Acquisition

:L1.U| TLSOLAR September 04, 2026 The Manager The Manager Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Fort Bandra (E), Mumbai 400 051 Mumbai 400 001 Maharashtra, India Maharashtra, India Scrip Symbol : UTLSOLAR Scrip Code: 544613 Subject: Investment in Compulsorily Convertible Debentures (CCDs) of Zayo Energy Private Limited (“ZEPL”) –Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Madam/ Sir, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, as amended from time to time, we wish to inform that, pursuant to the approvals of the Board of Directors, the Company has entered into an Compulsorily Convertible Debenture Subscription Agreement with Zayo Energy Private Limited (“ZEPL”), an associate company on September 04, 2026, for making an investment of by way of subscription to 833 Compulsorily Convertible Debentures (CCDs) at a value of 60,093 (including face value of Rs.10 each and premium of Rs. 60,083) aggregating to Rs. 5,00,57,469/- (Rupees Five Crore Fifty-Seven Thousand Four Hundred and Sixty-Nine only) in ZEPL. The details required under Regulation 30 of the SEBI Listing Regulations read with Para A of Part A of Schedule III thereto and the aforesaid SEBI Master Circular are enclosed herewith as Annexure The meeting commenced at 03:30 P.M. (IST) and concluded at 05:10 P.M. (IST). The above details will also be available on the website of the Company at https://www.utlsolarfujiyama.com/ Kindly take the same on record. Thanking you, Yours Sincerely, For Fujiyama Power Systems Limited (Formerly Fujiyama Power Systems Private Limited) MAYURI Ul20260901 Mayuri Gupta Company Secretary and Compliance Officer M. No.: A75210 FUJIYAIWA POWER SYSTEMS LIMITED (IormerlyFujiyamaaPowerSystems Private Limited) 53Af6, NearNDPI.Grid()fli:c Near NlvlrnStation, IndutrialArea, Sat Guru RamSingh Mark.. Delhi llllol5. India CIN I.3190901,2017P1.C3265l.3. CSTNo 07AADCF2634F1ZY 191 9968309514,99(83095lf, l:mail: investor(autlsnlarfujiyama.eom :L1.U| TLSOLAR Annexure-A The details, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular bearing reference no. HO/49/14/14(7)2025- CFD-POD2/1/3762/2026 dated January 30, 2026, are as under: S. No. Details Particulars 1. Name of the target entity, details in brief Zayo Energy Private Limited (“ZEPL”) such as size, turnover etc. (CIN: U27320DL2022PTC399031) is a private limited company incorporated under the provisions of the Companies Act, 2013 having its registered Office at Plot No 4, Road No 5, G/F Jai Dev Park, East Punjabi Bagh, West Delhi, India, 110026. Its Paid-up share capital is Rs. 1,00,000 and Turnover for FY 2025-26 was Nil. 2. Whether the acquisition would fall within Zayo Energy Private Limited (“ZEPL”) is a related party transaction (s) and whether related party, being an Associate Company. the promoter/ promoter group/ group None of the promoter(s), promoter group or companies have any interest in the entity group companies have any interest in ZEPL. being acquired? If yes, nature of interest and details thereof and whether the same is The transaction is proposed to be undertaken done at “arm’s length”. on an arm’s length basis. The investment is proposed to be made basis the valuation of equity shares of ZEPL ontained from Mr. Subodh Kumar Sharma (IBBI Registered Valuer). 3. Industry to which the entity being acquired Manufacturing of PV ribbon wire, PV belongs. busbar, copper wires, solder bars & solder wires and manufacturing of aluminium frame used in solar panels which will include foundry, extrusion, anodizing & cutting punching of aluminium and manufacturing of different solar panels products like EVA sheet, junction boxes, backsheet & other products. 4. Objects and effects of acquisition The target entity is engaged in the (including but not limited to, disclosure of manufacturing of PV ribbon wire, PV reasons for acquisition of target entity, if its busbar, copper wires, solder bars & solder business is outside the main line of wires and manufacturing of aluminium business of the listed entity). frame used in solar panels which will include foundry, extrusion, anodizing & FUJIYAIWA POWER SYSTEMS LIMITED (IormerlyFujiyamaaPowerSystems Private Limited) 53Af6, NearNDPI.Grid()fli:c Near NlvlrnStation, IndutrialArea, Sat Guru RamSingh Mark.. Delhi llllol5. India CIN I.3190901,2017P1.C3265l.3. CSTNo 07AADCF2634F1ZY 191 9968309514,99(83095lf, l:mail: investor(autlsnlarfujiyama.eom :L1.U| TLSOLAR cutting punching of aluminium and manufacturing of different solar panels products like EVA sheet, junction boxes, backsheet & other products, which is in the same line of business as the Company. The proposed acquisition will enable backward integration, strengthen the Company’s value chain and result in operational and strategic synergies. 5. Brief details of any governmental or Not required/ applicable regulatory approvals required for the acquisition. 6. Indicative time period for completion of The acquisition/ allotment of 833 the acquisition. Compulsory Convertible Debentures (“CCDs”) at a value of 60,093 (including face value of Rs.10 each and premium of Rs. 60,083) aggregating to Rs. 5,00,57,469 is expected to be completed within 60 days from the date of approval. 7. Nature of consideration - whether cash Cash consideration consideration or share swap and details of the same. 8. Cost of acquisition or the price at which the The Company intends to invest Rs. shares are acquired. 5,00,57,469/- (Rupees Five Crore Fifty- Seven Thousand Four Hundred and Sixty- Nine only) by subscribing 833 Compulsory Convertible Debentures (“CCDs”) at a value of Rs. 60,093 (including Face Value of Rs. 10 and premium 60,083) 9. Percentage of shareholding/ control The aggregate shareholding of the Company acquired and/ or number of shares currently stands at 50%. acquired. There wil be no change in the shareholding struture of the Company after subscribing to theaforesaid CCDs, However, the shareholding shall be changed post conversion of CCDs into the equity share capital of the Company as per the agreed terms and conditions. 10. Brief background about the entity acquired ZEPL (CIN: U27320DL2022PTC399031) in terms of products/line of business is incorporated on May 25, 2022, having its FUJIYAIWA POWER SYSTEMS LIMITED (IormerlyFujiyamaaPowerSystems Private Limited) 53Af6, NearNDPI.Grid()fli:c Near NlvlrnStation, IndutrialArea, Sat Guru RamSingh Mark.. Delhi llllol5. India CIN I.3190901,2017P1.C3265l.3. CSTNo 07AADCF2634F1ZY 191 9968309514,99(83095lf, l:mail: investor(autlsnlarfujiyama.eom :L1.U| TLSOLAR acquired, date of incorporation, history of Registered Office at Plot No 4, Road No 5, last 3 years turnover, country in which the G/F Jai Dev Park, East Punjabi Bagh, West acquired entity has presence and any other Delhi,Delhi, India- 110026. significant information (in brief). The Company is engaged in the business of manufacturing of PV ribbon wire, PV busbar, copper wires, solder bars & solder wires and manufacturing of aluminium frame used in solar panels which will include foundry, extrusion, anodizing & cutting punching of aluminium and manufacturing of different solar panels products like EVA sheet, junction boxes, backsheet & other products. The company operates only in India. Turnover of ZEPL during the last three financial years: Nil, as the Company has not yet commenced commercial operations. FUJIYAIWA POWER SYSTEMS LIMITED (IormerlyFujiyamaaPowerSystems Private Limited) 53Af6, NearNDPI.Grid()fli:c Near NlvlrnStation, Indut [Showing first 8,000 characters — download PDF for full document]