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

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

COMPANY OVERVIEW

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

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

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

OVERVIEW AND STATE OF AFFAIRS, OPERATIONS
AND FUTURE OUTLOOK

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

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

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

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

TRANSFER TO RESERVE

During FY 2025-26, the Company has retained the profit for the
year in Retained Earnings. The balance of Retained Earnings
stood at C5761.47 million as at March 31, 2026, as compared
to C2722.03 million as at March 31, 2025. No amount
was specifically transferred to any other reserve during the
financial year.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Since, there was no Dividend declared and paid in the previous

years, the provisions of Section 125 of the Act do not apply.

DETAILS PERTAINING TO SHARES IN THE SUSPENSE
ACCOUNT

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

SHARE CAPITAL

a) Status of listing of Equity Shares of the Company

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

b) Authorised Share Capital

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

c) Allotment of Securities

During the year under review, 26.32 Million equity shares of
face value of C1/- (Rupee One Only) each were allotted by the
Company pursuant to the fresh issue made as part of the Initial
Public Offer ("IPO"), at an Offer Price of C228/- (Rupees Two
Hundred and Twenty Eight Only) per equity share including
a share premium of C227/- (Rupees Two Hundred and Twenty
Seven) per equity share, aggregating to approximately ?6,000
million.

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

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

CHANGE IN THE NATURE OF BUSINESS

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

REVISION OF FINANCIAL STATEMENTS

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

MATERIAL EVENT

> Initial Public Offer

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

m it holr»iA/*

> Utilization of Proceeds of Initial Public Offer

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

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

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

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

Upon conclusion of the inspection, BIS seized certain
products worth D24.50 million alleging that the Company
is not in compliance with BIS standards.

Further, another inspection was carried out at the facility
located in Bawal, District Rewari, Haryana on 28 April

2026 wherein goods worth D19 million were seized by
BIS on the above grounds. The Company has sought legal
advice in this regard and, based on the legal advice as well
as on management assessment, the Company believes
it has adhered to all the requirements of the BIS Act,
2016 and that all the seized goods meet the standard
requirements. The Company has filed its submission with
BIS and awaiting further response in this regard.

EVENTS SUBSEQUENT TO THE END OF REPORTING
FINANCIAL YEAR

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

The Company on 25 April, 2026 has allotted 490,828
(Four Lakh Ninety Thousand Eight Hundred Twenty-
Eight) equity shares of face value C1/- (Rupee One Only)
each pursuant to the exercise of stock options granted
under the Employee Stock Option Scheme, 2023 on the
following terms:

1) 4,46,803 Equity Shares shall be allotted at an exercise
price of C91.03/- per share, comprising face value of C1/-
and a premium of C90.03/- per share; and

2) 44,025 Equity Shares shall be allotted at an exercise
price of C 175.34/- per share, comprising face value of C1/-
and a premium of C174.34/- per share.

> Acquisition of Additional Equity Interest in Zayo Ca¬
bles Private Limited and Zayo Energy Private Limited

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

> Fire Incident at the Company's Bawal Manufacturing
Facility

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY

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

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

DEPOSIT

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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

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

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

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

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

ANNUAL RETURN

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

EMPLOYEES STOCK OPTION PLAN (ESOP)

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

ESOP 2023 provides for the grant of upto 62,50,000 (Sixty-Two
Lakhs Fifty Thousand Only) Employee Stock Options of ?1/-
each, in one or more tranches, to the eligible employees of
the Company. The Nomination and Remuneration Committee
(NRC) is responsible for administering and overseeing the
implementation of this scheme. The NRC is entrusted with the
responsibility of evaluating, approving, and administering the
grant of options in accordance with the scheme's objectives.
The valuation and allocation of options are determined and
approved by the NRC.

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

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

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

CORPORATE GOVERNANCE REPORT

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

INTERNAL FINANCIAL CONTROL

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

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

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

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

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

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

AUDITORS AND AUDITORS' REPORT

Statutory Auditors and their report

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

The Statutory Auditors have confirmed that they are not
disqualified from being appointed or continuing as the
Statutory Auditors of the Company under the provisions of

the Companies Act, 2013 and the rules made thereunder and
are eligible to hold office as Statutory Auditors of the Company.

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

Secretarial Auditors and their report

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

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

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

Internal Auditors and their report

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

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

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

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

Cost Auditors and their report

In terms of Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, the Board
of Directors had appointed M/s. Chandra Bhushan Kumar
& Co, Cost Accountants (Firm Registration. No 002885), as

Cost Auditors of the Company for conducting the audit of cost
records of the Company for the Financial Year 2025-26.

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

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

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

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

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

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

Secretarial Standards

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

LISTING ON STOCK EXCHANGES

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

Change in Directorship and KMP

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

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

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

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

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

COMMITTEES OF THE BOARD

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

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

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

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

The Independent Directors at meeting held on 07.11.2025
review the performance of Non-Independent Directors and the
Board as a whole, Chairperson of the Company after taking into
account the views of Executive Directors and Non-Executive
Directors, and assessed the quality, quantity and timeliness of
flow of information between the Company management and
the Board that is necessary for the Board to effectively and
reasonably perform their duties.

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

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

COMPANY'S POLICY RELATING TO DIRECTORS'
APPOINTMENT AND PAYMENT OF REMUNERATION

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

The policy is accessible at the website of the Company's
athttps://www.utlsolarfuiivama.com/investor-relations/
governance/.

INFORMATION REGARDING EMPLOYEES AND
RELATED DISCLOSURES

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

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

Declaration by an Independent Director(S)

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

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

In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exists
or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence and that they are independent of the
Management

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

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

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

DISCLOSURE UNDER SECTION 197(14) OF ACT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

financial year ended March 31, 2026 is set out in Annexure E
to this Report.

RISK MANAGEMENT POLICY

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

DISCLOSURE ON ESTABLISHMENT OF A VIGIL
MECHANISM (WHISTLE BLOWING)

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

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a Policy on Prevention, Prohibition
& Redressal against Sexual Harassment of Women (POSH) at
Workplace as per the requirements of 'The Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013' This policy provides for prevention and redressal
of complaints of sexual harassment and incidental matters
and is accessible on the Company's website athttps://www.
utlsolarfuiiyama.com/investor-relations/governance/.

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

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

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

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

ONE-TIME SETTLEMENT WITH ANY BANK OR
FINANCIAL INSTITUTION

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT

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

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

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

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

For and on behalf of Board of Directors
Fujiyama Power Systems Limited

(Formerly Fujiyama Power Systems Private Limited)
Yogesh Dua Pawan Kumar Garg

CEO & Joint Managing Director Chairperson & Joint Managing Director

DIN:00315251 DIN:08005220

Place: Delhi

Dated: 24^th August, 2026