Vikram Solar Ltd

Dear Members,

The Board of Directors have pleasure in presenting the 20th (Twentieth) Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended 31st March, 2025.

The financial performance of your Company for the year ended 31st March 2025 is summarized below:

H ( In Million)

During the year under review, your Company has recorded total income to the tune of H 34,516.72 million compared to H 24,560.84 million in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation, and tax (EBITDA) of H 4905.71 million as compared to H 3917.84 million in the previous financial year.

Net Profit for the financial year 2024-25 is H 1390.96 million as compared to the profit of H 668.17 million in the previous financial year.

Your Company has recorded total income to the tune of H 34,595.27 million during the financial year 2024-25 compared to H 25,239.62 million in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBITDA) of H 4920.11 million as compared to H 3,985.79 million in the previous financial year.

Net Profit/ (Loss) for the financial year 2024-25 is H 1398.31 million as compared to the profit of H 797.18 million in the previous financial year.

Your Company continues to be one of the leading 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.

During the year under review, our product development team developed new modules with N-Type, HJT and Bifacial technology, amongst others which has increased Company's module portfolios.

Your Company continued to explore opportunities in overseas markets. During the year under review, it achieved an export turnover of H 340.84 million.

Your Company strengthened its Domestic Order Book during the year and the order book as on Mar, 2025 is 10,340.82 MW.

During the year under review, your Company has EPC projects with cumulative capacity of 27.7 MW under execution + Commissioned portfolio.

Your company's endeavour to keep a close watch on the market price movement of its input have enabled to procure Raw Materials at competitive prices and resulted in EBITDA of H 4,920.10 million i.e. 14.37% of the Revenue from Operations. Cost optimisation measures implemented in earlier years and continuation of the same has also contributed towards improvement in EBIDTA.

Your Company continues to focus on the quality of its products. We have featured as a Top Performer in the PVELs PV module reliability scorecard for the Seventh consecutive year and the eighth time in the last nine years.

Your Company does not maintain any general reserve. However, your Company has retained earnings of H 3081.49 million as at 31st March 2025.

The total borrowing stood at H 2306.67 million as at 31st March, 2025 as against H 8083.33 million as on 31st March, 2024 i.e. decrease of H 5776.66 million.

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

The Board of Directors of your Company have not recommended any dividend for the financial year 2024-25 keeping in mind the requirement of funds to support the expansion and growth plans of the Company. The Dividend Distribution Policy of the Company is uploaded on the Company's website at https://www.vikramsolar.com/investor-policies/

During the year under review, the Company reclassified its 3,00,00,000 (Three Crore) preference shares of H10 (Ten) each into Equity Shares and accordingly the existing authorised capital of the Company as on 31st March, 2025 is H 400,00,00,000/- (Rupees Four Hundred Crores only) comprising of 40,00,00,000 (Forty Crore) equity shares of H10 (Ten) each.

During the year under review the Company has increased its paid-up capital from H 2,58,83,00,000 to H 3,16,53,63,090 by issue of 5,77,06,309 equity shares of H 10 each at an offer price of H 122 (including premium of H 112) each by way of private placement on 25th June 2024.

There has been no change in the nature of business of the Company during the financial year 2024-25.

The Company together with its subsidiaries is involved in Solar PV Module Manufacturing, Services and other allied activities. During the year the Company has acquired control of VSL Recycle Services Private Limited (Formerly known as VCMPL Commercial Private Limited) on 31st August 2024. During the year, the name of Vikram Solar Cleantech Private Limited has been changed to VSL Powerhive Private Limited. As on 31st March 2025, your Company has Seven (7) subsidiaries and two (2) stepdown subsidiaries which are as follows:

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

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

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries in Form AOC-1 forms part of the consolidated financial statement. Further, pursuant to the provisions of

Section 136 of the Companies Act, 2013, the Annual Financial Statements of each of the Subsidiaries are available on the Company's website at www.vikramsolar.com.

The Company has instituted the "Vikram Solar Employee Stock Option Plan 2021" ("ESOP 2021"), which was approved by the shareholders on 24th February 2022. The plan provides for the grant of up to 1,30,00,000 stock options of H10/- each, in one or more tranches, to permanent employees and Whole-time Directors of the Company. The Nomination and Remuneration Committee (NRC) is responsible for administering and overseeing the implementation of this scheme.

The "Vikram Solar Employee Stock Option Plan 2021" (ESOP 2021) reflects the Company's commitment to fostering a high-performance culture by aligning employee aspirations with organizational growth. This initiative is designed not only to attract and retain top talent but also to inspire long-term engagement by offering employees a meaningful stake in the Company's future success. Stock options under this plan are awarded based on a well-defined performance evaluation framework, ensuring merit-based recognition. The Nomination and Remuneration Committee (NRC) is entrusted with the responsibility of evaluating, approving, and administering the grant of options in accordance with the scheme's objectives. The valuation and allocation of options are determined and approved by the NRC.

During the year under review, the NRC, based on performance assessments, approved issuance of (1) 46,29,850 stock options to 283 eligible employees on 24" September 2024 by way of 1st ESOP Grant, (2) 6,80,500 options to 27 employees on 24th April 2025 by way of 2nd ESOP Grant and (3) 75,000 options to 2 employees on 16th July 2025 by way of 3rd ESOP Grant.

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 link https://www.vikramsolar.com/company-policies/

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

During the year under review the Company has filed its Draft Red Herring Prospectus (DRHP) on 30th September 2024, with the Securities and Exchange Board of India (SEBI), as well as with the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). Following the submission, the Company successfully obtained in-principal approvals from BSE and NSE and also received approval on DRHP from SEBI on 29th May 2025. The remaining process are underway for listing of the shares. Through this public issue, the Company aims to raise gross proceeds of up to H15,000 million by way of a Fresh Issue. There will also be an OFS by Selling Shareholders of up to 17,450,882 Equity Shares.

During the year under review, Acuit? Ratings & Research Limited has upgraded the long-term rating to ‘ACUITE A' (read as ACUITE A) Stable from 'ACUITE A-' (read as ACUITE A minus) and the short term rating to ‘ACUITE A1' (read as ACUITE A one) from 'ACUITE A2+' (read as ACUITE A two plus) for bank facilities aggregating to H2,300.00 crore of Vikram Solar Limited (VSL) reflecting improved creditworthiness and has further assigned the short-term rating of ‘ACUITE A1' (read as ACUITE A one) for bank facilities of H400.00 crore. The cumulative amount rated by Acuit? stands at H2,700.00 crore.

- In addition to the above, India Ratings & Research Pvt Ltd has also assigned ‘IND A/Stable' (read as IND A) for Term Loan facilities aggregating to H100.00 crore and ‘IND A/Stable/IND A1 (read as IND A1) for working capital facilities aggregating to H2,600.00 crore of Vikram Solar Limited. These ratings reaffirm the Company's financial strength and its ability to meet both long-term and short-term obligations in a timely manner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

. Appointment/Retirement/Change in designation/ Cessation:

Cessation of Directorships: i. Mr. Probir Roy [DIN: 00033045] has resigned as the Independent Director of the Company w.e.f. 30th May 2024 because of his old age. th 2 ii. Mr. Vikram Swarup (DIN: 00163543) has resigned as the Independent Director of the Company w.e.f. 27th September 2024 because of health issues.

The Board took on record its deep sense of appreciation for the services rendered by them during the tenure of their directorships.

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, vide its meeting held on 27 September 2024 approved the appointment of Mr. Sumit Binani (DIN: 01113411) as Additional Non-Executive Independent Director of 5 (five) consecutive years subject to the approval of the shareholders of the Company.

Key Managerial Personnel i. Mr. Ivan Saha (DIN: 10065518) has resigned as the whole- time director of the Company w.e.f. 28th August 2024 and from the post of Chief Executive Officer w.e.f. 18th January 2025 because of personal priorities, health and . family reasons.

. ii. Mr. Krishna Kumar Maskara (DIN: 01677008) on 8th April 2024 elevated from the post of Whole time Director & CFO to "President – Corporate & Whole time Director". He further assumed the position of CEO (Interim) with effect from 18th January 2025.

iii. Mr. Narayan Lodha was appointed as Chief Financial Officer of the Company w.e.f. 8th April 2024 and resigned from the post w.e.f. 19th March 2025. iv. Mr. Ranjan Kumar Jindal was appointed as Chief Financial Officer of the Company w.e.f. 28th March 2025.

The Board took on record its deep sense of appreciation for the services rendered by them.

In accordance with Section 152[6] of the Companies Act, 2013, Mr. Krishna Kumar Maskara (DIN: 01677008), Whole-time Director is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the resolution for re-appointment of Mr. Krishna Kumar Maskara (DIN: 01677008) for approval of the members of the Company as proposed vide Notice convening the 20th (Twentieth) Annual General Meeting of the Company. In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on 31st March 2025.

1. Mr. Gyanesh Chaudhary, Chairman and Managing Director

2. Mr. Krishna Kumar Maskara, Whole time Director

3. Ms. Neha Agrawal, Whole time Director

4. Mr. Ranjan Kumar Jindal, Chief Financial Officer

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

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

Further, declaration has been received from all the Independent Directors confirming compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, regarding the requirement relating to enrolment in the Data Bank maintained with the Indian Institute of Corporate Affairs ('IICA').

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Nomination and Remuneration Policy for Board of Directors, Key Managerial Personnel and Senior Management Personnel, the Policy as approved by the Board is uploaded on the Company's website and may be accessed at the link https://www.vikramsolar.com/investor-policies/

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

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

Pursuant to the requirement sub-section (5) of Section 134 of the Companies Act, 2013 your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2025, 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 and loss 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 31st March 2025 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.

The Board of Directors of your Company has met Nine [9] times during the year under review i.e. 08th April, 2024, 23rd May, 2024, 25th June, 2024, 28th August, 2024, 26th September, 2024, 27th September, 2024, 30th September, 2024, 23rd December, 2024 and 28th March, 2025.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:

The Company has a qualified and independent Audit Committee in place. The role and terms of reference of the Committee are as laid down under Section 177 of the Companies Act, 2013 read with the rules framed thereunder and Regulation 18 read with Part C of Schedule II of the Listing Regulations. The Committee acts as a link between the Auditors and the Board of Directors.

The Board of Directors on its meeting held on 26th September 2024 approved the revised terms of references. The extract of terms of reference of the Audit Committee inter- alia includes the following:

i. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the company. iii. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval. iv. Approval or any subsequent modification of transactions of the company with related parties. v. Evaluation of internal financial controls and risk management systems. vi. Review compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, at least once in a financial year. vii. To perform such other functions as may be delegated by the Board and/ or mandated by any regulatory provisions from time to time.

During the financial year 2024-2025, 6 (Six) meetings of the Audit Committee of the Company were held on 8th April 2024; 25th June 2024; 26th September 2024; 30th September 2024; 23rd December 2024 and 28th March 2025. The time gap between any two consecutive meetings did not exceed one hundred and twenty days. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 are as under:

The Board of Directors of the Company in its Meeting held on 27th September, 2024 has re-constituted the Audit Committee and appointed Mr. Sumit Binani as the Member of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

All recommendations made by the Audit Committee were accepted by the Board of Directors of the Company during the financial year 2024-2025.

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations.

The Board of Directors on its meeting held on 28th August 2024 approved the revised terms of references. The extract of terms of reference of the Nomination and Remuneration Committee inter-alia includes the following:

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

ii. Formulation of criteria for evaluation of performance of independent directors and the Board

iii. Devising a policy on Board diversity

iv. Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

During the financial year 2024-2025, 4 (Four) meetings of the Nomination and Remuneration Committee of the Company were held on 8th April 2024; 24th September 2024; 27th September 2024, and 27th March 2025. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 are as under:

** The Board of Directors at its meeting held on 28th August 2024 has appointed Mr. Subramanya Krishnappa, Independent Director as a member of the Committee.

As on 31st March 2025, the Nomination and Remuneration Committee consisted of Three members, all of them are Non-Executive Directors.

The Board of Directors of the Company in its Meeting held on 28th August 2024 has reconstituted the committee and appointed Mr. Subramanya Krishnappa as member of Nomination and Remuneration Committee and on 27th September 2024 the Board of Directors again reconstituted the committee by appointing Ms. Ratnabali Kakkar as the chairperson and Mr. Sumit Binani as a member of the Nomination and Remuneration Committee.

All recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company during the financial year 2024-2025.

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors of the Company as per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Board of Directors on its meeting held on 26th September 2024 approved the revised terms of references. The extract of terms of reference of the Corporate Social Responsibility Committee of the Company inter-alia includes the following:

i. To formulate and recommend to the board, a corporate social responsibility policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder, monitor the implementation of the same from time to time and make any revisions therein as and when decided by the Board.

ii. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes.

iii. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company.

iv. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities.

v. To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; and

vi. To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 or other applicable law.

During the financial year 2024-2025, 1 (One) meetings of the CSR Committee of the Company were held on 28th March 2025. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 are as under:

During the year under review, the CSR Committee approved 5 (five) Resolutions by Circulation for effecting Various CSR projects during the year.

The Board of Directors of the Company in its Meeting held on 27th September 2024 has reconstituted the CSR Committee and appointed Ms. Ratnabali Kakkar as the CSR Committee Members.

Details of the CSR initiatives undertaken by your Company during the year under review is annexed as Annexure - 2 and forms part of this Report.

Stakeholders Relationship Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Para B of Part D of Schedule II of the Listing Regulations.

The Board of Directors on its meeting held on 26th September 2024 approved the revised terms of references. The extract of terms of reference of the Stakeholders Relationship Committee inter-alia includes the following:

i. Redressal of all security holders' and investors' grievances such as complaints related to transfer/ transmission of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, general meetings etc., and assisting with quarterly reporting of such complaints.

ii. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services.

iii. Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

iv. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

During the financial year 2024-2025, there were no meetings of the Stakeholders Relationship Committee of the Company were held. The composition of the Committee is as under:

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee. As on 31st March 2025, no grievances of the shareholders remained unaddressed/pending.

Mr. Sudipta Bhowal, Company Secretary is the Compliance Officer of the Company for complying with the requirements of the Listing Regulations.

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Risk Management Committee has been constituted by the Board of Directors of the Company. The Committee acts in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Para C of Part D of Schedule II of the Listing Regulations.

The Board of Directors on its meeting held on 26th September 2024 approved the revised terms of references of the Risk Management Committee which inter-alia includes the following:

(i) To formulate a detailed risk management policy which shall include:

framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the Committee.

Measures for risk mitigation including systems and processes for internal control of identified risks; and

Business continuity plan.

(ii) To approve major decisions affecting the risk profile or exposure and give appropriate directions.

(iii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

(iv) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.

(v) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.

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/investor-policies/

During the financial year 2024-2025, 1 (One) meetings of the Risk Management Committee were held on 28th March, 2025. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 areas under:

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

The Initial Public Offering (IPO) Committee was constituted by the Board of Directors in its meeting held on 29th June 2021 and re-constituted on 28th August 2024. The scope and functions of the Committee are in alignment with the resolution passed by the Board in its meeting held on 12th 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 & President- Corporate and Ms. Neha Agrawal, Whole time Director & Vice President-Corporate Strategy as the members of the Committee. The Company Secretary acts as the Secretary of the IPO Committee and Chief Financial Officer acts as a Permanent Invitee. 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 plans of the Company and compliance thereto.

The Banking Committee was constituted by the Board of Directors on 14th March 2016 to assist the Board in exercising its oversight of management's decisions regarding the Company's capital and investment transactions and to review and monitor the Company's 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 as the member of the Committee. The primary objectives of the Committee are to monitor and provide effective supervision of the management's financial reporting process, to conduct regular banking functions like opening, closing and modification of accounts, availment of credit facilities within the limits of the Company.

During the financial year 2024-2025, 10 (Ten) meetings of the Banking Committee of the Company were held on 11th April 2024; 18th June 2024; 4th July 2024; 27th August 2024; 21st October 2024; 3rd December 2024; 12th December 2024; 23rd December 2024; 27th January 2025 and 14th February 2025. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 are as under:

The meetings of Banking Committee are also attended by the CFO of the Company as special invitee. 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.

The Legal and Tendering Committee was constituted by the Board of Directors on 14th 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 as the member of the Committee. The primary objectives of the Committee are to deal with various legal and quasi legal activities within the ambit as explicated by the Board. The Committee has met Nine [9) times during the year i.e. 1st April 2024; 20th May 2024; 12th June 2024; 17th July 2024; 5th August 2024; 17th August

2024; 12th November 2024; 3rd December 2024 and 14th February 2025. The composition of the Committee and the attendance of members of the Committee during the year 2024-2025 are as under:

The meetings of Legal & Tendering 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.

Section 149(8) read with Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of the Listing Regulations mandate that the Independent Directors of the Company shall hold at least one meeting in a financial year, without the presence of Non-Independent Directors and members of the Management.

In compliance with Regulation 25(3) of the Listing Regulations and Schedule IV of the Companies Act, 2013, during the financial year, 1 (One) separate meeting of the Independent Directors of the Company was held on 28th March 2025 without the presence of Non-Independent Directors and members of the Management. At the said meeting, the Independent Directors, inter-alia reviewed the following:

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

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

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

The attendance of Directors at the meeting held during the year 2024-2025 is as under:

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

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

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

M/s. GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) had been appointed as Statutory Auditors of the Company at the 18th AGM of the Company held on 19th July, 2023, for a period of five consecutive years to hold office from the conclusion of the 18th AGM till the conclusion of the 23rd AGM of the Company to be held in the year 2028 on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out-of-pocket expenses, as may be incurred by them for the purpose of audit.

The Auditors' Report and notes to the financial statements are self-explanatory and therefore do not call for any further comments/explanation. The Report does not contain any qualification.

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and accordingly, such accounts and records are made and maintained by the Company.

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Bhattacharya Roy & Associates, Cost Accountants having Firm Regn. No 000184 Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26 for auditing the cost records of the Company relating to manufacture of Solar Module.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payable to the Cost Auditors, as approved by the Board, is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice of the ensuing Annual General Meeting.

M/s. Bhattacharya Roy & Associates has confirmed that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and all other applicable provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141(3) (g) of the Companies Act, 2013. They have further confirmed their independent status and arm's length relationship with the Company.

The Board of Directors on the recommendation of the Audit Committee had appointed M/s Prateek Kohli & Associates, Company Secretaries (Peer Review No: 2042/2022), to conduct secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March 2025 is given in Annexure - 3 hereto and forms part of Directors' Report. The Report is self-explanatory and do not call for any comments.

There are no audit qualifications, adverse remarks or disclaimer in the respective reports of the Statutory Auditors, Cost Auditors and Secretarial Auditors for the year under review.

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

A Code of Conduct as applicable to the Board of Directors and Senior Management Personnel has been displayed on the Company's website at https://www.vikramsolar.com/investor-policies/. 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 Company's business interests.

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

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee. Your Company operates in SAP, an ERP system, and has many of its accounting records stored in electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

Your Company has documented Standard Operating Procedures [SOPs] for procurement, Project, capex, human resources, sales and marketing, finance and accounts and compliances and its manufacturing and logistic operation.

Approval of all transactions is ensured through a pre-approved Delegation of Authority [DOA] Schedule which is in-built into the SAP system. DOA is reviewed periodically by the management and compliance of DOA is regularly checked and monitored by the auditors. Your Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis to analyse 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 plansinmonthlyreviewmeetings.Theyreviewtheirachievements vs. budgets in quarterly review meetings. Specialised issues like investments, property, FOREX are discussed in their respective internal committee meetings.

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

Your Company in preparing its financial statements 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 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.

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

M/s Grant Thornton Bharat LLP has been appointed and performed the internal audit of the Company for the financial year 2024-25.

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

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

protect its shareholders and other stakeholder's interest, achieve its business objective and enable sustainable growth.

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

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

Execution of decided strategies and plan with focus on action

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

The Committee has framed the risk management framework of the Company that is approved by the Board.

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.

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.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 sub-section (3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 are annexed to this report as Annexure – 4.

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 occur during the process of manufacturing of PV Solar Modules and for those purposes, we have tied up with PCB authorised vendors for proper and adequate treatment of such residues.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as at 31 March, 2025 is hosted on the website of the Company at the link: https://www.vikramsolar.com/mgt-7-annual-return-for-the-fy-2024-25/

The loan given, guarantee given, and investment made by the Company during the Financial Year ended 31st March 2025 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.

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

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

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

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

The Company's Policy on Prevention of Sexual Harassment at WorkplaceinlinewiththerequirementsoftheSexualHarassment 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 policy is posted on the Company's website and may be accessed at the link https://www.vikramsolar.com/company-policies/

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

The following are the summary of the complaints received and disposed of during FY 2024-2025:

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

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

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.

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

An application dated February 10, 2025, has been filed under Section 9 of the Insolvency and Bankruptcy Code, 2016, as amended ("IBC") by Isitva Steel Private Limited ("ISPL") against the Company before the National Company Law Tribunal, Kolkata Bench, claiming an amount of H 94.41 million on the grounds of non-payment or partial payment of invoices raised by

ISPL, for completion of its work under a sub-contract awarded by the Company. The Company has filed a reply dated May 21, 2025 denying all the averments made by ISPL and praying for dismissal of the application on the grounds inter alia that the application falls below the threshold prescribed under Section 4 of IBC and existence of a pre-existing dispute between the parties. Apart from this application, there is no proceedings against the Company under IBC Code.

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

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

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

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

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

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

5) Buy back of the equity shares.

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

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

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.

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

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:

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 Company's 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 Ministry of Commerce, Ministry of Power-Government of India, Solar Energy Corporation of India Limited (SECI), Indian Renewable Energy Development Agency Limited (IREDA), The State Industries Promotion Corporation of Tamil Nadu Limited (SIPCOT), Tamil Nadu Electricity Board, West Bengal State Electricity Distribution Company Limite (WBSEDCL), Ministry of Industries-Tamil Nadu and West Bengal, The Ministry of New and Renewable Energy (MNRE), State Governments of both West Bengal & Tamil Nadu, Falta SEZ, WB HIDCO and other Government Departments, Banks, Financial Institutions and Communities at large, and look forward to having the same support in the years to come.