Vikram Solar Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 18^th Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended 31 March, 2023.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31 March, 2023 is summarised below:

( in Million)

Particulars	STANDALONE		CONSOLIDATED
	31 March, 2023 31 March, 2022		31 March, 2023 31 March, 2022
Total Income	20,266.16	17,132.81	20,919.11	17,430.48
Profit before Interest, Depreciation & Tax (EBITDA)	2,019.80	659.34	2,048.59	714.14
Less: Finance Charges	1,234.44	1,028.74	1,220.48	1028.74
Less: Depreciation	639.19	479.21	639.37	479.80
Profit before exceptional Items & Tax	146.17	(848.61)	188.74	(794.40)
Profit before Tax	146.17	(848.61)	188.74	(794.40)
Tax expenses	19.18	(247.18)	43.83	(164.99)
Net Profit after Tax	126.99	(601.43)	144.91	(629.40)
Total Other Comprehensive Income (OCI)	36.14	25.90	(5.83)	(1.84)
Total Comprehensive Income	163.13	(575.53)	139.08	(631.24)

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.

PERFORMANCE HIGHLIGHTS Standalone Financial Performance:

During the year under review, your Company has recorded total income to the tune of 20,266.16 million compared to 17,132.81 million in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation, and tax (EBITDA) of 2,019.80 million as compared to 659.34 million in the previous financial year. Net Profit for the financial year 2022-23 is 126.99 million as compared to the loss of (601.43) million in the previous financial year.

Consolidated Financial Performance:

Your Company has recorded total income to the tune of 20,919.11 million during the financial year 2022-23 compared to 17,430.48 million in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBITDA) of 2,048.59 million as compared to 714.14 million in the previous financial year.

Net Profit/ (Loss) for the financial year 2022-23 is 144.91 million as compared to the loss of (629.40) million in the previous financial year.

OPERATIONAL HIGHLIGHTS

Your Company is one of the top 5 module manufacturers in India producing solar photo-voltaic ("PV") modules and is also an integrated solar energy solutions provider offering engineering, procurements, and construction ("EPC") services, and operations and maintenance ("O&M") services. Further, your Company had market share of approximately 17%* amongst the top 5 module manufacturers (calculated as a percentage of operational modules capacity) with 3.5 GW of installed manufacturing capacity for solar PV modules.

Your Company continue to manufacture latest technology modules and be the flag bearer for introducing the same for Indian manufacturers. We always are in the forefront of creating new technologies in solar PV manufacturing and continuously strive to push our limit by enhancing our capacity, diversifying our product range and disseminating our innovations to customers across the globe. During the year under review, our product development team developed new modules like M10 144/ 120/ 108 Cell Bifacial n-TOPCon Module, M10 108 Cell Monofacial Black Module, G12 120 Cell Monofacial Module, G12 120 Cell Bifacial Module, G12 132 Cell Monofacial Module, G12 132 Cell Bifacial Module, amongst others which has increased Companys module portfolios into manyfold.

Your Company is continuously working on expanding its export market and global footprint and have built up a huge pipeline of order book having multiyear supplies requirements in the US. Your Company have supplied solar PV modules to its customers in 32 Countries.

Among other module supply orders, your Company also secured a single module supply order of 350MW from a leading Independent Power Producer (IPP) in the US which once executed will further strengthen Companys presence in the US. Further, a module supply order of 2,000 MW was secured from a leading IPP from India, having multi-year supplying timelines.

During the year under review, your Company successfully commissioned amongst others 250 MW solar plant for NTPC at Nokhra Rajasthan, 56 MW Solar Plant for NTPC at Kawas Gujarat, 31 MW Ground Mounted Solar Plant for Dalmia Group at Lanka Assam & Ariyalur Tamil Nadu under EPC Contract.

During the year, we have expanded our distributor network from 39 to 45 and reseller network from 70 to 244 to further strengthen our market presence and reach. We have implemented cost optimisation measures to reduce landing prices for customers. Furthermore, we have redesigned our distributor engagement plan with simple business processes, digital marketing support, and an efficient rewards and recognition programme. These initiatives will help us strengthen our relationship with our distributors. Your Company is deeply ingrained Cost optimisation measures in its operational strategy, proactively identify areas for improvement and swiftly implement optimisation measures to enhance efficiency and maximise value. During the year, Falta Phase 2 have been upgraded from 400MWp to 1500MWp which will help the Company a direct saving of 4000KWh per MWp production. During design of new line capacity at Falta, we also have made centralized chiller system for process cooling water (PCW), which will further save about 13 lac units of electricity per year. In Chennai Unit, your Company have made optimization of equipments like Chillers, Compressors and production equipments based on Production planning which are giving approximately 14 lakh units saving in electricity consumption per year.

Your Company have been featured in the prestigious Fortune Indias Next 500 list 2023, which recognises Indias fastest growing mid-sized companies, as the only solar module manufacturing company. We also have featured as a Top Performer in the PVELs PV module reliability scorecard for the fifth consecutive year and the sixth time in the last seven years.

*as of March 31, 2023 Source- JMK Research at https:// jmkresearch.com/wp-content/uploads/2023/04/Indias- Photovoltaic-Manufacturing-Capacity-Set-to-Surge-

April-2023.pdf

RESERVES

Your Company does not maintain any general reserve. However, your Company has retained earnings of 1,031.98 million.

BORROWINGS

The total borrowing stood at 7,377.87 million as at 31 March, 2023 as against 7,031.07 million as on 31 March, 2022, i.e. increase of 346.80 million.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes is set out in ‘Annexure - 1 and forms part of this Report.

DIVIDEND

The Board of Directors of your Company have not recommended any dividend for the financial year 202223 keeping in mind the requirement of fund to support the expansion and growth of the Company.

DIVIDEND DISTRIBUTION POLICY

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the Board of Directors of your Company at their meeting held on 19 February, 2022, had adopted the Dividend Distribution Policy and has been displayed on the Companys website at link https://www.vikramsolar.com/policies-codes/ and is also set out in ‘Annexure - 2 and forms part of the Report.

CREDIT RATING

During the year under review, Acuite, the rating agency, has assigned the long-term rating of ACUITE A(-) and the short term rating of ACUITE A2(+) to the Company. The outlook is Negative.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in Directors

i) Appointment/ Re-appointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 15 February, 2023 appointed Mr. Subramanya Krishnappa (DIN: 00730656) as an Independent Director of the Company for a term of five consecutive years commencing from 15 February, 2023 to 14 February, 2028 and the members vide their meeting held on 18 March,

2023 confirmed his appointment. Further, the Board upon the recommendation of the Nomination and Remuneration Committee has appointed the Chief Executive Officer (CEO) Mr. Ivan Saha (DIN: 10065518) as a Whole-Time Director and also re-designated Mr. Gyanesh Chaudhary (DIN: 00060387) as the Chairman cum Managing Director at their meeting held on 10 March, 2023 and the members vide their meeting held on 18 March, 2023 confirmed such appointments.

Mr. J.P Dua (DIN: 02374358) has resigned as the Independent Director of the Company w.e.f 30 November, 2022 and Mr. Hari Krishna Chaudhary (DIN: 01744503) has resigned and re-designated as the Chairman Emeritus w.e.f 10 March, 2023. ii) Retirement by Rotation

In accordance with Section 152(6) of the Companies Act, 2013, Ms. Neha Agarwal (DIN: 05321461), Wholetime Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Ms. Neha Agarwal (DIN: 05321461). Item seeking approval of members is included in the Notice convening the 18^th Annual General Meeting of the Company.

Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors under section 149(7) of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The Board have taken on record the declarations after undertaking the due assessment of the same.

Changes in Key Managerial Personnel (apart from Managing Director/ Whole-time Director)

Resignation and appointment of Chief Executive Officer and Company Secretary

During the year under review, Mr. Saibaba Vutukuri stepped down from the position of Chief Executive Officer of the Company w.e.f 20 June, 2022 and Mr. Sudip Chatterjee has stepped down from the position of Company Secretary w.e.f 16 March, 2023.

Mr. Ivan Saha has been appointed as the Chief Executive Officer of the Company w.e.f 27 June, 2022 based on the recommendation of the Nomination and Remuneration Committee and consequent approval of the Board of Directors vide their meeting held on 2 July, 2022.

Mr. Sudipta Bhowal, a Fellow Member of the Institute of Company Secretaries of India (ICSI) having FCS No. 5303, Law Graduate (LL.B.) and Postgraduate in Business

Administration (PGDBA) and holding the prescribed qualification under Rule 2 (1) of the Companies (Appointment and Qualifications of Secretary) Rules 1988, has been appointed as the Company Secretary & Compliance Officer of the Company (being Key Managerial Personnel) with effect from 27^th day of June 2023 along-with his role as the Head- Compliance & Trademark of the Company.

NOMINATION AND REMUNERATION POLICY

Company firmly believes that it needs to structure remuneration of its people in a manner that is both competitive and satisfies the needs of its people who are its real assets. Nomination and Remuneration Policy is, therefore, designed to achieve this vision. The Policy has been approved by the Board on the basis of the recommendation of the Nomination and Remuneration Committee. This Policy is applicable to Directors, Key Managerial Personnel, and other employees of the Company. This Policy is aimed to attract, retain and motivate highly qualified members for the Board and other executive level and to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant regulations of the Act. The Nomination and Remuneration Policy is appended as ‘Annexure 3 to this Report and is also available on your Companys website at https://www.vikramsolar.com/ policies-codes/

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary & Compliance Officer in this regard.

PREFORMANCE 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, its Committees and that of every Directors, including Chairman.

The Nomination and Remuneration Committee carried out evaluation of every directors performance including

Chairman, Board and its Committees. After taking into consideration of 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.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a collective body which is well engaged with different perspectives. The Board Members from different backgrounds add value towards the Boards discussions. It was also noted that the Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings. All Directors are participative, interactive and communicative. The information flow between the Companys Management and the Board is also proper, adequate and timely.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31 March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 as at the end of the financial year and of the profit of the Company for that period;

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

(d) the Annual Accounts for the financial year ended 31 March, 2023 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 are adequate and were operating effectively; and

(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 six (6) times during the year under review i.e. 16 May, 2022, 2 July, 2022, 12 August, 2022, 5 December, 2022, 15 February, 2023 and 10 March, 2023. 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 are as under:

Sl. No. Name of the Directors	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Hari Krishna Chaudhary*	Chairman Emeritus	5	6
2. Mr. Gyanesh Chaudhary*	Chairman & Managing Director	6	6
3. Mr. Vikram Swarup	Independent Director	6	6
4. Mr. Joginder Pal Dua*	Independent Director	3	6
5. Mr. Probir Roy	Independent Director	6	6
6. Ms. Ratnabali Kakkar	Independent Director	5	6
7. Mr. Krishna Kumar Maskara	Whole-time Director & CFO	6	6
8. Ms. Neha Agrawal	Whole-time Director & Head Corporate Strategy	5	6
9. Mr. Subramanya Krishnappa*	Independent Director	2	6

*Note:

1. Mr Subramanya Krishnappa was appointed as the Independent Director by the Board of Directors on 15 February 2023

and his appointment was confirmed by the members as an Independent Director of the Company on 18 March, 2023.

2. Mr. Hari Krishna Chaudhary has resigned and redesignated as the Chairman Emeritus w.e.f 10 March, 2023.

3. Mr. Gyanesh Chaudhary re-designated as the Chairman cum Managing Director at the Board meeting held on 10 March, 2023.

4. Mr. Joginder Pal Dua has resigned from the Board w.e.f. 30 November 2022.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of your Company met separately on 14 March, 2023 without the presence of the Non-Independent Directors and members of the management. The meeting was attended by Mr. Vikram Swarup, Mr. Subramanya Krishnappa , Mr. Probir Roy and Ms. Ratnabali Kakkar, wherein they inter- alia discussed:

• the performance of Non-Independent Directors, the Board as a whole and that of its Committees.

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

• the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to acquaint new directors with the business of the Company, we provide them last three years Annual Reports and relevant materials and also keep one

Board Meeting at the Plant. In-addition to these, we also provide them guided audio-visual tour towards business of the Company. This will help them to gauge the production process, marketing strategy and overall business operation of the Company. The brief details of the familiarisation programme are put up on the website of the Company at the link: https://www.vikramsolar.com/ policies-codes/

COMMITTEES OF THE BOARD

A. Audit Committee

The Audit Committee was constituted by the Board on 2 June, 2014 and last reconstituted on 15 February, 2023. The scope and functions of the Committee are in accordance with Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations. The Committee comprises of Mr. Subramanya Krishnappa, Independent Director to act as the Chairman of the Committee, Mr. Vikram Swarup, Mr. Probir Roy, Independent Directors and Mr. Krishna Kumar Maskara, Whole-time Director & CFO as members of the Committee. The members of the Committee are financially literate and have experience in financial management. The Committee has adopted a term of reference for its functioning. The primary objectives of the Committee are to monitor and provide effective supervision of the Managements financial reporting process and to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. During the Financial Year 2022-23, there were no instances where the Board had not accepted the recommendation of the Audit Committee.

During the year under consideration, the Committee has met four (4) times i.e. on 16 May, 2022, 12 August, 2022, 5 December, 2022 and 15 February, 2023. The

gap between any two consecutive meetings did not exceed 120 days.

The name of the members and their attendance at the Audit Committee Meetings are as under:

Sl. No. Name of the Directors-cum-Members	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Subramanya Krishnappa*	Chairman	1	4
2. Mr. Vikram Swarup	Member	4	4
3. Mr. Probir Roy	Member	4	4
4. Mr. Krishna Kumar Maskara	Member	4	4

* Mr. Subramanya Krishnappa was appointed as the Independent Director by the Board of Directors on 15 February, 2023 and inducted in the committee. His appointment was confirmed by the members of the Company on 18 March, 2023

Boards Report (Contd.)

The meetings of the Audit Committee are also attended by the Whole-time Director & Head-Corporate Strategy, Whole-time Director & Chief Executive Officer and Internal Auditors of the Company as special invitees. The Committee also invites senior executives, as it considers appropriate, to be present at the meetings of the Committee. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

Vigil Mechanism and Whistle Blower Policy The Company has a Vigil Mechanism and a Whistle Blower Policy in place to enable to its Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Your Company is committed to adhere to highest standards of ethical, moral and legal 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.vikramsolar.com/policies-codes/

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by the Board on 2 June, 2014 and last reconstituted on 15 February, 2023. The scope and functions of the Committee are in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The Committee comprises of Mr. Vikram Swarup, Independent Director to act as the Chairman of the Committee, Ms. Ratnabali Kakkar and Mr. Probir Roy, Independent Directors as members of the Committee. The Committee has adopted terms of reference for its functioning. The primary objectives of the Committee are to identify persons who are qualified to become directors and who may be appointed in senior management and to recommend the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management and also to formulate and carry out evaluation of every directors performance and the Board as a whole.

During the year under consideration, the Committee has met five (5) times i.e. on 16 May, 2022, 2 July, 2022, 5 December, 2022, 15 February, 2023 and 10 March, 2023.

The name of the members and their attendance at the Nomination and Remuneration Committee Meetings are as under:

Sl. No. Name of the Directors-cum-Members	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Vikram Swarup	Chairman	5	5
2. Mr. Ratnabali Kakkar	Member	2	5
3. Mr. Probir Roy	Member	5	5
3. Mr. J. P Dua*	Member	2	5

* Mr. J.P Dua has resigned from the board w.e.f 30/11/2022 and thus ceased to be member of the committee.

The meetings of the Nomination and Remuneration Committee is also attended by the Whole-time Director & Head Corporate Strategy of the Company as special invitees. The Committee also invites senior executives, as it considers appropriate, to be present at the meetings of the Committee. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

C. Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility Committee was constituted by the Board on 2 June, 2014 and last reconstituted by circular resolution effective from 11 March, 2023. The scope and functions of the Committee are in accordance with the Companies Act, 2013 and the SEBI Listing Regulations and its terms of reference as stipulated pursuant to resolution passed by the Board in its meeting held on 12 December, 2021. The

Committee comprises of Mr. Subramanya Krishnappa , Independent Director to act as the Chairman of the Committee, Mr. Vikram Swarup, Independent Director and Mr. Gyanesh Chaudhary, Chairman & Managing Director and Ms. Neha Agarwal, Whole-time Director & Head Corporate Strategy are other members of the Committee. The Committee has adopted terms of reference for its functioning. The Committee guides the Company in integrating its social and environmental objectives with its business strategies and assists in crafting unique models to support creation of sustainable livelihood. The Committee formulates and monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies Act, 2013.

The Committee has met once (1) during the year under review i.e. on 16 May, 2022.

Vikram Solar Limited 85

The name of the members and their attendance at the Corporate Social Responsibility Committee Meeting are as under:

Sl. No. Name of the Directors-cum-Members	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Subramanya Krishnappa*	Chairman	-	1
2. Mr. Vikram Swarup	Member	1	1
3. Mr. Gyanesh Chaudhary	Member	1	1
4. Ms. Neha Agarwal	Member	-	1

* Mr. Subramanya Krishnappa was appointed as the Independent Director by the Board of Directors on 15 February, 2023 and inducted in the committee on 10 April, 2023. His appointment was confirmed by the members of the company on 18 March, 2023.

The meetings of the CSR Committee are also attended by the Whole-time Director & CFO of the Company as a special invitees. The Committee also invites senior executives, as it considers appropriate, to be present at the meetings of the Committee. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

Details of the CSR initiatives undertaken by your Company during the year under review is annexed as ‘Annexure - 4 and forms part of this Report.

Your Company has also framed a Corporate Social Responsibility Policy in line with the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with relevant rules made thereunder and the same is also available on your Companys website at https://www.vikramsolar.com/policies-codes/

D. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by the Board on 4 September, 2017 and last reconstituted on 27 March, 2019. The scope and functions of the Committee are in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and its terms of reference as stipulated pursuant to resolution passed by the Board in its meeting held on 12 December, 2021. The Committee comprises of Mr. Probir Roy, Independent Director to act as the Chairman of the Committee, Mr. Gyanesh Chaudhary, Chairman & Managing Director and Mr. Krishna Kumar Maskara, Whole-time Director & CFO as the members of the Committee. The primary objectives of the Committee are to oversee redressal of shareholders and investors grievances and, inter alia, approve transmission of shares, sub-division / consolidation / renewal / issue of duplicate share certificates, allotment of shares upon exercise of options under the Companys Employee Stock Option Schemes etc.

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

As there was no such business to be transacted during the year under review, no Stakeholder Relationship Committee meeting was held.

E. Risk Management Committee

The Risk Management Committee was constituted by the Board of Directors on 12 December, 2021 to oversee the Enterprise Risk Management framework of the Company. The scope and function of the Risk Management Committee are in accordance with the Companies Act, 2013 and the SEBI Listing Regulations. The Committee comprises of Mr. Gyanesh Chaudhary, Chairman & Managing Director to act as the Chairman of the Committee, Ms. Ratnabali Kakkar, Independent Director, Mr. Krishna Kumar Maskara, Whole-time Director & CFO and Ms. Neha Agrawal, Whole-time Director & Head Corporate Strategy as members of the Committee. The Committee has adopted a term of reference for its functioning. The primary responsibility of the Committee is to review risk management plan and ensuring its effectiveness. The Committee periodically reviews the framework including cyber security, high risk items and opportunities which are emerging or where the impact is substantially changing. There are no risks, which in the opinion of the Board threaten the existence of the Company.

The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

During the year under review, 1 (one) Risk management Committee Meeting was held on 16 March, 2023.

Risk Management Policy

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the Act and the SEBI Listing Regulations. The Policy is available on the website of the Company at https://www.vikramsolar.com/policies-codes/

F. Banking Committee

The Banking Committee, sub-committee of the Board, was constituted by the Board of Directors on 14 March, 2016 to assist the Board in exercising its oversight of managements decisions regarding the Companys capital and investment transactions and to review and monitor the Companys financial affairs within the terms of reference as defined by the Board. The Committee comprises of Mr. Gyanesh Chaudhary, Chairman & Managing Director to act as the Chairman of the Committee, and Mr. Krishna Kumar Maskara, Whole-time Director & CFO as the members of the Committee. The primary objectives of the Committee

are to monitor and provide companys indebtedness position, to conduct regular banking functions like opening, closing and modification of accounts, availment of credit facilities within the approved limits of the Company etc.

During the year under consideration, the Committee has met Ten (10) times i.e. 9 May, 2022, 18 May, 2022, 23 June, 2022, 1 1 August, 2022, 26 September, 2022, 17 November, 2022, 3 January, 2023, 12 January, 2023, 21 March, 2023 and 27 March, 2023.

The name of the members and their attendance at the Banking Committee Meetings are as under:

Sl. No. Name of the Directors-cum-Members	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Gyanesh Chaudhary	Chairman	10	10
2. Mr. Krishna Kumar Maskara	Member	10	10
3. Mr. Hari Krishna Chaudhary*	Member	8	10

* Mr. Hari Krishna Chaudhary has resigned and redesignated as the Chairman Emeritus w.e.f 10 March, 2023 and thus ceased to be member of the Committee.

The meetings of Banking Committee are also attended by the Whole-time Director & Head-Corporate Strategy of the Company as special invitees. The Committee also invites senior executives, as it considers appropriate, to be present at the meetings of the Committee. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

G. Legal and Tendering Committee

The Legal and Tendering Committee, a sub-committee of the Board, was constituted by the Board of Directors on 14 March, 2016 to assist the Board in conducting legal and other ancillary activities including submission of various tenders etc., within the terms of reference as defined by the Board. The Committee comprises of

Mr. Gyanesh Chaudhary, Chairman & Managing Director to act as the Chairman of the Committee, and Mr. Krishna Kumar Maskara, Whole-time Director & CFO as the members of the Committee. The primary objectives of the Committee are to deal with various legal and quasi legal activities within the ambit as specified by the Board.

The Committee has met Fifteen (15) times during the year i.e. 20 April, 2022, 23 May, 2022, 4 July, 2022, 18 July, 2022, 1 August, 2022, 20 September, 2022, 10 October, 2022, 17 November, 2022, 25 November, 2022, 16 December, 2022, 2 January, 2023, 16 January, 2023, 15 February, 2023, 6 March, 2023 and 24 March, 2023. The name of the members and their attendance at the Legal & Tendering Committee Meetings are as under:

Sl. No. Name of the Directors-cum-Members	Designation	No. of meetings attended	Total number of meetings held during the F.Y-2022-23
1. Mr. Gyanesh Chaudhary	Chairman	13	15
2. Mr. Krishna Kumar Maskara	Member	15	15
3. Mr. Hari Krishna Chaudhary*	Member	14	15

* Mr. Hari Krishna Chaudhary has resigned and redesignated as the Chairman Emeritus w.e.f 10 March, 2023 and thus ceased to be member of the Committee.

The meetings of Legal and Tendering Committee are also attended by the Whole-time Director & Head-Corporate Strategy of the Company as special invitees. The Committee also invites senior executives, as it considers appropriate to be present at the meetings of the Committee. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

H. Initial Public Offering (IPO) Committee

The Initial Public Offering (IPO) Committee, a subcommittee of the Board, was constituted by the Board of Directors in its meeting held on 29 June, 2021. The scope and functions of the Committee are in alignment with the resolution passed by the Board in its meeting held on 12 December, 2021. The Committee comprises of Mr. Gyanesh Chaudhary, Chairman & Managing Director to act as the Chairman of the Committee, Mr. Krishna Kumar Maskara, Whole-time Director & CFO and Ms. Neha Agrawal, Whole-time Director & Head Corporate Strategy as the members of the Committee. The primary objectives of the Committee are to monitor and accord necessary approvals in terms of SEBI Regulations, Companies Act, 2013 and other laws or rules of the land in relation to proposed IPO of the Company and compliance thereto.

During the year under review, there were two IPO Committee meetings held on 16 May, 2022 and 2 July, 2022.

CODE OF CONDUCT

A Code of Conduct as applicable to the Board of Directors and Senior Management Personnel has been displayed on the Companys website at https://www.vikramsolar. com/policies-codes/. The Code requires Directors and Senior Management Personnel to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Companys business interests.

STATUTORY AUDITORS

(a) Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) M/s. Kedia Singhania & Co. Chartered Accountants (Firm Registration No. 0126519W) has been appointed as the Statutory Auditors of the Company by the Board through Circular Resolution dated 20 April, 2023 to fill the Casual Vacancy caused by the resignation of the earlier Statutory Auditors M/s. Singhi & Co., Chartered Accountants (Firm Registration No 302049E), pursuant to the recommendation of the Audit Committee and subject to approval of the shareholders and they will hold office till the conclusion of the 18^th Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report.

(b) Your Board proposes to appoint M/s GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) as the Statutory Auditors of the Company from the conclusion of the ensuing 18th Annual General Meeting for a consecutive period of 5 years till the conclusion of the 23rd Annual General Meeting of the Company to be held during the Financial Year 2027-2028, at such remuneration and reimbursement of out of pocket expenses in connection with the audit as the Board of Directors may fix in this behalf.

M/s GARV & Associates, Chartered Accountants have also given their consent for such appointment along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

AUDIT QUALIFICATIONS

The Report of the Statutory Auditors M/s Kedia Singhania & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company, forms a part of the Annual Report.

There are no qualifications or adverse remarks made by M/s Kedia Singhania & Co., in their Report for the financial year ended 31 March, 2023. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDIT

The Secretarial Audit was carried out by M/s MKB & Associates, a firm of Company Secretaries in Practice, having Firm Registration No. P2010WB042700 for the financial year ended on 31 March 2023.

The Report given by the Secretarial Auditors is marked as Annexure -5 and forms a part of the Boards Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any other qualification, adverse remark, or disclaimer except the following observations:

i) Mr. Ivan Saha was appointed as Chief Executive Officer of the Company with effect from 27.06.2022 at the Board Meeting of the company held on 02.07.2022, based on the recommendation of Nomination & Remuneration Committee meeting held on 02.07.2022;

ii) the Board Resolution passed on 02.07.2022 for borrowing money from Power Finance Corporation Limited, on 12.08.2022 for borrowing money by issue of Listed Secured Rated Redeemable Non-Convertible Debentures to ESOF III Investment Fund including Edelweiss Group and Board Resolution passed on 15.02.2023 with respect to appointment of Mr. Santosh Goyal, as a Key Managerial Personnel have not been filed with Ministry of Corporate Affairs;

iii) the waiver taken under Section 197 of Companies Act, 2013 for payment of excess remuneration paid during the year ended 31.03.2022 to its Managing Director and Executive Directors has been taken collectively and does not specify the amount of excess remuneration paid to each of the aforesaid directors and also does not provide the details as required under Part II of Schedule V of Companies Act, 2013;

iv) the remuneration paid by the Company to its Managing Director and Executive Directors during the year 2022-23 has exceeded the limit prescribed under section 197 of the Companies Act, 2013. As stated, required approval under Schedule V for payment of remuneration in case of inadequacy of profit or loss shall be taken in the ensuing Annual General Meeting of the Company.

During the year under review, the Secretarial Auditors had not reported any matter under section 143 (12) of the Act, therefore no detail is required to be disclosed under section 134(3)(ca) of the Act.

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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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 preapproved 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 robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis to analyze the performance and take corrective action, wherever required.

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. Your Company in preparing its financial statements makes judgments 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 Statutory Auditors and 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.

DETAILS OF SUBSIDIARY COMPANIES

As on 31 March, 2023, your Company has six (6) subsidiaries and two (2) stepdown-subsidiaries which are as follows:

Sl. No. Name of the Company	Country of Incorporation	% age of voting power as on 31 March, 2023	% age of voting power as on 31 March, 2022
1. Vikram Solar GmbH	Germany	100%	100%
? Solarcode Vikram Management GmbH*	Germany	100%	100%
? Solarcode Vikram Solarkraftwerk 1 GmbH & Co. KG*	Germany	100%	100%
2. Vikram Solar US Inc.	USA	100%	100%
3. Vikram Solar Pte. Limited	Singapore	100%	100%
4. Vikram Solar Cleantech Private Limited	India	100%	100%
5. Vikram Solar Foundation	India	100%	100%
6. VSL Green Power Private Limited	India	100%	100%

*Solarcode Vikram Management GmbH and Solarcode Vikram Solarkraftwerk 1 GmbH & Co. KG are subsidiaries of Vikram Solar GmbH.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

A statement in Form AOC-1 containing the salient feature of the financial statement of the Companys subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is appended as ‘Annexure - 6 to this Report.

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.

CHANGES(S) IN NATURE OF BUSINESS, IF ANY

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

SHARE CAPITAL

A) Increase of Authorised Share Capital

During the year under review the Authorised Share Capital of your Company has been reclassified into 37,00,00,000 (Thirty Seven Crore) Equity shares of 10/- (Rupees ten only) each and 3,00,00,000 (Three Crore) Preference shares of 10/- (Rupees ten only) each with power to increase and reduce the capital of the Company, pursuant to the Special Resolution passed at the Extra Ordinary General Meeting of the Company held on 18 March, 2023.

B) Issue of Bonus Shares:

Your Company has only one class of equity shares. During the year under review, your Company has not issued or allotted any bonus shares.

C) Issue of Sweat Equity Shares:

Your Company has not issued any sweat equity shares during the financial year ended 31 March, 2023.

D) Issue of Employee Stock Options:

Your Company has not issued any employee stock options during the financial year ended 31 March, 2023.

E) Change in Share Capital, if any

During the year under review, there is no change in the paid-up share capital 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 COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy

(i) the steps taken or impact on conservation of energy	Fab II / Falta:
	1. During FY 2022-23, FALTA FAB-II upgraded phase - 2 from 400MWp to 1500MWp, which will help us to reduce specific power consumption from 21KWh/KWp to 17KWh/KWp or direct saving 4000KWh saving per MWp production.
	2. During design of new line capacity 1500MWp, we have considered centralized chiller system for Process Cooling Water (PCW) in place of stand-alone cooling chillers for each laminator, which will save about 13 lac units per year of electricity consumption.
	Fab III / Chennai:
	1. Optimization of equipments like Chillers, Compressors and production equipments based on Production planning for Specific Energy Consumption Reduction (~3KWh/KW/month and ~ 14 lakh units per annum)
(ii) the steps taken by the Company for utilizing alternate sources of energy	Fab II / Falta
	1. Roof-top solar installation of 960KW was done this year and it is generating approximately 1.5 million units/year and thereby helping the Company to save fossil fuel power of ~1.5 million units per year.
(iii) the capital investment on energy conservation equipment.	Investment of 1.22 Crore on installation of centralized chiller system for Process Cooling Water (PCW).

B. Technology Absorption

(i) the efforts made towards technology absorption	Fab II / Falta
	Upgraded Module Manufacturing Lines of Phase II Fab II at Falta are capable of producing 210 x 210 mm (G12) Glass to Glass and Glass to Back sheet Modules. These lines have Dual Stack Laminator, stringing upgradable up to 20BB Cells with String EL Check, Auto taping, Auto Bussing, Auto Framing and Auto JB Fixing. With automation new Quality challenges are tackled in line by reducing human touch significantly. With auto Sorting, packing process has become furthermore smooth.
	Topcon Technology based Hypersol module variant is also tested with buildup feasibility. A new Encapsulant combination was introduced, and stable production made for Paradea module variants.
	Fab III / Chennai:
	Line 1 at Fab III Chennai which was producing Half Cut Multi BusBar (MBB) M6 (166mm cell format) sized modules was upgraded to manufacture the M10 (182mm cell format) sized modules. The lines were also equipped with micro gap stringing technology, Auto bussing, Dual stack laminators, Auto edge trimming machine, Auto frame edge grinding machine for productivity improvement.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	? Improved Module Performance with introduction of Mesh Rear Glass for Paradea Variants
	? Reduced Lamination Cycle Time with Encapsulant Upgradation
	? BOM Cost Reduction achieved upto 5% with M10 Solar Modules with product innovation
	? Introduction of Vertical Packaging for M10 and above module variants improved module capacity per container.
	? Reduction in Module 35mm to 30mm thickness for glass to glass module increased modules per palette
	? Module are certified with latest IEC 61215 : 2021 & IEC 61730 : 2021 Guidelines
	? M10 Modules are PVEL PQP Top Performer Models with proven reliability sustain Tough testing scenarios.
	New Product Developments:
	• M10 144 Cell Bifacial n-TOPCon Module HYPERSOL VSMDH.72.AAA.05 (555 - 580W)
	• M10 120 Cell Bifacial n-TOPCon Module HYPERSOL VSMDH.60.AAA.05 (460 - 480W)
	• M10 108 Cell Bifacial n-TOPCon Module HYPERSOL VSMDH.54.AAA.05 (415 - 440W)
	• M10 108 Cell Monofacial Black Module SOMERA VSMHBB.54.AAA.05 (395 - 420W)
	• M10 108 Cell Monofacial Module SOMERA VSMH.54.AAA.05 (395 - 420W)
	• M10 108 Cell Bifacial Module PREXOS VSMDHT.54.AAA.05 (395 - 420W)
	• M10 108 Cell Bifacial Module PARADEA VSMDH.54.AAA.05 (395 - 420W)
	• M10 156 Cell Bifacial Module PARADEA VSMDH.78.AAA.05 (585 - 610W)
	• G12 120 Cell Monofacial Module SOMERA VSMH.60.AAA.05 (580 - 605W)
	• G12 120 Cell Bifacial Module PARADEA VSMDH.60.AAA.05 (580 - 605W)
	• G12 132 Cell Monofacial Module SOMERA VSMH.66.AAA.05 (635 - 670W)
	• G12 132 Cell Bifacial Module PARADEA VSMDH.66.AAA.05 (635 - 670W)
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Fab III / Chennai
	a) i) Half cut cell technology with 156.75 mm cell
	ii) Half Cut MBB Cell Technology with 166 mm and 1 mm cell
	b) FY 2021/2022
	c) Technology has been fully absorbed
a. the details of technology imported	d) Not applicable
	Fab II / Falta
b. the year of import	a) i) Mesh Rear Glass Models having Power generation Gain upto a bin Jump.
c. whether the technology been fully absorbed	ii) M10 156 Half Cut Cell Module variant with generation capacity upto 600Wp
	iii) M10 PERC Module have been commercially available upto 555Wp
	iv) M10 108 Cell Module with generation upto 410Wp best suitable for rooftop application
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	v) M10 Topcon Module Variant with Module efficiency achieved upto 22.5% and 575Wp, soon be commercially available
	b) 2022 & 2023
	c) Technology has been fully absorbed and commercially available
	d) Not applicable
(iv) the expenditure incurred on Research and Development	21.55 million.

C. Foreign Exchange Earnings And Outgo

During the year the total foreign exchange earned was 3,484.70 Million and foreign exchange outgo was 7,024.35 Million.

SUSTAINABILITY

The basic nature of the industry in which your Company belongs to is sustainable in nature and both 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 occurred during the process of manufacturing of PV Solar Modules and for that 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 in Form MGT-7 is available on the website of the Company at the link: https://www.vikramsolar. com/mgt-7-annual-return-for-the-fy-2021-22-2/

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

The loan given, guarantee given, and investment made by the Company during the Financial Year ended 31 March, 2023 are within the limits prescribed under Section 186 of the Companies Act, 2013. Further, the details of the said loan given, guarantee given, and investment made are provided in the Notes to the Financial Statements of the Company.

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 an arms 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 Companys website and may be accessed at the link https://www.vikramsolar.com/policies-codes/.

DISCLOSURE ON PUBLIC DEPOSITS

Your Company has not invited or accepted deposits from the public, covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding on the date of this Report.

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

The Companys 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. Internal Compliant Committee have also been set up to redress complaints regarding sexual harassment.

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. During the year under review, no complaint regarding sexual harassment was received by the Internal Compliant Committee (ICC).

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretarial 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 KOMRISK for monitoring the compliances across its various plants, sites and offices.

INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable for the Company as it is not a Listed Company.

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.

ANNEXURES FORMING PART OF THIS DIRECTORS REPORT

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

Annexure - 1	: Management Discussion and Analysis Report
Annexure - 2	: Dividend Distribution Policy
Annexure - 3 Annexure - 4 Annexure - 5	: Nomination and Remuneration Policy : Report on CSR Activities : Secretarial Audit Report in Form MR-3
Annexure - 6	: Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures in Form - AOC-1

CAUTIONARY STATEMENT

Statement in this Directors Report and Management Discussion and Analysis Report describing the Companys 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 Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys 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.

ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and efficiently because of the culture of delegation, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth. The Directors place on record its sincere appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year under review. The Directors also acknowledge the support and assistance extended by Government of India, MNRE, State Governments and other Government Departments, Banks, Financial Institutions and Communities at large, and look forward to having the same support in the years to come.

For and on behalf of the Board of Directors

	Gyanesh Chaudhary	Ivan Saha
Date: 27 June, 2023	(Chairman & Managing Director)	(Whole-time Director & CEO)
Place: Kolkata	DIN: 00060387	DIN: 10065518