Directors Report of Emmvee Photovoltaic Power Ltd.

Mar 31, 2024

Your directors are pleased in presenting their Seventeenth Annual Report on the working of
your Company together with Audited Standalone and Consolidated Financial Statements of
Emmvee Photovoltaic Power Private Limited (Company) for the year ended 31^st March
2024.

1. FINANCIAL HIGHLIGHTS:

Particulars	Standalone		Consolidated
	Financial Year ended 31.03.2024	Financial Year ended 31.03.2023	Financial Year Ended 31.03.2024	Financial Year Ended 31.03.2023
Revenue from Operations	1,24,381.44	70,537.59	96,423.06	61,617.17
Other Income	1,156.10	1,869.50	391.58	1,895.75
Total Income	1,25,537.54	72,407.09	96,814.64	63,512.92
Total Expenditures	1,14,256.13	69,671.87	86,234.65	60,698.90
Profit/ (Loss) Before Tax	11,281.41	2,735.21	10,579.99	2,814.02
Tax Expenses	3,054.91	470.17	3,100.02	491.70
Net Profit/(Loss) After tax	8,226.50	2,265.04	7,479.97	2,322.32

2. PERFORMANCE REVIEW:

During the financial year, your Company has recorded revenue from operations on
standalone basis of Rs. 1,24,381.44 Lakhs as compared to the previous year’s revenue from
operations of Rs. 70,537.59 Lakhs with growth of 76%. Your Company has recorded profit
after tax of Rs. 8,226.50 Lakhs during the financial year as compared to the previous year’s
profit of Rs. 2,265.04 Lakhs.

The revenue from operations on consolidated basis is Rs. 96,423.06 Lakhs as compared to
the previous year’s revenue from operations of Rs. 61,617.17 Lakhs and profit after tax of
Rs. 7,479.97 Lakhs as compared to the previous year’s profit after tax of Rs. 2,322.32
Lakhs.

Your directors expect that there will be a reasonable growth in the operations of the
Company in the current financial year. Your directors are making all efforts to ensure optimal
operational results in coming years and achieving improved margins.

The Company continues to strengthen its commitment to the highest levels of quality,
superior customer experience, best-in-class service management, robust information
security and privacy practices and mature business continuity management.

3. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of Business carried out by the Company during the
financial year 2023-24.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There is no material changes and commitments affecting the financial position between the
end of financial year and date of report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

There are no such orders passed by the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF ITS SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March 2024 the Company has 03 Wholly Owned Subsidiaries l.e. M/s. Emmvee
Energy Private Limited, M/s. Emmvee Energy GmbH and M/s. Emmvee Energy Inc. During
the year, the Board of Directors have reviewed the performance of subsidiaries at regular
intervals. Further, the Company has sold one of its subsidiary Company ES Neptune Solar
Private Limited on 05.12.2023.

As required under the Companies Act, 2013 the Company has prepared the consolidated
financial statement.

As per provisions of Section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statement of the subsidiaries as on 31^st March 2024 is
disclosed in Form AOC-1 is attached as ‘Annexure-I’.

7. DIVIDEND:

Your directors are informed you that, in order to conserve the resources for future growth
and considering the business growth plans, the Board of Directors have not proposed any
dividend for the financial year ended 31^st March 2024.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year other than
transfer of net profit of Rs. 8,226.50 Lakhs from statement of profit and loss.

9. SHARE CAPITAL:

The Board provides following disclosures pertaining to Companies (Share Capital and
Debentures) Rules, 2014:

SI.
No.	Particulars	Disclosure
1.	Issue of Equity shares with differential rights	Nil
2.	Issue of Sweat Equity shares	Nil
3.	Issue of employee stock option	Nil
4.	Provision of money by company for purchase of its own shares by trustees for the benefit of employees	Nil

The authorized Share Capital of the Company as on 31^st March 2024 was Rs.
12,00,00,000/- consisting of 1,20,00,000 equity shares of Rs. 10/- each and paid-up share
capital was Rs10,79,18,100/- consisting of 1,07,91,810 equity shares of Rs. 10/- each.

During the financial year 2023-24, the Company has not issued any shares or convertible
instruments._ _

10. DEPOSITS:

During the year your Company has accepted unsecured deposit in the form of unsecured
loan of Rs. 10,440 Lakhs from the members of the Company by compliance with the
provisions of Section 73(1) of the Companies Act, 2013. The details of deposit accepted by
the Company as follows:

SI. No	Particulars	Disclosure
a.	Details of deposits accepted during the year	The company has accepted deposit from the members as per Sec.73(1) of the Companies Act, 2013.
b.	deposits remaining unpaid or unclaimed as at the end of the year	Rs. 6,238.53 Lakhs
c.	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved	Nil
0)	at the beginning of the year	NA
(ii)	maximum during the year (i.e. highest number of cases pending repayment of deposits or interest during the year and maximum amount that was due);	NA
(iii)	at the end of the year	NA
d.	details of deposits which are not in compliance with the requirements of the Act	NA
e.	details of National Company Law Tribunal (NCLT)/National Company Law Appellate Tribunal (NCLAT) orders with respect to depositors for extension of time for repayment, penalty imposed, if any	NA
f.	in case of a private Company, details of amount received from a person who at the time of the receipt of the amount was a director of the Company or relative of the director of the Company	NA

11. BOARD OF DIRECTORS & KMP:

The Board comprises of following Directors for the financial year ending 31.03.2024:

SI. No.	Name of the Director	DIN	Designation
i.	Mr. Manjunatha Donthi Venkatarathnaiah	00249495	Managing Director
ii.	Mrs. Manjunatha Donthi Shubha	00249559	Director
iii.	Mr. Srinath Thippegowda	01508121	Whole-time director
iv.	Mr. Nandeesh Kumar Rajashekaraiah Hundi	05251969	Director
V.	Mr. Suhas Donthi Manjunatha	09671635	Additional Director
vi.	CS. Nagaraj Shrinivas Ronad	M. No. A56336	Company Secretary

Mr. Jatin Saluja has resigned from Directorship of the Company w.e.f. 22.03.2024 and Mr.
Suhas Donthi Manjunatha has been appointed as Additional Director of the Company w.e.f.
22.03.2024. The Board proposed to appoint Mr. Suhas Donthi Manjunatha as Director of the
company at the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The provision of Section 149(7) of the Companies Act, 2013, is not applicable.

13. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, the Company held 19 Board meetings, and the details of
attendance are mentioned in below table:

No of Meetings	Date of Board Meeting	Manjunatha D V	Shubha M	Srinath T	Nandeesh Kumar HR	Jatin Saluja
01	02/05/2023	?		•/		?
02	20/06/2023	?				?
03	23/06/2023		V		V	?
04	06/07/2023		S	•/		?
05	14/07/2023		S	¦/		?
06	31/07/2023	¦/	V			?
07	06/09/2023		V	¦/	?	?

08	11/09/2023					s
09	25/09/2023		s			V
10	19/10/2023	?	>/	•/		s
11	29/11/2023	¦/				s
12	06/12/2023	¦/	s	s	•/	s
13	28/12/2023	V	s			s
14	03/01/2024	s	•/		s
15	04/01/2024	s		•/	v''	v''
16	16/01/2024		s		?	s
17	08/02/2024	?	s			s
18	19/02/2024		s		s	s
19	22/03/2024	?	s

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:

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 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) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) the directors had prepared the annual accounts on a going concern basis; and

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

15. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI).

16. RELATED PARTY TRANSACTIONS:

The Company has entered transaction with its subsidiary and associate companies at Arm’s
Length Basis in the ordinary course of business. There were no materially significant related
party transactions with the Company’s promoters, directors, Management or their relatives,
which could have a potential conflict with the interests of the Company at large. The
transactions entered with related parties are provided as ‘Annexure II’.

17. CORPORATE SOCIAL RESPONSIBILITY POLICY:

In pursuance of provision of Section 135 of Companies Act, 2013 read with Schedule VII, the
Company has spent an amount of Rs. 14,60,843/- towards CSR expenditure for the financial
year 2023-24. The same has been transferred to Emmvee Foundation trust. The detailed
report on CSR is enclosed as ‘Annexure-IH’.

18. REMUNERATION POLICY:

As on 31^st March 2024 the Company is not covered under the provisions of Section 178(1) of
the Companies Act, 2013. However, remuneration policy as adopted by the Company
envisages payment of remuneration according to qualification, experience and performance
at different levels of the organisation.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan and guarantee given, and investment made by the Company during the financial
year 2023-24 is disclosed in notes to financial statement.

20. CREDIT RATING:

During the year, the Company is not required to obtain credit rating for the securities.

21. TRANSFER OF AMOUNT TO IEPF:

During the year, the Company is not required to transfer any amount to Investor Education
and Protection Fund (IEPF).

22. HUMAN RESOURCES:

Our employees are our most valuable assets. We are committed to hiring and retaining the
best talent and being amongst the industry’s leading employers. For this, we focus on
promoting a collaborative, transparent and participative organization culture, and rewarding
merit and sustained high performance. Our human resources management focuses on
allowing our employees to develop their skills, grow in their career and navigate their next.

The management has always carried out systematic appraisal of performance and imparted
training at periodic intervals. The Company has always recognized talent and has judiciously
followed the principle of rewarding performance.

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

SI. No.	PARTICULARS		DISCLOSURE
(A)	Conservation of Energy: (i) The steps taken or impact on conservation of energy (ii) The steps taken by the Company for utilizing alternate sources of energy (iii) The capital investment on energy conservation equipment		Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance through improved operational techniques.
			Water Conservation: Water Conservation continues to receive priority attention at all levels of Company’s operations
(B)	Technology Absorption: (i) The efforts made towards technology absorption.		To meet the ever-changing needs and expectations of the Customers, the Company continue to develop the products and the quality of the products

		on a regular basis. During the year 2021-22, the company has commissioned the new module manufacturing line of 750 MW,
	(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.	Cost reduction, product development, increased market share, revenue and profit.
	(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year).	During the last 3 years, the Company has imported plant and machinery as given below: 2021- 22: Rs. 6,330.44 Lakhs 2022- 23: Rs. 310.41 Lakhs 2023- 24: Rs. 134.22 Lakhs
	(iv) The expenditure incurred on Research and Development.	Nil

24. FOREIGN EXCHANGE EARNINGS AND OUTGO:

SI.	Particulars	As on 31.03.2024	As on 31.03. 2023
No.		(Amount in Lakhs)	(Amount in Lakhs)
01	Foreign Exchange Earnings	329.05	13,066.39
02	Foreign Exchange Outgo	62238.49	36207.36

25. RISK MANAGEMENT:

The Company has a robust Business Risk Management framework to identify, evaluate
business risk and opportunities. This framework seeks to create transparency, minimise
adverse impact on the business objectives and enhance the Company’s competitive
advantage. The business risk framework defines the Risk Management approach across the
Company at various levels including documentation and reporting. ____

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.

26. VIGIL MECHANISM:

Your Company has established a Whistle Blower Policy in order to assure that the business
is conducted with integrity and that the Company’s financial information is accurate and
enables all the stakeholder to report their genuine concerns. The Company has not received
any compliant under Whistle Blower Policy during the F.Y. 2023-24.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use, or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company has followed all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements.

28. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is
available at www.emmvee.com.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013:

The Company is committed to provide a professional work environment free of harassment,
disrespectful or other unprofessional conduct. In order to create such a safe and conducive
work environment, a policy has been framed, in line with the provisions of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
This policy prohibits conduct that is disrespectful, unprofessional as well as harassment
based on factors such as gender, marital status, age, race, religion, colour, appearance,
region, national origin or ancestry, physical or mental disability, medical condition, genetic
information, sexual orientation, etc.

This policy applies to all employees of the Company, people engaged in the operation of the
Company including supervisors and managers, suppliers, customers, independent
-contractors and any other people involved in the running of the business across all locations.

Further, the policy assures complete anonymity and confidentiality of information to the
reporting individual.

An Internal-Complaints Committee has been set up to redress complaints received regarding
sexual harassment. During the year, no complaints were received by the Company related to
sexual harassment.

30. PARTICULARS OF EMPLOYEES:

As on 31^st March 2024 the Company is a Private Limited Company and hence, the provision
of section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 is not applicable.

31. CORPORATE GOVERNANCE:

Your Company place the utmost importance on its fiduciary role as a guardian of
stakeholders’ interest and strives to achieve a mutually aligned objective of value and wealth
creation for all interested parties. The Board and the Management humbly acknowledge this
role and continue to propagate this belief through all layers of the organization to create an
environment of accountability and trust.

These responsibilities continue to be the focus of its attention along the path of expansion,
ensuring the highest standards of ethics and integrity in all its business dealings while
avoiding potential conflicts of interest. The result of this is a corporate structure which serves
its ever-expanding business needs while maintaining transparency and adherence to the
above stated beliefs.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 f31 OF 20161 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2013 as on 31^st March 2024.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

The Company didn’t enter any transaction for obtaining valuation report for the FY. (

34. AUDITORS:

i. STATUTORY AUDITORS:

M/s. P Chandrasekar LLP (FRN: S200066), Chartered Accountants appointed as
Statutory auditors of the Company at the AGM held on 30^th September, 2019 and retire at
the ensuing Annual general meeting.

The Board proposed to re-appoint M/s. P Chandrasekar LLP (FRN: S200066), Chartered
Accountant as Statutory auditors of the Company for the period of four years at the ensuing
Annual General Meeting. The Company has received the necessary consent and eligibility
certificate from them for the proposed appointment.

The Auditors’ Report for the financial year does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Further, the Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act.

ii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ganapathi &
Mohan, Company Secretaries in practice undertook the Secretarial Audit of the Company for
the year ended 31^st March, 2024. The Secretarial Audit report in Form MR-3 is enclosed to
this report as Annexure-IV. The reply to the qualification made by the Secretarial auditors in
their report as follows:

Auditors’ comments	Reply to the Qualification
The Company is yet to file the return of deposit for the financial year ended 31st March 2023 for the deposit availed from the members of the Company.	There is a technical issue in filing revised the form DPT-3. The Company is in the process of rectifying the same.

iii. INTERNAL AUDITORS:

M/s. R Subramanian and Company LLP, Bengaluru, Chartered Accountant(s) conducted the
internal audit of the Company for the financial year 2023-24 and their report is reviewed on
quarterly basis.

iv. COST AUDITORS-

The Board of Directors have appointed M/s. Murthy & Co. LLP, Cost Accountants as Cost
Auditors of the Company to conduct the audit of Company’s cost records for the FY.2024-25.
Accordingly, pursuant to provisions of Section 143(3) of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014, Board hereby proposes for ratification of
remuneration paid to them at the ensuing Annual General Meeting.

35. ACKNOWLEDGEMENT-

Your directors take this opportunity to thank its Bankers for their support in the growth of the
Company. Your directors wish to acknowledge with gratitude the patronage extended to the
Company by the large body of its customers and contribution made by the employees at all

levels and look forward to their dedicated commitment in the years to come towards the
Company reaching greater heights.

Finally, Directors would like to convey their deep sense of gratitude to the members and look
forward to their continued support in the growth of the Company.

Date- 24.9.2024 ^{0n behalf of the Board}

Place Bengaluru for Emmvee photovoltaic power Limited

Manjunatha D V Suhas Donthi Manjunatha

Managing Director Director

DIN:00249495 DIN:09671635

# 312, ‘Shubhasri’, # 312,‘Shubhasri’,

3 Cross, 3^rd Cross,

RMV II Stage Extension RMV II Stage Extension
Bengaluru North - Bengaluru North -

560094 560094