Citizen Solar Ltd Directors Report

To, The Members, Citizen Solar Limited

Your Directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the year under review as compared to the previous financial year is summarised below:

( ? in Lakhs)

Particulars	FY 2025-26	FY 2024-25
Profit before Depreciation & Taxation	3,212.60	1,746.61
Less: Depreciation	200.47	170.11
Less: Provision for Taxation	750.00	369.95
Less: Deferred Tax	19.40	43.14
Net Profit after Tax	2,242.73	1,163.42
Less: Other Comprehensive Income	40.02	(0.52)
Net Profit after Other Comprehensive Income	2,202.71	1,163.95

2. PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIRS

During the year under review, the Company recorded significant growth in its operations and financial performance. The turnover of the Company increased by approximately 167.44% compared with the previous financial year.

The Company earned a Profit After Tax of ? 2,242.73 lakh during the financial year 2025-26 as compared with ? 1,163.42 lakh during the previous financial year.

The Board continues to focus on strengthening the Companys business operations, improving operational efficiencies and pursuing sustainable growth opportunities with a view to enhancing long-term stakeholder value. Kindly note that the above performance has been reviewed considering the effect of amalgamation retrospectively. Please refer to note no 5 for more details.

3. DIVIDEND

Considering the Companys future growth plans, working capital requirements, expansion requirements and the need to conserve resources for its business operations, the Board of Directors has considered it prudent not to recommend any dividend for the financial year ended March 31, 2026.

4. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year ended March 31, 2026 and the profits for the year have been retained in the Statement of Profit and Loss/Retained Earnings in accordance with the audited financial statements.

5. AMALGAMATION OF SOLAR CITIZEN PRIVATE LIMITED WITH THE COMPANY

The Honble National Company Law Tribunal, Ahmedabad Bench (NCLT), vide its Order dated March 19, 2026 , approved the Scheme of Amalgamation of Solar Citizen Private Limited with Citizen Solar Limited (formerly known as Citizen Infoline Limited) under Sections 230 to 232 of the Companies Act, 2013, with the Appointed Date being April 1, 2023 .

Since the approval of the Scheme was received subsequent to the approval/adoption of the financial statements for the financial year 2023-24, the corresponding figures and balances relating to FY 2023-24 appearing in the financial statements have been restated/recast to give effect to the Scheme from the Appointed Date in accordance with the terms of the Scheme and the applicable Accounting Standards.

Accordingly, the effects of the amalgamation, including the impact on share capital, reserves and surplus, assets, liabilities and other relevant financial statement line items, have been incorporated in the comparative financial information presented in the financial statements.

The Board believes that the amalgamation will facilitate consolidation of business operations, resources and financial position of the entities and contribute towards improved operational and administrative efficiencies.

6. CHANGE IN NAME OF THE COMPANY

Consequent upon implementation of the Scheme of Amalgamation and completion of the requisite statutory formalities, the name of the Company has been changed from Citizen Infoline Limited to Citizen Solar Limited .

All consequential changes in the statutory records, registrations, disclosures and other documents of the Company are being carried out in accordance with the applicable provisions of law.

7. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. INSURANCE

The properties and insurable assets of the Company are adequately insured against such risks as are considered appropriate by the management.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board

Name	DIN	Designation
Mr. Omprakash L. Jain	00171365	Managing Director
Mr. Harsh Jain	00269655	Whole-Time Director
Mr. Tansukhraj Jain	00171418	Whole-Time Director
Mr. Sagar Jain	08829186	Whole-Time Director
Mr. Chirag H. Jirawala	11054537	Independent Director
Ms. Ashadevi N. Gogad	11054547	Independent Director
Mr. Haresh Parmar	01955268	Independent Director
Mr. Vikash Agrawal	11763805	Independent Director

Managing Director - Mr. Omprakash L. Jain Mr. Omprakash L. Jain (DIN: 00171365) continues as Managing Director of the Company. The Board of Directors, at its meeting held on April 30, 2024, had approved his re-appointment as Managing Director for a period of five years from April 1, 2024 to March 31, 2029, subject to approval of the Members.

The approval of the Members for the aforesaid re-appointment could not inadvertently be obtained at the relevant General Meeting. Accordingly, the re-appointment and terms of remuneration of Mr. Omprakash L. Jain are being placed before the Members for approval at the ensuing Annual General Meeting.

It is also proposed to seek approval of the Members for payment of remuneration to him up to an overall maximum of ? 84,00,000 (Rupees Eighty-Four Lakhs only) per annum , with authority to the Board of Directors/Nomination and Remuneration Committee to determine, alter or vary the components thereof within the aforesaid ceiling, subject to the applicable provisions of Sections 197 and 198 read with Schedule V and other applicable provisions of the Companies Act, 2013.

As per the terms of his appointment as Managing Director, Mr. Omprakash L. Jain shall not be liable to retire by rotation during his tenure as Managing Director.

Appointments with effect from May 28, 2026 Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 28, 2026, approved the following appointments, subject to approval of the Members wherever required:

? Mr. Haresh Parmar (DIN: 01955268) and Mr. Vikash Agrawal (DIN: 11763805) were appointed as Additional Directors in the category of Independent Directors. Their appointment as Independent Directors for a period of five consecutive years from May 28, 2026 to May 27, 2031, not liable to retire by rotation, is being placed before the Members at the ensuing Annual General Meeting.

? Mr. Harsh Jain (DIN: 00269655), Mr. Tansukhraj Jain (DIN: 00171418) and Mr. Sagar Jain (DIN: 08829186) were appointed as Additional Directors and Whole-Time Directors of the Company with effect from May 28, 2026. Their appointment as Whole-Time Directors for a period of five years from May 28, 2026 to May 27, 2031, liable to retire by rotation, together with their remuneration, is being placed before the Members at the ensuing Annual General Meeting. The remuneration payable to each of the aforesaid Whole-Time Directors shall be determined by the Board of Directors/Nomination and Remuneration Committee from time to time, subject to a maximum overall remuneration of ?84,00,000 (Rupees Eighty-Four Lakhs only) per annum for each Whole-Time Director, and subject further to the applicable provisions of the Companies Act, 2013, Schedule V and other applicable laws.

Resignation of Mr. Ravindra O. Jain Mr. Ravindra O. Jain (DIN: 00412684) resigned from the office of Director of the Company with effect from May 28, 2026. The Board places on record its sincere appreciation for the valuable services and contribution rendered by him during his tenure as Director of the Company. His cessation as a Director does not affect his position as Chief Financial Officer unless separately determined by the Board.

Inter-se Relationship

? Mr. Omprakash L. Jain and Mr. Tansukhraj Jain are brothers.

? Mr. Harsh Jain is the son of Mr. Omprakash L. Jain and nephew of Mr. Tansukhraj Jain.

? Mr. Sagar Jain is the son of Mr. Tansukhraj Jain and nephew of Mr. Omprakash L. Jain.

? Accordingly, Mr. Harsh Jain and Mr. Sagar Jain are cousins.

10. KEY MANAGERIAL PERSONNEL

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, the following persons are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Omprakash L. Jain	Managing Director
Mr. Ravindra O. Jain	Chief Financial Officer
Mr. Abhijit Roy	Company Secretary

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency necessary for effectively discharging their duties.

12. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors of the Company met 17 (Seventeen) times. The meetings were held on the following dates: April 1, 2025; May 21, 2025; June 9, 2025; June 10, 2025; June 27, 2025; July 10, 2025; July 28, 2025; August 6, 2025; August 22, 2025; September 20, 2025; November 12, 2025; December 12, 2025; January 9, 2026; February 6, 2026; February 27, 2026; March 11, 2026; and March 31, 2026.

The intervening gap between any two consecutive Board Meetings was within the period prescribed under the Companies Act, 2013, the applicable Secretarial Standards and other applicable regulatory requirements. The requisite quorum was present at all the meetings. The details of attendance of individual Directors at the Board Meetings are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

13. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177 of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations. The composition of the Audit Committee, terms of reference, number of meetings held and attendance of members are disclosed in the Corporate Governance Report forming part of the Annual Report. During the year under review, the Board accepted all recommendations made by the Audit Committee.

14. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted in accordance with Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations. The Companys Nomination and Remuneration Policy lays down, inter alia, criteria for determining qualifications, positive attributes and independence of Directors and matters relating to remuneration of Directors, Key Managerial Personnel and Senior Management. The Policy is available on the Companys website at https://www.citizensolar.com/wp-content/uploads/2022/05/Policy_Nomination_Remuneration.pdf .

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations. The composition, functions, meetings and other particulars of the Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

16. ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors. The evaluation, inter alia, considered Board composition and structure, effectiveness of Board processes, quality and timeliness of information, participation and contribution of Directors, strategic inputs, risk management, corporate governance, functioning of Committees and fulfilment of responsibilities. The Independent Directors also evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairperson, as applicable.

17. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and 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 such systems were adequate and operating effectively.

19. STATUTORY AUDITORS

M/s. Krutesh Patel & Associates , Chartered Accountants, Ahmedabad, are the Statutory Auditors of the Company. The Statutory Auditors were appointed by the Members for a term extending up to the conclusion of the 33rd Annual General Meeting, subject to the terms of their appointment and applicable provisions of the Companies Act, 2013.

20. STATUTORY AUDITORS REPORT

The Statutory Auditors Report on the Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation or comments by the Board.

21. FRAUDS REPORTED BY AUDITORS

During the year under review, no fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, subject to confirmation with the final Statutory Auditors Report.

22. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended March 31, 2026 from Ms. Jolly Krutesh Patel , Practising Company Secretary. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure B and forms an integral part hereof.

The Secretarial Auditor has, inter alia, observed that the approval of the Members for the re-appointment of Mr. Omprakash Lalchand Jain (DIN: 00171365) as Managing Director was inadvertently not obtained at the General Meeting when due, as required under Section 196(4) of the Companies Act, 2013.

Boards Explanation / Comments The Board acknowledges the aforesaid observation. The omission to obtain Members approval was inadvertent and procedural in nature and occurred without any mala fide intention.

The Board has taken note of the matter and, with a view to ensuring due compliance with the applicable provisions of the Companies Act, 2013, has decided to place the re-appointment of Mr. Omprakash Lalchand Jain as Managing Director, together with the terms and conditions of his appointment and remuneration, before the Members at the ensuing Annual General Meeting for their approval.

The Board has also taken appropriate steps to strengthen the Companys internal compliance and secretarial review mechanism so as to avoid recurrence of such procedural omission.

23. COST RECORDS AND COST AUDIT

The Company is required to maintain cost records pursuant to 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.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. During the year under review, such controls were tested and no reportable material weaknesses in their design or operation were observed, subject to the findings contained in the Statutory Auditors Report, if any.

25. RISK MANAGEMENT

The Company has adopted an appropriate Risk Management framework for identification, assessment, monitoring and mitigation of various risks associated with its business. The details of the Companys risk management practices are set out in the Management Discussion and Analysis Report forming part of this Annual Report.

26. RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year were reviewed in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All related party transactions entered into during the year were in the ordinary course of business and on an arms-length basis. The Company did not enter into any material related party transaction requiring disclosure under its Policy on Materiality of Related Party Transactions, subject to reconciliation with the final audited financial statements. Please refer to the Note 38 of Financial Statements for the same.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided, if any, covered under Section 186 of the Companies Act, 2013 are disclosed in the relevant notes to the Financial Statements. The Company has complied with the applicable provisions of Section 186 during the year under review, subject to reconciliation with the final audited financial statements and statutory records.

28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and/or are annexed hereto as Annexure B.

29. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance, transparency and accountability. The Company has complied with the applicable corporate governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. A separate Report on Corporate Governance, together with the requisite certificate regarding compliance with the conditions of Corporate Governance, forms part of this Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the applicable provisions of the SEBI Listing Regulations, forms part of this Annual Report.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees in accordance with Section 177 of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations. The mechanism provides adequate safeguards against victimisation and provides access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism/Whistle Blower Policy are disclosed in the Corporate Governance Report and on the Companys website at https://www.citizensolar.com/wp-content/uploads/2022/05/Vigil_Mechanism.pdf

32. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Companys website at https://www.citizensolar.com/citizeninfoline .

33. MATERIAL CHANGES AND COMMITMENTS

Except as otherwise disclosed in this Report, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2026, and the date of this Report.

Material developments during/subsequent to the financial year include:

? sanction of the Scheme of Amalgamation of Solar Citizen Private Limited with the Company by the Honble NCLT vide Order dated March 19, 2026;

? implementation of the Scheme with effect from the Appointed Date of April 1, 2023;

? change in the name of the Company from Citizen Infoline Limited to Citizen Solar Limited;

? appointment of Mr. Haresh Parmar and Mr. Vikash Agrawal as Independent Directors with effect from May 28, 2026;

? appointment of Mr. Harsh Jain, Mr. Tansukhraj Jain and Mr. Sagar Jain as Whole-Time Directors with effect from May 28, 2026; and

? resignation of Mr. Ravindra O. Jain from the office of Director with effect from May 28, 2026.

34. CHANGE IN NATURE OF BUSINESS

During/subsequent to the year under review, the Company has undergone changes in its business operations pursuant to the corporate restructuring and Scheme of Amalgamation. Consequent thereto, the Company is presently carrying on its business under the name Citizen Solar Limited. The detailed nature of the Companys business activities is set out in the Management Discussion and Analysis Report and relevant disclosures forming part of the Annual Report.

35. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March 31, 2026, the Company had No subsidiaries, associate companies and joint ventures .

36. SIGNIFICANT AND MATERIAL ORDERS

The Honble National Company Law Tribunal, Ahmedabad Bench, vide its Order dated March 19, 2026, sanctioned the Scheme of Amalgamation of Solar Citizen Private Limited with the Company, as disclosed elsewhere in this Report. Except for the aforesaid Order and any other matters specifically disclosed in this Annual Report, no significant or material order has been passed by any Regulator, Court or Tribunal which would materially impact the going concern status of the Company or its future operations.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution requiring disclosure of the difference between the valuation done at the time of such settlement and the valuation done while taking the loan.

39. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including constitution of the Internal Committee, wherever applicable. The status of complaints during the financial year 2025-26 is as follows:

Particulars	Number
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Complaints pending for more than 90 days	Nil

40. MATERNITY BENEFIT

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, wherever applicable.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with the applicable Rules are provided in Annexure C to this Report.

42. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters to the extent there were no such transactions/events during the year under review: a. issue of equity shares with differential rights as to dividend, voting or otherwise; b. issue of sweat equity shares; c. issue of shares to employees under any employee stock option scheme, except where separately disclosed in this Annual Report; d. receipt of remuneration or commission by the Managing Director or Whole-Time Directors from any subsidiary, where no such remuneration or commission was received; and e. such other matters in respect of which the applicable statutory provisions permit a nil disclosure.

43. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued support, assistance and cooperation received from the Companys shareholders, investors, customers, suppliers, bankers, business associates, Central and State Governments, BSE Limited, regulatory authorities and other stakeholders.

Your Directors also place on record their appreciation for the dedication, commitment and contribution of the employees of the Company during the year under review.

For and on behalf of the Board of Directors
	CITIZEN SOLAR LIMITED
(Formerly known as Citizen Infoline Limited)
Omprakash L Jain	Tansukhraj L Jain
Managing Director	Whole Time Director
DIN: 00171365	DIN: 00171418
	Place: Ahmedabad
	Date: August 13, 2026