Viviana Power Tech Ltd Directors Report

To,

The Members,

VIVIANA POWER TECH LIMITED, Vadodara

Your Directors are pleased to present the Twelfth (12th) Annual Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2026.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION:

To, The Members, VIVIANA POWER TECH LIMITED, Vadodara

Your Directors are pleased to present the Twelfth (12th) Annual Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2026.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION:

Viviana Power Tech Limited (Viviana or the Company) was incorporated in 2014 with the objective of serving the growing requirements of the power infrastructure sector, with a primary focus on Power Transmission, Power Distribution and Industrial Electrical Engineering, Procurement and Construction (EPC) projects.

Over the years, the Company has established itself as an experienced EPC player in the power infrastructure space, executing projects for private and government utilities and industrial customers across various parts of India. The Company has successfully completed projects across 11 States and has experience in executing projects involving HVDC systems and transmission lines and substations ranging from 33 kV to 400 kV, along with associated electrical infrastructure.

The Companys capabilities cover the entire project lifecycle, including engineering, procurement, supply, erection, testing and commissioning, and encompass power transmission lines, EHV substations, power distribution networks, underground cable laying, and modification and upgradation of existing power systems. The Company has also expanded its capabilities towards emerging energy infrastructure, including Battery Energy Storage Systems (BESS).

During FY 2025-26, the Company continued its growth trajectory and achieved significant business milestones. The Company recorded consolidated revenue of more than 500 Crores and maintained an order book exceeding 1,000 Crores, providing visibility for future business growth.

The Company successfully migrated from the NSE Emerge platform to the NSE Main Board in June 2026, marking an important milestone in its corporate journey.

2. FINANCIAL RESULTS: STANDALONE AND CONSOLIDATED

( Rs.in Lakhs)

Particulars	Standalone F.Y. 2025-26	Standalone F.Y. 2024-25	Consolidated F.Y. 2025-26	Consolidated F.Y. 2024-25
Total Income	50,584.33	18,899.21	53,625.74	21,959.29
Total Expenditure	44,051.93	16,605.42	46,569.69	19,088.71
Profit Before Exceptional & Extraordinary items & tax	6,532.40	2,293.78	7,056.05	2,870.59
Prior Period Items	0.00	(0.94)	0.00	0.94
Profit Before Taxes	6,532.40	2,292.84	7,056.05	2,869.65
Less : Current Tax	1587.66	587.45	1,783.53	809.01
Less: Tax Expenses Earlier period	0.16	0.04	0.16	0.04
Less : Deferred Tax Expenses (Income)	(73.80)	4.01	(73.80)	(1.80)
Profit After Taxes	5,018.37	1,701.34	5,346.15	2,062.39

The above figures are extracted from the Standalone Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended.

3. FINANCIAL PERFORMANCE:

During the financial year under review, the Company witnessed significant growth in its revenue and profitability as compared to the previous financial year. The financial performance of the Company on a Standalone and Consolidated basis is summarized below:

On a Standalone basis, the Total Revenue of the Company increased substantially to Rs. 50,167.28 Lakh during the financial year 2025-26 as against Rs. 18,837.46 Lakh during the previous financial year 2024-25, registering a significant increase of 166.32%. The increase in revenue reflects the growth in the Companys business operations during the year. The Total Expenditure increased to Rs. 44,051.93 Lakh as compared to Rs. 16,605.42 Lakh in the previous year, representing an increase of 165.29%, broadly in line with the growth in revenue. Despite the increase in operating expenditure, the Company recorded a substantial improvement in profitability. The Profit Before Taxes stood at Rs. 6,532.40 Lakh during FY 2025-26 as against Rs. 2,292.84 Lakh during FY 2024-25, registering a growth of 184.90%. The Profit After Taxes increased to Rs. 5,018.37 Lakh from Rs. 1,701.34 Lakh in the previous financial year, representing a significant growth of 194.97%. The Profit After Tax margin also improved from approximately 9.06% in FY 2024-25 to 10.00% in FY 2025-26, reflecting an improvement in the Companys overall profitability.

On a Consolidated basis, the Company reported Total Revenue of Rs. 53,124.56 Lakh during FY 2025-26 as against Rs. 21,896.15 Lakh during FY 2024-25, registering an increase of 142.62%. The Total Expenditure increased to Rs. 46,569.69 Lakh from Rs. 19,088.71 Lakh in the previous financial year, representing an increase of 143.96%. The Profit Before Taxes increased significantly to Rs. 7,056.05 Lakh in FY 2025-26 from Rs. 2,869.65 Lakh in FY 2024-25, registering a growth of 145.89%. The Profit After Taxes stood at Rs. 5,346.16 Lakh as against Rs. 2,062.39 Lakh in the previous financial year, registering a substantial growth of 159.22%. The Consolidated Profit After Tax margin improved from approximately 9.41% in FY 2024-25 to 10.06% in FY 2025-26.

The overall financial performance reflects the Companys strong growth in revenue generation and improved profitability during the year under review. The significant increase in Profit Before Tax and Profit After Tax, both on Standalone and Consolidated basis, demonstrates the Companys continued focus on operational efficiency, effective cost management and profitable growth. The Company remains focused on strengthening its core business operations, enhancing operational efficiencies and pursuing sustainable growth opportunities in the coming years.

4. STATE OF COMPANYS AFFAIRS AND OUTLOOK

The Company continues to focus on the execution of power infrastructure and EPC projects for State Power Utilities, private power entities, industrial customers and renewable energy developers. Its EPC business is supported by an integrated approach covering the supply of quality materials and equipment and execution services backed by engineering and project management capabilities.

The Company remains focused on operational efficiency, project execution, quality, safety, customer satisfaction and adherence to project schedules and applicable technical standards. Its established processes, dedicated workforce and industry relationships support the effective execution of projects across different geographies and customer segments.

The Company is an ISO 9001:2015 certified organization for Quality Management Systems, ISO 14001:2015 certified for Environmental Management Systems and ISO 45001:2018 certified for

Occupational Health and Safety Management Systems. These certifications reflect its continued commitment to quality, environmental responsibility and occupational health and safety.

The Companys Promoters and senior management continue to provide strategic direction and actively contribute to business development and project execution. Mr. Nikesh Kishorchandra Choksi, Managing Director, and Mr. Richi Nikeshbhai Choksi, Whole-time Director, have significant experience in the power industry, with 38 years and 12 years of experience, respectively. Their industry knowledge and execution experience continue to support the Companys strategic planning and growth.

Going forward, the Company intends to strengthen and expand its presence in the power transmission and distribution sector, enhance its EPC execution capabilities, improve operational efficiencies and pursue opportunities arising from the expansion of power infrastructure and emerging energy segments. The Company will continue to focus on disciplined project execution, quality, safety, customer satisfaction and sustainable business practices with the objective of achieving consistent and profitable growth.

5. CHANGE OF THE NAME OF THE COMPANY

During the Year under Review, there was no change in the Name of the Company.

6. AUTHORISED SHARE CAPITAL:

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 10,50,00,000/- (1,05,00,000 Equity shares of Rs. 10 each) to Rs. 15,00,00,000/- (1,50,00,000 Equity Shares of Rs. 10/- each) pursuant to the approval of the Members through Postal Ballot on March 05, 2026. Accordingly, the Authorised Share Capital of the Company as on March 31, 2026 stood at Rs. 15,00,00,000/- comprising 1,50,00,000 Equity Shares of Rs. 10/- each.

7. PAID UP SHARE CAPITAL

The Company had earlier issued 51,500 Fully Convertible Warrants on a preferential basis. During the year under review, the said 51,500 warrants were converted into 51,500 Equity Shares of Rs. 10/- each upon receipt of the requisite consideration on July 24, 2025.

Further, the Company issued 37,96,800 Bonus Equity Shares in the ratio of 3:5, i.e., 3 (Three) Bonus Equity Shares for every 5 (Five) existing fully paid-up Equity Shares held by the Members, on November 20, 2025, in accordance with the approval of the Members and the applicable provisions of the Companies Act, 2013.

Consequent to the aforesaid issue of Bonus Equity Shares and conversion of Fully Convertible Warrants, the Paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 10,12,48,000/-, comprising 1,01,24,800 Equity Shares of Rs. 10/- each.

8. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the General Reserve out of the amount available in Reserves and Surplus for the financial year under review. Accordingly, no amount has been transferred to the General Reserve during the year.

9. DIVIDEND:

With a view to rewarding the Members for their continued support and considering the financial performance of the Company, the Board of Directors has recommended a dividend of 10% on the paid-up equity share capital of the Company for the financial year under review, subject to the approval of the Members at the ensuing Annual General Meeting. The dividend, if approved by the Members, will be paid to those Members whose names appear in the Register of Members as on the record date fixed for the purpose, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

10. PRIVATE PLACEMENT OF EQUITY SHARES & STATEMENT OF DEVIATION(S) OR VARIATION(S)

During the year under review, 51,500 Fully Convertible Warrants, which had been issued by the Company on a preferential basis, were converted into 51,500 Equity Shares of Rs. 10/- each upon receipt of the requisite consideration on July 24, 2025.

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with NSE Circular No. NSE/CML/2024/23 dated September 05, 2024 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the offer document, in respect of the Preferential Issue of the Company. During the Year under Review, the Company has utilized the Proceeds Raised through Preferential Issue in the Following manner and there is no deviation or variation in the use of proceeds.

Object disclose in Offer document	Amount disclose in Offer document	Actual Amount Utilized	Unutilized Amount	Remarks
Strengthening working capital requirements	There is no unutilized amount from the receipt of eligible proceeds. The Company has offered a total of 3,58,500 eligible equity shares (including warrants) at Rs. 625/- per share and received the full amount aggregating to Rs. 2237.50. There is no further amount pending for receipt and allotment.
Enhancement of marketing and distribution network	Rs. 2,250.00 Lakhs	Rs. 2,237.50 Lakhs	Nil
Development of new product lines

11. PRIVATE PLACEMENT OF NON-CONVERTIBLE DEBENTURE & STATEMENT OF DEVIATION(S) OR VARIATION(S)

During the year under review, the Company raised funds through the issue of Non-Convertible Debentures (NCDs) on a private placement basis in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable regulatory requirements. The Company raised Rs. 25 Crores on March 11, 2026, and a further Rs. 20 Crores on May 21, 2026, aggregating to Rs. 45 Crores, through the private placement of NCDs.

Pursuant to Regulation 52(7) and 52(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company hereby confirms that there was no deviation or variation in the use of proceeds raised through the issue of Non-Convertible Debentures (NCDs) from the objects stated in the respective offer documents/issue documents.

During the year under review, the Company has utilised the proceeds raised through the private placement of NCDs in accordance with the objects and terms specified in the respective issue documents. Accordingly, there was no deviation or variation in the utilisation of the proceeds during the year under review.

Sr. No.	Particulars	Details	Details
1.	Name of issuer	Viviana Power Tech Limited	Viviana Power Tech Limited
2.	ISIN	INEOMEG07011	INEOMEG07029
3.	Mode of fund raising	Private Placement	Private Placement
4.	Type of instrument	Non-convertible Debenture	Non-convertible Debenture
5.	Date of raising fund	03-March-2026	28-April-2026
6.	Amount raised	Rs. 25 Crores	Rs. 20 Crores

7.	Fund utilized	Rs.25 Crores	Rs.20 Crores
8.	Any Deviation (Yes/No)	No	No
9.	If 8 is Yes, then specify the purpose for which the funds were utilized	Nil	Nil
10.	Remarks, if any	Nil	Nil

12. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the principal business activities of the Company. The Company continues to be primarily engaged in the business of Power Transmission, Distribution and Industrial Electrical EPC Projects.

During the year, the Company altered the Object Clause of its Memorandum of Association by passing a Special Resolution through Postal Ballot dated 13th November, 2025, with a view to broadening and diversifying its business activities in the power and energy sector. The amended objects enable the Company to undertake activities relating to generation, transmission and distribution of electricity from conventional and non-conventional sources, development and operation of renewable energy projects, including solar, wind, hybrid and Battery Energy Storage Systems (BESS), hydrogen, Compressed Bio Gas (CBG), green fuels and other clean-energy technologies, as well as infrastructure development, consultancy, project development, operation and maintenance activities.

The amended objects also enable the Company to participate in Tariff-Based Competitive Bidding (TBCB), tenders and concession frameworks, either independently or through joint ventures, consortiums or Special Purpose Vehicles (SPVs), in India or abroad. The aforesaid alteration has been undertaken to expand the Companys business scope, leverage its existing technical and EPC capabilities, explore opportunities in the rapidly evolving power and renewable energy sector and create sustainable long-term value for the Company and its stakeholders.

13. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT:

Except for the matters disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and up to the date of this Report.

Subsequent to the closure of the financial year, the Company allotted Non-Convertible Debentures (NCDs) aggregating to Rs. 20 Crores on May 21, 2026, on a private placement basis, in accordance with the applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements.

The Company received the approval from the National Stock Exchange of India Limited (NSE) on 29th May 2026 for migration of its Equity Shares from the NSE Emerge Platform to the Main Board of NSE. Accordingly, the Equity Shares of the Company were migrated and listed on the Main Board of NSE with effect from 2nd June 2026.

14. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

As on March 31, 2026, the Company had the following subsidiaries:

? Aarsh Transformers Private Limited, in which the Company acquired a 75% stake on September 17, 2024;

? Viviana Life Spaces Private Limited, in which the Company acquired a 90% stake on March 28, 2025;

? Viviana Engineering Private Limited, in which the Company acquired a 100% stake on November 26, 2025; and

? Asoj Energy Storage System Private Limited, in which the Company subscribed to the Memorandum of Association on January 29, 2026.

The Board of Directors, at its meeting held on August 04, 2026, approved the disinvestment of the Companys investment in Aarsh Transformers Private Limited and Viviana Life Spaces Private Limited. Accordingly, as on the date of this Report, the aforesaid two companies are no longer considered as subsidiaries of the Company, subject to completion of the necessary formalities in connection with the disinvestment.

The details of the subsidiaries as at March 31, 2026, are provided in Form AOC-1, annexed to this Report.

15. ADEQUACY OF INTERNAL CONTROL SYSTEM:

The Company has adequate Internal Financial Controls over financial reporting commensurate with the size and nature of its business. These controls are designed to ensure that all transactions are duly authorised, accurately recorded and reported in a timely manner, and provide reasonable assurance regarding the integrity and reliability of the financial statements. The Company has established appropriate Standard Operating Procedures, policies and processes to guide its business operations. Functional heads are responsible for ensuring compliance with applicable laws, regulations, policies and procedures laid down by the Management. The internal control framework also provides for safeguarding and protection of the Companys assets against loss, unauthorised use or disposition.

All significant transactions are subject to appropriate authorisation and are properly recorded and reported to the Management. The Company maintains its books of account and prepares its financial statements in accordance with the applicable Accounting Standards and statutory requirements. The Internal Auditor periodically reviews and verifies the adequacy and effectiveness of the internal control systems and monitors compliance with the policies and procedures adopted by the Company. Based on the review and monitoring mechanisms in place, the Company continues to maintain adequate and effective internal financial controls commensurate with its operations.

16. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31st March 2026, the company has outstanding unsecured loan of Rs. 9.40 Lakhs from the Directors.

17. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Investments made by the Company during the year were within the limits approved by the Board of Directors and the limits prescribed under Section 186 of the Companies Act, 2013. During the year under review, the Company made investment by way of acquisition of 100% equity shares of Viviana Engineering Private Limited on November 20, 2025, and subscribed to the Memorandum of Association of Asoj Energy Storage System Private Limited on January 29, 2026. Subsequent to the end of the financial year, the Company also subscribed to the Memorandum of Association of Viviana Foundation on May 07, 2026. The details of the investments made by the Company are disclosed in the financial statements and Form AOC-1, annexed to this Report.

18. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year under review, Mr. Laxmi Narayana Mishra (DIN 01952408) and Mr. Sagar Natvarlal Tailor (DIN 010725617) were appointed as Additional Directors in the category of Non-Executive Independent Directors of the Company with effect from 29th January 2026. Subsequently, at the meeting of the Members held on 05th March 2026, their appointments were duly regularised and they were appointed as Non-Executive Independent Directors of the Company for a term of five consecutive years, subject to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation:

During the year under review, the Board of Directors carried out an annual evaluation of its own performance, the performance of its Committees and that of individual Directors, including Independent Directors. The evaluation covered various aspects, including the composition and effectiveness of the Board and its Committees, the experience and expertise of Directors, participation and contribution at Board and Committee Meetings, discharge of duties and responsibilities, governance matters, quality and timeliness of information provided to the Board, and overall effectiveness of the decision-making process, with the objective of continuously improving the effectiveness of the Board and its Committees.

The performance evaluation of the Board as a whole, the Executive Directors and the Chairman was also carried out by the Independent Directors at their separate meeting. The evaluation, inter alia, considered attendance and participation in Board and Committee Meetings, contribution and constructive engagement in discussions, timely availability and adequacy of agenda papers, documents and information, and the overall effectiveness of the Board and its functioning.

Further, the Board evaluated the performance of the Independent Directors, including their contribution, fulfilment of the criteria of independence as specified under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and their independence from the management. The Directors who were subject to evaluation did not participate in the proceedings relating to their respective evaluation. Based on the evaluation carried out, the Board is of the opinion that the Independent Directors of the Company fulfil the criteria of independence prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management. The Board also expressed its satisfaction with the overall performance and effectiveness of the Board, its Committees and individual Directors.

Remuneration Policy:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has formulated and adopted a policy for determining the qualifications, positive attributes and independence of Directors, as well as a policy governing the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The said policy is available on the website of the Company under the section Investor - Corporate Policies. Further, the salient features of the Nomination and Remuneration Policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

Meetings:

During the year under review, nine meetings of the Board of Directors and four meetings of the Audit Committee were held. The Company has also constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The meetings of the aforesaid Committees were convened and conducted as and when required in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The details of the meetings of the Board and its Committees, including the attendance of the Directors/Members thereat, are provided in the

20. DIRECTORS RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

4. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

5. That the Directors have prepared the annual accounts on a going concern basis

6. That 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.

7. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.vivianapowertech.com

23. AUDIT COMMITTEE:

As on 31st March, 2026, the Audit Committee of the Company comprised five members, namely, Mrs. Sneha Parth Varma, Chairperson, Mr. Vishal Ranchodbhai Thakarani, Member, Mr. Laxmi Narayana Mishra, Member, Mr. Sagar Natvarlal Tailor, Member, and Mr. Richi Nikeshbhai Choksi, Member. During the year under review, four (4) meetings of the Audit Committee were held. The details of the meetings, including the dates and attendance of the members, are provided in the Corporate Governance Report annexed to this Report.

24. CORPORATE GOVERNANCE:

As at the end of the Financial Year 2025-26, the Company was listed on the NSE Emerge Platform. However, the securities of the Company were migrated from the NSE Emerge Platform to the Main Board of NSE with effect from June 2, 2026. Accordingly, the provisions relating to Corporate

Governance were not applicable to the Company for the Financial Year 2025-26. Nevertheless, the Company has voluntarily furnished the relevant information relating to Corporate Governance herewith. As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance, forming part of this Report, containing details of the corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance with the applicable corporate governance requirements, forms an integral part of this Report.

25. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Mukund & Rohit, Chartered Accountants, bearing ICAI Firm Registration Number 113375W, were appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the Annual General Meeting held for the financial year 2021-22 until the conclusion of the Annual General Meeting to be held for the financial year 2026-27.

The Report of the Statutory Auditors forms part of the Annual Report. The Statutory Auditors have issued Audit Reports with an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026. The Notes to the Financial Statements referred to in the Audit Report are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

During the year under review, the Statutory Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which are required to be disclosed in the Boards Report.

B. INTERNAL AUDITORS:

Company has in place an adequate internal audit framework to monitor the efficiency of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

For the FY 2025-26, Company appointed M/S. Snehal Shah & Associates Chartered Accountant(s), Vadodara (FRN: 128877W) as the Internal Auditors for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company. The Internal Auditors report to the Audit Committee on quarterly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2025-26.

C. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Kashyap Shah & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as MR-3 Secretarial Audit Report, which forms part of this Annual Report.

Further, the Board of Directors of the Company at their meeting held on 3rd September, 2026, have recommended the appointment of M/s. KSPS & Co LLP, Company Secretaries for conducting secretarial audit of the Company for 5 consecutive years starting from FY. 2026-27 to 2030-31; which is subject to approval of the shareholders. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India. The required consent to act as the Secretarial Auditors of the Company has been received by the Company from M/s. KSPS & Co. LLP, Company Secretaries on terms & conditions as mutually agreed upon between the Secretarial Auditors and the Board of Directors of the Company.

With respect to the observations/qualifications made by the Secretarial Auditor in the Secretarial Audit Report in Form MR-3, the Company states that the Company had completed and submitted the requisite corporate action forms to the Depositories within the prescribed timeline; however, the credit confirmation letters from the respective Depository Participants were received with a delay, and in the absence of such confirmation letters, the Company was unable to file the trading approval application within the prescribed timeline. Further, there was a delay in filing four Forms MGT-14 with the Registrar of Companies within the prescribed statutory timelines and Form MGT-14 in respect of loans/advances was pending filing. The Company has taken necessary steps to complete the pending compliances and has strengthened its internal compliance monitoring mechanism to ensure timely statutory filings. Further, in respect of loans/advances to related parties, the Company has clarified that such amounts include capital advances of ?2,255.42 lakhs towards capital expenditure projects under execution and ?858.54 lakhs paid towards procurement of goods, which were incurred for business and project requirements. The Company has taken appropriate corrective and preventive measures to ensure compliance with the applicable provisions of the Companies Act, 2013 and SEBI Regulations and to avoid recurrence of such instances.

26. EXPLANATIONS ON QUALIFICATIONS/ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026. The observations, if any, made by the Auditors in their Report are self-explanatory and, therefore, do not call for any further explanation or clarification from the Board.

27. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review, no instance of fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

28. RISK MANAGEMENT:

The Company has a comprehensive Risk Management Policy in place for identifying, assessing, mitigating, monitoring and reporting various business risks and opportunities. Risk management forms an integral part of the Companys day-to-day operations and business decision-making process. The key risks identified by the Company include Industry Risk, Management and Operations Risk, Market Risk, Government Policy Risk, Liquidity Risk, Credit Risk and Systems Risk. The Board reviews and assesses the risks from time to time and determines the extent of risk that the Company is willing to undertake, particularly with respect to credit and liquidity risks. The Company has adequate risk mitigation and monitoring measures in place to manage and minimise the potential impact of identified risks on its operations and business objectives. Considering the nature and scale of the Companys operations, the elements of risk threatening the Companys existence are considered to be minimal.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 are applicable to the Company. The Company has in place a Corporate Social

Responsibility Policy specifying the activities to be undertaken in the areas or subjects specified under Schedule VII of the Companies Act, 2013. Accordingly, during the financial year 2025-26, the Company incurred CSR expenditure of Rs. 25,00,000/- against the prescribed CSR obligation of Rs. 23,76,000/-, resulting in an excess expenditure of Rs. 1,24,000/-. Such excess expenditure does not relate to any ongoing project. The details of the CSR activities and expenditure, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annual Report on CSR Activities, which forms part of this Annual Report.

Please click on the link https://www.viviangroup.in under investors info/Corporate Policy link to access the CSR Policy of Company.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

A. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

B. Technology absorption:

(i) Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not applicable (ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Not applicable. (iii) Expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo: Nil

31. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/ Key Managerial Personnel	Designation	% Increase in Remuneration in the year 2025-26	Ratio of Remuneration to Median remuneration of employee
Mr. Richi Nikeshbhai Choksi	Whole-time Director	10%	7.5:1
Mr. Nikesh Kishorchandra Choksi	Managing Director	13%	8.1:1
Mrs. Reema Nikesh Choksi	Director	0%	0
Mrs. Priyanka Richi Choksi	Whole-time Director	10%	7.5:1

Mrs. Kavaljit Nishant Parmar	Company Secretary	0%	1:1
Mr. Dipesh Patel	Chief Financial Officer	0%	2.4:1

Notes:

i. Remuneration to Non-executive & Independent Directors includes only sitting fees and annual commission. ii. Increase or decrease in their remuneration is due to increase or decrease in the meetings held/attended during the year. iii. The median remuneration of employees of the Company during the financial year was Rs. 4,79,286/- p.a. iv. In the financial year, there was increase of 20% p.a. in the median remuneration of employees; v. There were 100 permanent employees on the rolls of Company as on March 31, 2026. vi. The Company has given normal increments to the employees during the year ended 31st March, 2026. vii. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. viii. None of the Directors of the Company are in receipt of any commission from the Company.

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of Rs. 1.02 Crores per annum or 8.50 Lakh per month. During the financial year, there is no employee drawing remuneration as above.

32. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

In pursuance of the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy (Vigil Mechanism), duly constituted by the Board of Directors, to provide a mechanism for Directors and employees to report genuine concerns, unethical practices, irregularities or misconduct without fear of retaliation. The Policy has been uploaded on the Companys website and can be accessed at the www.vivianagroup.in

33. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 during the financial year under review. Accordingly, no disclosure is required to be made in this regard.

34. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company has received or is entitled to receive any commission from the Companys holding company or subsidiary company during the financial year under review.

35. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2025-26 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arms length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone & consolidated financial statements forming part of this Annual Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure-V to this Report.

37. ANNUAL RETURN:

The Annual Return of Company for the FY 2025-26 will be available on the Companys website at https://www.vivianagroup.in .

38. MATERNITY POLICY:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, and has extended the benefits prescribed under the Act to all eligible women employees. The Company remains committed to providing a supportive and gender-inclusive workplace and ensuring appropriate support to working mothers in accordance with applicable laws.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy covers all employees, including permanent, contractual, temporary employees and trainees. In accordance with the provisions of the Act, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints relating to sexual harassment at the workplace. The Company remains committed to providing a safe, healthy and inclusive working environment free from prejudice, gender bias and sexual harassment. During the financial year under review, no complaint relating to sexual harassment was received by the Company.

Summary of Complaints Received and Disposed of during FY 2025-26:

Number of Complaints Received during F.Y.	Number of Complaints Disposed of during F.Y.	Number of cases pending more than ninety days
Nil	Nil	Nil

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

During the financial year 2025-26, no significant or material order was passed or received by the Company from any Government, State, Local or Statutory Authority, Court or Regulator which could have a material impact on the operations or financial position of the Company. Accordingly, there were no material litigation or legal proceedings pending against the Company as at March 31, 2026, which could have a material impact on the financial position or operations of the Company.

41. MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the provisions relating to maintenance of cost records are not applicable to the Company for the financial year 2025-26.

42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

43. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under review, no application was made and no proceedings were initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

45. CAUTIONARY STATEMENT:

Statements in this Report describing the Companys projections, expectations, plans, estimates, beliefs and other forward-looking statements are based on reasonable assumptions and managements current expectations. However, actual results, performance or achievements may differ materially from those expressed or implied in such forward-looking statements due to various risks, uncertainties and other factors beyond the Companys control. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as may be required under applicable laws and regulations.

46. ACKNOWLEDGMENTS:

The Directors place on record their sincere appreciation and gratitude to the Companys bankers, business associates, consultants, employees and various Government Authorities for their continued support, cooperation and assistance extended to the Company during the year under review. The Directors also gratefully acknowledge the shareholders for their continued support, trust and confidence reposed in the Company.

By order of the Board of Directors For Viviana Power Tech Limited Sd/- Nikesh Kishorchandra Choksi Managing Director DIN 07762121