Fujiyama Power Systems Ltd Directors Report

Dear Members,

Your directors are pleased to present the 9^th Boards Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31,2026 ("FY-2026").

This is the first Boards Report of the Company following its Initial Public Offer ("IPO") and the listing of its equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred to as the "Stock Exchanges"). The Board is pleased to present an overview of the Companys performance, key developments and business operations during the financial year under review.

COMPANY OVERVIEW

Your Company operates in the Indian rooftop solar industry, manufacturing and supplying a comprehensive range of solar products including solar panels, inverters and batteries. With a focus on innovation and R&D, your Company has a history of developing various technologies, including its patented rMPPT technology and offers a wide product portfolio under "UTL Solar" and "Fujiyama Solar" brands. Our Company currently operates five manufacturing facilities (including Bawal Facility, where fire incident took place post closure of FY) with its distribution network across India with 950+ distributors, 6,800+ dealers and 1,150+ exclusive "Shoppe" franchisees.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

The financial highlights of your Company for the financial year ended 31^st March, 2026, and for the previous financial year ended 31^st March, 2025, are as follows;

Particulars	Amount (in Rs million)
	2025-2026	2024-2025
Revenue from Operation	26,545.06	15,406.77
Other Income	55.21	94.15
Total Income	26,600.27	15,500.92
Cost of Materials Consumed	20,278.43	11,215.41
Change in Inventories	(1,855.80)	(263.42)
Other operating expenses	824.36	466.59
Employee Benefit Expenses	1,123.56	698.68
Depreciation and Amortization Expenses	441.94	179.90
Finance Cost	435.98	268.25
Other Expenses	1,271.51	804.28
Total Expenses	22,519.98	13,369.69
Profit before Tax	4,080.29	2,131.23
Tax Expense
Current Tax	885.52	475.88
Income tax relating to earlier years	1.04	0.95
Deferred Tax	152.48	91.05
Total Tax Expenses	1,039.04	567.88
Profit for the Year	3,041.25	1,563.35
Earning Per Equity Shares
Basic ( Rs)	10.24	5.59
Diluted ( Rs)	10.21	5.56

OVERVIEW AND STATE OF AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

During the financial year under review, the Company continued to strengthen its business operations and financial position. The Companys total income increased from Rs 15,500.92 million in the previous financial year to Rs 26,600.27 million, while profit after tax increased from Rs 1,563.35 million to Rs 3,041.25 million during the year under review.

The Company continued to focus on strengthening its core operations, expanding its business presence and enhancing operational efficiencies. During the year, the Company undertook various initiatives towards supporting its business growth and long-term strategic objectives.

The Company remains focused on sustainable and profitable growth and will continue to pursue opportunities aligned with its business objectives, while maintaining a prudent approach towards operational and business risks.

A detailed discussion on the state of affairs, business operations, performance, industry outlook and future prospects of the Company is provided in the Management Discussion and Analysis ("MD&A"), forming part of this Annual Report.

TRANSFER TO RESERVE

During FY 2025-26, the Company has retained the profit for the year in Retained Earnings. The balance of Retained Earnings stood at Rs 5761.47 million as at March 31, 2026, as compared to Rs 2722.03 million as at March 31, 2025. No amount was specifically transferred to any other reserve during the financial year.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view of the continuous need of funds for the increased size of operations and tremendous growth opportunities which shall create value for the shareholders, has decided that it would be prudent not to recommend any dividend for the financial year 2025-26.

In accordance with the provisions of the Companies Act, 2013 and the Regulation 43A SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has framed and adopted a Dividend Distribution Policy, which is accessible at the website of the Company at https://www.utlsolarfuiivama.com/investor-relations/ governance/.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since, there was no Dividend declared and paid in the previous years, the provisions of Section 125 of the Act do not apply.

DETAILS PERTAINING TO SHARES IN THE SUSPENSE ACCOUNT

During FY 2026, There was no share which was lying in the unclaimed suspense account or any other escrow account.

SHARE CAPITAL

a) Status of listing of Equity Shares of the Company

The equity shares of the Company were listed on the Stock Exchanges on November 20, 2025 and are compulsorily tradable in electronic form. As on March 31,2026, entire (i.e. 100%) paid up share capital representing 306.41 Million Equity Shares of C1/- (Rupee One Only) each are in dematerialized form.

b) Authorised Share Capital

As on March 31, 2026, the authorised share capital of the Company is Rs1,250 Million divided into 1,250 Million equity shares of C1/- (Rupee One Only) each.

c) Allotment of Securities

During the year under review, 26.32 Million equity shares of face value of C1/- (Rupee One Only) each were allotted by the Company pursuant to the fresh issue made as part of the Initial Public Offer ("IPO"), at an Offer Price of C228/- (Rupees Two Hundred and Twenty Eight Only) per equity share including a share premium of C227/- (Rupees Two Hundred and Twenty Seven) per equity share, aggregating to approximately Rs6,000 million.

The IPO comprised a fresh issue of 26,315,789 equity shares by the Company and an offer for sale of 10,000,000 equity shares by the Selling Shareholders, aggregating to 36,315,789 equity shares.

Except as stated above, the Company has not issued or allotted any other equity shares or securities convertible into equity shares, or any shares with differential rights as to dividend, voting or otherwise, during FY 2025-26. Further, the Company has neither issued any sweat equity shares nor granted any stock options under any scheme during FY 2025-26.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31,2026.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

MATERIAL EVENT

> Initial Public Offer

During the year under review, the Company successfully completed its Initial Public Offer ("IPO"), comprising a fresh issue of equity shares by the Company and an Offer for Sale ("OFS") by the Selling Shareholders.

The key details of the IPO are set out below:

Particulars	Details
Total Issue Size	Rs8,280 million
Fresh Issue	26,315,789 equity shares of Rs 1 each aggregating to Rs 6,000 million
Offer for Sale	10,000,000 equity shares aggregating to Rs 2,280 million
Selling Shareholders	Pawan Kumar Garg - 5,000,000 equity shares; Yogesh Dua - 5,000,000 equity shares
Issue Price	Rs228 per equity share, including share premium of Rs 227 per equity share
Issue Period	November 13, 2025 to November 17, 2025
Anchor Investor Bidding	November 12, 2025
Listing Date	November 20, 2025

> Utilization of Proceeds of Initial Public Offer

The Company places before the Audit Committee, on a quarterly basis, the utilisation of the proceeds of the Fresh Issue from the IPO as part of the quarterly review of financial results. The Company has appointed CARE Ratings Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds.

The Company has received the quarterly Monitoring Agency Reports from CARE Ratings Limited for the quarters ended December 31, 2025, March 31, 2026 and June 30, 2026, dated February 12, 2026, May 14, 2026 and August 13, 2026, respectively. The Monitoring Agency Reports confirmed that there was no deviation or variation in the utilisation of the Fresh Issue proceeds from the objects stated in the Prospectus. The Company has submitted the requisite statements of deviation/variation and the Monitoring Agency Reports to BSE Limited and National Stock Exchange of India Limited, as applicable, in accordance with Regulation 32 of the SEBI Listing Regulations.

> Inspection and Seizure by Bureau of Indian Standards (BIS)

On 24 March 2026, inspection and search was conducted by Bureau of Indian Standards (BIS) at the Companys production facility located in Ecotech Extension-1, Greater Noida, Uttar Pradesh.

Upon conclusion of the inspection, BIS seized certain products worth Rs.24.50 million alleging that the Company is not in compliance with BIS standards.

Further, another inspection was carried out at the facility located in Bawal, District Rewari, Haryana on 28 April 2026 wherein goods worth Rs 19 million were seized by BIS on the above grounds. The Company has sought legal advice in this regard and, based on the legal advice as well as on management assessment, the Company believes it has adhered to all the requirements of the BIS Act, 2016 and that all the seized goods meet the standard requirements. The Company has filed its submission with BIS and awaiting further response in this regard.

EVENTS SUBSEQUENT TO THE END OF REPORTING FINANCIAL YEAR

> Allotment of Equity Shares pursuant to Employee Stock Option Scheme, 2023

The Company on 25 April, 2026 has allotted 490,828 (Four Lakh Ninety Thousand Eight Hundred Twenty- Eight) equity shares of face value Rs 1/- (Rupee One Only) each pursuant to the exercise of stock options granted under the Employee Stock Option Scheme, 2023 on the following terms:

1) 4,46,803 Equity Shares shall be allotted at an exercise price of Rs 91.03/- per share, comprising face value of Rs 1/- and a premium of Rs 90.03/- per share; and

2) 44,025 Equity Shares shall be allotted at an exercise price of Rs 175.34/- per share, comprising face value of Rs 1/- and a premium of Rs 174.34/- per share.

> Acquisition of Additional Equity Interest in Zayo Cables Private Limited and Zayo Energy Private Limited

The Company on May 07, 2026 acquired an additional 31% equity stake in each of Zayo Cables Private Limited and Zayo Energy Private Limited in which the Company already held a 19% equity interest. Pursuant to aforesaid acquisition, the Companys equity interest in each of the said companies has increased from 19% to 50%.

> Fire Incident at the Companys Bawal Manufacturing Facility

On 6 May 2026, a major fire broke out at one of the Companys production facility located in Bawal, District Rewari, Haryana. The incident resulted in damage to building structures, machinery, inventory and other assets with an estimated carrying value of C 1,435.81 million. The Company has adequate insurance coverage and has lodged insurance claim with insurer. The event does not impact the Companys ability to continue as a going concern. Management has implemented a contingency plan to maintain supply chain stability. Production requirements will be met through third- party procurement until the facility or other alternate production arrangement.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As at March 31,2026 the Company did not have any Subsidiary, Joint Venture or Associate Company.

Subsequent to the end of the reporting period, the Company acquired a 31% equity interest in each of Zayo Cables Private Limited and Zayo Energy Private Limited, thereby increasing its equity interest from 19% to 50% in each of the aforesaid companies. Consequently, both companies became Associate Companies of the Company.

DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

During the financial year under review, the Company has not granted any loans, provided any guarantees or securities, or made any investments covered under Section 186 of the Companies Act, 2013. Accordingly, no transactions requiring disclosure under Section 186 were undertaken by the Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In accordance with the requirements of the Companies Act, 2013 ("Act") and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, which is intended to ensure appropriate reporting, approval and disclosure processes in respect of transactions with Related Parties. The Policy is available on the Companys website at https://www. utlsolarfuiivama.com/investor-relations/disclosures-under-46/.

During the financial year ended 31 March 2026, all contracts, arrangements and transactions entered into by the Company with its Related Parties were in the ordinary course of business and on an arms length basis.

Further, there were no contracts or arrangements entered into by the Company during the financial year under review which fall within the purview of Section 188 of the Act and require disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 is not applicable to the Company for the financial year ended 31 March 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF THE COMPANYs OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators, courts or tribunals impacting the going concern status and the companys operations in future during the financial year ended March 31,2026.

ANNUAL RETURN

In terms of Section 92(3) read with Section 1 34(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the draft Annual Return of the Company in Form MGT-7 for the financial year ended on as on March 31, 2026 is available on the website of the Company at https://www.utlsolarfuiiyama.com/investor- relations/disclosures-under-46/.

EMPLOYEES STOCK OPTION PLAN (ESOP)

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the Employees Stock Option Schemes.The Company has instituted the "Employee Stock Option Plan 2023" ("ESOP 2023"), which was approved in the Annual General Meeting of the Company by the shareholders on 30^th September 2023 and subsequently amended by the Board and approved by the Members on March 06, 2026.

ESOP 2023 provides for the grant of upto 62,50,000 (Sixty-Two Lakhs Fifty Thousand Only) Employee Stock Options of Rs1/- each, in one or more tranches, to the eligible employees of the Company. The Nomination and Remuneration Committee (NRC) is responsible for administering and overseeing the implementation of this scheme. The NRC is entrusted with the responsibility of evaluating, approving, and administering the grant of options in accordance with the schemes objectives. The valuation and allocation of options are determined and approved by the NRC.

Disclosure as per SEBI (Share based employee benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 relating to employees Stock Option Scheme is available on the Companys website and may be accessed at the link https:// www.utlsolarfuiiyama.com/investor-relations/disclosures- under-46/esop-scheme/ .

The details of ESOP options granted and exercised have also been disclosed in Note 47 to the Financial Statements respectively forming an integral part of this Integrated Annual Report.

In terms of Regulation 13 of SEBI ESOP Regulations 2021, the Certificate from M/s. Raghav Bansal & Associates, would be placed before the shareholders at the forthcoming AGM.

CORPORATE GOVERNANCE REPORT

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders, focus on fairness, transparency and business needs of the organisation. The Company continues to be compliant with the requirements of Corporate Governance as stipulated in Listing Regulations. In terms of Regulation 34 read with Schedule V of Listing Regulations, the Corporate Governance Report including a certificate from M/s Raghav Bansal & Associates, a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance has been provided in this Annual Report

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) highlight the Companys adherence to the principles outlined in the National Guidelines on Responsible Business Conduct The Company actively promotes its suppliers, partners, and other stakeholders in adopting these principles.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report ("BRSR"), outlining the Companys initiatives and performance from an environmental, social and governance (ESG) perspective, forms integral part of this Annual Report and is also available on the Companys website at https://www.utlsolarfuiiyama.com/investor- relations/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year 2025-26 forms an integral part of this Annual Report and is presented in a separate section thereof.

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

Information as required under Section 134(3)(m) on conservation of energy, Technology Absorption and Foreign exchange Earning and outgo stipulated under section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure A.

INTERNAL FINANCIAL CONTROL

The Company recognizes internal controls as a key element of good corporate governance, facilitating effective management through a structured framework of checks, balances, and accountability. Considering the nature, scale, and complexity of its business operations, the Company has established a comprehensive internal control system designed to safeguard assets, ensure operational efficiency, promote compliance with applicable laws and regulations, and support reliable financial reporting.

The internal control framework is supported by a clearly defined organizational structure, well-documented policies and procedures, an established Financial Delegation of Authority, information technology governance policies, and a comprehensive Code of Conduct. These controls are reinforced through appropriate management information and monitoring mechanisms to ensure adherence to approved processes and regulatory requirements.

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Company has instituted adequate internal financial controls commensurate with its business requirements and has taken measures to ensure their effective operation. The adequacy and effectiveness of these controls are periodically reviewed by the management as well as the independent Internal Auditors.

The Internal Auditors conduct regular audits to evaluate the effectiveness of internal controls, compliance with applicable laws, regulations, and internal policies, and to identify opportunities for process improvement and risk mitigation. Significant audit observations, recommendations, and the status of corrective actions are periodically placed before the Audit Committee and senior management for review and oversight.

M/s. S N Dhawan & CO LLP, the Statutory Auditors, have audited the financial statements presented in this Integrated Annual Report. As part of their audit, they have affirmed the adequacy and operating effectiveness of the Companys internal controls over financial reporting, in accordance with the requirements of Section 143 of the Act, as of March 31,2026.

Further details on the Companys internal control mechanisms and their adequacy are provided in the Management Discussion and Analysis section of this Integrated Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that for the financial year ended March 31,2026:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31,2026 and of the profit of the company for the period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

AUDITORS AND AUDITORS REPORT

Statutory Auditors and their report

In terms of Section 139 of the Companies Act, 2013, read with the Rules made thereunder, M/s. S.N. Dhawan & Co LLP, Chartered Accountants (Firm Registration No. 000050N/ N500045), was appointed as Statutory Auditors of the Company at the 7^th Annual General Meeting ("AGM") , for a term of five years to hold office till the conclusion of 12^th AGM to be held in year 2029-30, at such remuneration, including out of pocket expenses and other expenses, as may be mutually agreed by and between the Board of Directors and the Statutory Auditors.

The Statutory Auditors have confirmed that they are not disqualified from being appointed or continuing as the Statutory Auditors of the Company under the provisions of the Companies Act, 2013 and the rules made thereunder and are eligible to hold office as Statutory Auditors of the Company.

The Statutory Auditors Report on the financial statements for the financial year under review forms part of this Annual Report. The report is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer. Accordingly, no explanation or comment by the Board is required in respect of any qualification, reservation, adverse remark or disclaimer under Section 134(3)(f) of the Companies Act, 2013.

Secretarial Auditors and their report

In terms of Section 204 of the Companies Act, 2013, read with the Rules made there under, M/s. Raghav Bansal & Associates, Company Secretaries, was appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year ended March 31,2026.

The Secretarial Audit Report in Form MR-3, as received from M/s. Raghav Bansal & Associates, Company Secretaries, for the financial year ended 31 March 2026, is annexed to this Report as Annexure B and forms an integral part of this Annual Report. The Boards comments/explanations on the observations made by the Secretarial Auditors in their Report are provided in Annexure C.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s Raghav Bansal & Associates, Company Secretaries (Firm Registration Number : S2015DE314700), a peer reviewed firm of Company Secretaries in practice, as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years from FY 2026-27 to FY 2030-31 subject to approval of shareholders of the Company at the forthcoming AGM. Brief details on the proposed appointment of secretarial auditors are separately disclosed in Notice of forthcoming AGM.

Internal Auditors and their report

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, Mr. Rohit Garg was appointed as an Internal Auditors of the Company to conduct the Internal Audit for Financial Year 2025-26.

The Internal Audit Report for the financial year 2025-26, as received from the Internal Auditor, was duly considered and reviewed by the Management and the Audit Committee of the Company.

No fraud has been reported by the Internal Auditor during the financial year under review. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

The Board has re-appointed Mr. Rohit Garg as the Internal Auditors of the Company for the financial year 2026-27.

Cost Auditors and their report

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had appointed M/s. Chandra Bhushan Kumar & Co, Cost Accountants (Firm Registration. No 002885), as Cost Auditors of the Company for conducting the audit of cost records of the Company for the Financial Year 2025-26.

The Cost Audit Report for Financial Year 2025-26 does not contain any qualification, reservation, disclaimer or adverse remark, therefore no disclosure is required under Section 134(3) (ca) of the Act.

The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, as applicable to the Company.

Further, the Board of Directors has re-appointed M/s. Chandra Bhushan Kumar & Co., Cost Accountants (Firm Registration No. 002885), as the Cost Auditors of the Company for the financial year 2026-27, subject to the ratification of their remuneration by the Members at the ensuing Annual General Meeting, in accordance with Section 148(3) of the Companies

Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Rule 14 specifically provides for Audit Committee recommendation, Board approval and subsequent shareholder ratification of the Cost Auditors remuneration where an Audit Committee is required.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

During the year under review, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Secretarial Standards

During the year under review, your Company has adhered with all the applicable provisions of Secretarial Standards with respect to meetings of the Board of Directors (SS-1) and General meetings (SS-2) issued by the Institute of Company Secretaries of India as prescribed under the provisions of Section 118(10) of the Act.

LISTING ON STOCK EXCHANGES

The Companys shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31,2026, your Companys Board had six Directors, including Executive and Non-Executive Directors and one woman independent director. The Details of Directors and Key Managerial Personnel (KMPs) as on March 31,2026 are as follows:

Name of Director/ KMP	Date of Appointment	Designation
Mr. Pawan Kumar Garg	29/11/2017	Chairperson & Joint Managing Director
Mr. Yogesh Dua	29/11/2017	CEO & Joint Managing Director
Mr. Sunil Kumar	27/11/2024	Non-Executive Director
Ms. Sonia Bansal Arora	03/10/2024	Independent Director
Mr. Manav Sheoran	27/11/2024	Independent Director
Mr. Rajesh Kumar Choudhary	27/11/2024	Independent Director
Mr. Prashant Gupta	27/11/2024	Chief Financial Officer
Ms. Mayuri Gupta	02/05/2025	Company Secretary

Change in Directorship and KMP

During the period under review, Mr. Rakesh Kumar tendered his resignation from the position of Company Secretary of the Company due to personal reasons and Ms Mayuri Gupta was appointed as Company Secretary and KMP of the Company w.e.f. May 02, 2025.

Except as stated above there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

Brief profile, nature of expertise, details of directorship held in other companies, Chairmanships/membership of Board Committees, shareholding in the Company held by the Directors and relationship with Directors inter-se and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (SS-2) relating to the Director proposed to be re-appointed at the 9^th AGM is annexed to the notice convening the said AGM.

Director(s) liable to retire by rotation as per Section 152 of the Act

In terms of the provisions of Section 152 of the Act read with rules made there under and Articles of Association of the Company and provisions of the Act, Mr. Sunil Kumar (DIN: 09824459) Director of the Company, is liable to retire by rotation at the forthcoming AGM and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment for consideration by the members of the Company at the forthcoming AGM.

COMMITTEES OF THE BOARD

The composition, terms of reference, powers, roles and responsibilities of the various Committees of the Board, along with the details of their meetings and attendance during the financial year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual performance evaluation process of the Board of Directors, individual Directors (including the Chairperson) and its Committees for the Financial Year ended March 31,2026 was conducted internally in accordance with the provisions of the Act. This evaluation was based on a structured questionnaire which cover various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, participation at meetings, Members strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

The Nomination and Remuneration Committee also reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. The outcome of the performance evaluation was presented to the Board of Directors of the Company and key outcomes; actionable areas are discussed and acted upon.

The Independent Directors at meeting held on 07.11.2025 review the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after 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 Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director

being evaluated A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms a part of this Annual Report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION

Pursuant to the provisions of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has adopted, on the recommendation of the Nomination and Remuneration Committee, a Nomination and Remuneration Policy which, inter alia, sets out the criteria for appointment, qualifications, positive attributes and independence of Directors, as well as the framework for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel including the recommendation of remuneration payable to Key Managerial Personnel and Senior Management Personnel and the related disclosure requirements.

The policy is accessible at the website of the Companys at https://www.utlsolarfuiivama.com/investor-relations/ governance/.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), is annexed as Annexure D and forms an integral part of this Boards Report. The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) and Rule 5(3) of the Rules, is provided in a separate annexure forming part of this Boards Report. However, in terms of the provisions of Section 136 of the Act, the Integrated Annual Report is being sent to the members of the Company, excluding the said annexure. The said annexure is available for inspection by the members at the Registered Office of the Company during working hours of the Company i.e. on Monday - Friday on 11:00 a.m. to 5:00 p.m. (IST).

Any member interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at investor@UTLSolarfuiiyama.com

Declaration by an Independent Director(S)

Pursuant to Section 149(7) of the Act and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all Independent Directors confirming the following -

a. that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended from time to time and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that 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 and that they are independent of the Management

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

d. they are not debarred from holding the office of director under any SEBI order or any other such authority.

DISCLOSURE UNDER SECTION 197(14) OF ACT

The Managing Directors of the Company are not receiving any remuneration or commission from the holding Company or subsidiary company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as duly amended, provisions of Corporate Social Responsibility are applicable on the Company and accordingly, the Company has a CSR Policy in line with Schedule VII of the Act.

The Company is committed towards increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. The Board of Directors in consultation with the CSR Committee of the Company oversee and monitor the CSR initiatives and give preference to the local area and areas around it where it operates for spending the amount earmarked for Corporate Social Responsibility activities.

The CSR Committee also formulates and recommends to the Board of the Company, CSR Annual Action Plan (AAP) in pursuance to its Policy. The CSR Policy & AAP of the Company is available on the Companys website at https://www. utlsolarfuiivama.com/investor-relations/governance/.

The CSR liability for the financial year ended March 31, 2026 was Rs 2,04,80,340/- and the Company had spent and utilised an amount of C 2,04,80,340/- on CSR Activities specified in Schedule VII of the Act. The Annual Report on our CSR activities for the financial year ended March 31, 2026 is set out in Annexure E to this Report.

RISK MANAGEMENT POLICY

In compliance with the provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee (RMC) of the Board. The Committee is entrusted with the responsibility of assisting the Board in overseeing the Companys risk management framework and ensuring that robust systems are in place for identifying, assessing, and mitigating various risks. The risk management framework is effectively implemented across the organization at multiple levels. The Risk Management Policy, formulated after comprehensive assessment of internal and external risk factors—including financial, operational, sectoral, cyber security, regulatory compliance, and business continuity risks—provides a structured and proactive approach to managing risk. The RMC periodically reviews the Companys risk exposure and ensures that appropriate mitigation strategies are in place. The policy on Risk Management Policy is placed on the Companys website at https://www.utlsolarfuiiyama.com/ investor-relations/disclosures-under-46/.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM (WHISTLE BLOWING)

Pursuant to Section 177(9) of the Companies Act, 2013 read with rules made thereunder, and Regulation 22 of SEBI Listing Regulations the Company has a Vigil Mechanism/Whistle Blower Policy which has been communicated within the organization to eliminate and help prevent malpractices, to investigate and resolve complaints, to take appropriate action to safeguard the interests of the Company, and to ensure that the whistleblower is protected. The details of vigil mechanism as provided in the Whistle Blower Policy has been disclosed in the Corporate Governance Report forming an integral part of this Boards Report. This said Policy is accessible on the Companys website at https://www.utlsolarfuiiyama.com/investor-relations/ governance/.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention, Prohibition & Redressal against Sexual Harassment of Women (POSH) at Workplace as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 This policy provides for prevention and redressal of complaints of sexual harassment and incidental matters and is accessible on the Companys website at https://www. utlsolarfuiiyama.com/investor-relations/governance/.

The Company is committed to provide a safe, secure and inclusive work environment for all its employees and maintains a zero-tolerance approach towards any form of sexual harassment at the workplace. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has implemented a robust framework for the prevention, prohibition and redressal of sexual harassment. To promote awareness and foster a respectful workplace culture, the Company conducts regular sensitisation and training programmes across its locations, ensuring that employees are informed of their rights, responsibilities and the mechanisms available for addressing grievances.

As per the said Policy, an Internal Complaint Committee (ICC) had been constituted to redress the complaints received regarding sexual harassment under the POSH Act. The following is the summary of sexual harassment complaints received and disposed-off by the ICC during the year under review:

Particular	Count
1. Number of Complaints received	NIL
2. Number of Complaints disposed off	NIL
3. Number of Complaints pending for disposal	NIL

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, and has extended maternity leave and other statutory benefits to eligible women employees in accordance with the requirements of the Act. The Company remains committed to fostering a safe, healthy, and inclusive workplace and ensuring that all benefits and protections available to women employees under the applicable laws are duly provided.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

During the year under review, there was no instance of any onetime settlement with any bank or financial institution.

CAUTIONARY STATEMENT

The information in the Annual report describing the Companys objectives and projections may constitute forward looking statements within the meaning of applicable rules, laws and regulations. Although, the actual results may differ.

ACKNOWLEDGEMENT

The Board of Directors would like to express its heartfelt appreciation for the outstanding contributions of the Companys employees. Their steadfast commitment, relentless efforts, and alignment with the Companys objectives have played a crucial role in driving the Companys growth and success. The accomplishments of the Company are a reflection of the skill, dedication, teamwork, and unity demonstrated by employees across all levels.

The Board also extends its sincere thanks to our esteemed customers, dealers, distributors, franchise partners, vendors, and other business associates for their unwavering trust and continued partnership. We are equally grateful to the local communities around our plant locations for their cooperation and goodwill, which have significantly supported our ongoing development and operations.

As we move forward, we remain confident in the continued support of all our stakeholders in achieving our long-term vision and strategic goals.

The Board further acknowledges with gratitude the consistent support and cooperation extended by the Government of India, State Governments, regulatory bodies, financial institutions, and our valued shareholders, whose encouragement has been vital to the Companys sustained progress.