS, internal audit reviews etc

The Committee has framed the risk management framework covering the Key Risks of the Company that is approved by the Board. Basis the Key Risks, the Risk Register has been made and updated regularly.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies [Indian Accounting Standards] Rules, 2015 (''Ind AS'') form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which have occurred after the close of the financial year till the date of this Report, affecting the financial position of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

There are no significant or material orders passed by the regulators/courts/tribunals that could impact the going concern status of the Company and its future operations. However, members'' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 sub-section (3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 are annexed to this report as Annexure VII.

SUSTAINABILITY

The basic nature of the industry in which your Company belongs to is sustainable in nature and our production plants falls under white category as per the notification issued by the respective Pollution Control Board - WBPCB and TNPCB.

Even after that we have taken additional steps to manage any discharge that may occur during the process of manufacturing of PV Solar Modules and for those purposes, we have tied up with PCB authorised vendors for proper and adequate treatment of such residues.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as at March 31,2026 is hosted on the website of the Company at the link: https://www.vikramsolar.com/mgt7-annual-return-for-the-fy-2025-26/

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

The loans granted, guarantees provided, and investments made by the Company during the Financial Year ended March 31, 2026 were within the limits prescribed under Section 186 of the Companies Act, 2013. Further, the details of the said loans granted, guarantees provided, and investments made are provided in the Notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

All contracts or arrangements with the related parties, entered into or modified during the year under review, were on arm''s length basis and in the ordinary course of business. All such contracts or arrangements have been reviewed and approved by the Audit Committee.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is not applicable to the Company.

Members may refer to the notes to the Financial. Statements for details of related party transactions as required under disclosure norms of applicable Accounting Standards. The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Company''s website and may be accessed at the link https://www.vikramsolar.com/ investor-policies/

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

The Company''s Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act"). Internal Compliant Committee have also been set up to redress complaints regarding sexual harassment. The policy is posted on the Company''s website and may be accessed at the link https://www.vikramsolar.com/ company-policies/

The Company conducts sessions for employees across the organisation to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. All employees and Directors (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has complied with the provisions relating to The Constitution of Internal Complaints Committee under the POSH Act. During the year under review, no complaint regarding sexual harassment was received by the Internal Compliant Committee (ICC).

The Company is also registered under SHe-Box (Sexual Harassment electronic Box) portal, an on-line complaint platform launched by the Government of India. There is no Compliant registered in the Portal.

As per requirement of the POSH Act, your Company follows calendar-year for annual filing with statutory authority. The following is the summary of the complaints received and disposed of during the Calendar Year 2025:

Complaints	Complaints	Complaints pending as on
Received	Disposed	December 31,2025
0	0	0

There are no pending complaints as on March 31, 2026.

MATERNITY BENEFIT COMPLIANCE

During the year under review, your Company has duly complied with all applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to maternity leave, benefits, and workplace support. This compliance reflects the organization''s commitment to upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board and Committee Meetings (SS-1) and General Meetings (SS-2).

GOVERNANCE AND COMPLIANCE

The Secretarial and Legal functions of the Company ensure the maintenance of good governance within the organisation. They assist the business in functioning smoothly by being always compliant and providing strategic business partnership in the areas including legislative expertise, corporate governance, regulatory changes and group structure restructuring.

Your Company has maintained a cloud-based real time compliance management system ''TeamLease RegTrack'' for monitoring the compliances across its various plants, sites and offices.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the provisions of Section 125(2) of the Companies Act, 2013 are not applicable to the Company.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE AND ONE-TIME SETTLEMENT

An application dated February 10, 2025, has been filed under Section 9 of the Insolvency and Bankruptcy Code, 2016, as amended (“IBC") by Isitva Steel Private Limited (“ISPL") against the Company before the National Company Law Tribunal, Kolkata Bench, claiming an amount of H 94.41 million on the grounds of non-payment or partial payment of invoices raised by ISPL for completion of its work under a sub-contract awarded by the Company. The Company has made suitable fillings before the bench denying all the averments made by ISPL and praying for dismissal of the application. The matter is sub judice. Apart from this application, there is no proceedings against the Company under IBC Code.

There has not been any instance of one-time settlement of the Company with any bank or financial institution.

OTHER DISCLOSURES / REPORTING

There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4) Receipt of secured/unsecured loans from its directors.

5) Buy back of the equity shares.

6) Receipt of remuneration or commission by Managing Director or the Whole-time Directors of the Company from any of its subsidiary companies of the Company.

7) Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

INDUSTRIAL RELATIONS

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organisation.

CAUTIONARY STATEMENT

Statement in this Directors Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statement" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE POLICY

In line with the requirements of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors and Officers (D&O) Liability Insurance policy, which protects the Directors and Officers of the Company for any breach of fiduciary duty. The Board of Directors on an annual basis reviews the quantum of the D&O Insurance.

CEO AND CFO CERTIFICATION

In terms of Part B of Schedule II of Listing Regulations, the CEO/ MD and the CFO of the Company certify to the Board regarding review of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies, etc.

HEALTH, SAFETY AND WORKING ENVIRONMENT

Vikram Solar remains committed to ensuring a safe, healthy and secure working environment for all employees and

stakeholders across its operations. The Company follows a robust Environment, Health and Safety (EHS) framework focused on risk prevention, regulatory compliance and continuous improvement. Regular safety trainings, audits and awareness programmes are conducted to reinforce a strong safety culture and adherence to safe practices. The Company also leverages digital tools and monitoring systems to enhance workplace safety and operational efficiency. In addition to physical safety, the Company promotes employee well-being through various health initiatives, medical check-ups and wellness programmes, fostering a supportive and inclusive working environment.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to responsible growth by integrating social and environmental considerations into its business practices.

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. During the year, the Company continued to undertake CSR initiatives in key focus areas such as education, environmental sustainability, skill development, Protection of Indian Heritage, Art & Culture and community welfare, particularly in and around its areas of operation. These initiatives reflect the Company''s commitment to inclusive growth and sustainable development. The Company complies with the prescribed CSR obligations and endeavours to create a positive and lasting impact on society through its CSR programmes.

The Company has a CSR Committee and has adopted a CSR Policy, which can be accessed at https://www.vikramsolar.com/ policies-codes/. A report on Corporate Social Responsibility (CSR) is attached as Annexure VIII forming part of this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, which was amended from time to time. All Directors, employees and other designated persons and their relatives, who could have access to unpublished price sensitive information of the Company, are governed by this Code. The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. During the year under review there has been due compliance with the code.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee''s remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure IX.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

ANNEXURES FORMING PART OF THIS DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disctosed are annexed herewith and forms a part of this Report of the Directors:

Management Discussion & Anatysis Report	Annexure I
Corporate Governance Report	Annexure II
Certificate on Corporate Governance Audit Report	Annexure III
Certificate under SEBI (Share based emptoyee benefits and Sweat Equity) Regutations, 2021	Annexure IV
Non - Disquatification of Director Certificate	Annexure V
Secretariat Audit Report	Annexure VI
Conservation of Energy, Technotogy Absorption, Foreign Exchange Earnings & Outgo	Annexure VII
Report on CSR Activities	Annexure VIII
Particutars of Emptoyees	Annexure IX

GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities and Exchange Board of India and as a continuing endeavour towards ''Go Green'' initiative undertaken by the MCA, the Company proposes to send att the correspondences/communications including Notice

and Annual Report etc. to shareholders at their e-mait address already registered with the Depository Participants (“DPs") and Registrar and Share Transfer Agents ("RTA").

In view of the above, sharehotders who have not yet registered their emait addresses are requested to register the same with their DPs/ the Company''s RTA for receiving att communications, inctuding Annuat Report, Notices, Circutars etc. from the Company etectronicatty.

Your Board of Directors wish to ptace on record its sincere appreciation for the dedicated services rendered by the executives, staff and workers at att tevets for smooth functioning of att the facitities.

ACKNOWLEDGEMENT

Your Company has been abte to operate responsibty and efficientty because of the cutture of detegation, integrity, ethics, good governance and continuous improvement in att functions and areas as wett as the efficient utitisation of the Company''s resources for sustainabte and profitabte growth.

The Directors ptace on record its sincere appreciation for att the emptoyees at att tevets for their hard work, cooperation and dedication during the year under review. The Directors atso acknowtedge the support and assistance extended by Ministry of Commerce, Ministry of Corporate Affairs, Registrar of Companies (ROC), Regionat Directors (RD), Ministry of Power-Government of India, Sotar Energy Corporation of India Limited (SECI), Indian Renewabte Energy Devetopment Agency Limited (IREDA), The State Industries Promotion Corporation of Tamit Nadu Limited (SIPCOT), Tamit Nadu Etectricity Board, West Bengat State Etectricity Distribution Company Limited (WBSEDCL), Ministry of Industries-Tamit Nadu and West Bengat, The Ministry of New and Renewabte Energy (MNRE), State Governments of both West Bengat & Tamit Nadu, Fatta SEZ, WB HIDCO and other Government Departments, Banks, Financiat Institutions and Communities at targe, and took forward to having the same support in the years to come.