Indosolar Ltd Directors Report

To,

The Members,

Indosolar Limited

The Directors present this 17 th annual report of Indosolar Limited (the Company/Indosolar) on the business, operations and state of affairs of the Company together with the audited financial statements for the financial year ended on March 31, 2026.

1. FINANCIAL SUMMARY:

The highlights of the Companys financial performance for the Financial Year ended on March 31, 2026, are summarized below:

Particulars	FY 2025-26 (Rs. in Lakhs)	FY 2024-25 (Rs. in Lakhs)
Revenue from Operations	67,984.85	32,390.62
Other Income	151.69	83.94
Total Income	68,136.54	32,474.56
Cost of Materials Consumed	35,415.82	20,517.41
Manufacturing Expenses	3,007.65	1,985.52
Employee Benefits Expense	578.88	306.01
Other Expenses	1,346.22	875.87
Depreciation and Amortization	3,670.79	2,732.89
Finance Costs	126.94	1,377.78
Profit Before Tax	23,428.46	5,477.74
Tax Expenses	(1,231.45)	(0.45)
Profit After Tax	24,659.91	5,478.19

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

During the period under review, total revenue of the Company for the year was Rs. 68,136.54 lakhs as against Rs. 32,474.56 lakhs in the previous year. During the period under review, the Company earned profit before tax of Rs. 23,428.46 lakhs against the profit before tax of Rs. 5,477.74 lakhs in the previous year. The profit after tax for the year is Rs. 24,659.91 lakhs against the profit after tax of Rs. 5,478.19 lakhs in the previous year.

For an Indian solar manufacturer, liquidity and capital resources are crucial for sustaining operations and growth. Key aspects include readily available cash, access to working capital, and the ability to manage debt obligations. Strong liquidity ensures the company can meet short-term liabilities, while robust capital resources support long-term investments in expansion and technology upgrades. We aim to maintain sufficient cash and cash equivalents and may explore arrangements for loans for its working capital requirements.

3. DIVIDEND AND RESERVES

Your board has not declared any dividend for the financial year ended March 31, 2026, and consequently there are no amounts to be transferred to the reserve.

4. SHARE CAPITAL

At the end of the Financial Year 2026 the capital of the Company is as follows:

1. Total Authorized Capital: INR 1000,00,00,000/- (Equity INR 500,00,00,000/- and Preference INR 500,00,00,000/-)

2. Total Paid up Equity Share Capital: INR 41,60,36,910/-

3. Promoter shareholding: 74.93% Public: 25.07% as on March 31, 2026.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES

The Company has no subsidiary, associate or joint venture Company during the financial year and as on March 31, 2026.

6. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate

Governance requirements as stipulated by the Securities and Exchange Board of India (the SEBI). The report on

Corporate Governance as prescribed in the Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements), 2015 (SEBI Listing Regulations) forms an integral part of this Annual Report as Annexure- A .

The requisite certificate from M/s Jajodia and Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance along with a declaration signed by managing director of the Company stating that the Members of the Board of Directors and Senior Management have affirmed the compliance with code of conduct of the Board of Directors and Senior Management, is attached to the report on Corporate Governance.

7. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 (the Act) the Annual Return as on March 31, 2026, is available on the website of the Company at www.indosolar.co.in.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has 7 (seven) directors of which 1 (one) is executive director, 3 (three) are non-independent non-executive directors and 3 (three) independent directors (including one-woman independent director).

Changes during FY 2025-2026:

Mr. Amit Ashok Paithankar (DIN: 02435057) was appointed as Non-Executive Director w.e.f. April 17, 2025, he resigned from the position of Director and CEO w.e.f. January 16, 2026.

Mr. Mahesh Ramchand Chhabria was appointed as Non-Executive Independent Director w.e.f. April 17, 2025.

Mr. Nilesh Bhogilal Gandhi (DIN: 03570656) resigned from the position of Independent Director w.e.f. July 18, 2025.

Mr. Shiv Kumar Agarwal (DIN: 05176334) was appointed as Independent Director w.e.f. July 18, 2025; he resigned w.e.f. January 28, 2026.

Dr. Jignesh Devchandbhai Rathod (DIN: 11121448) was appointed as Additional Director (Non-Executive) and CEO w.e.f. January 16, 2026, thereafter he was regularized as Director (Non-Executive) on February 02, 2026 via postal ballot.

Ms. Sonal Shrivastava resigned from position of CFO w.e.f. March 20, 2026.

Mr. Abhishek Pareek was appointed as CFO and KMP w.e.f. April 20, 2026.

Mr. Nilesh Bhogilal Gandhi was re-appointed as an Additional Director (Independent) w.e.f. April 20, 2026 (second term).

Mr. Hitesh Pranjivan Mehta retires by rotation at the ensuing AGM and, being eligible, offers himself for reappointment.

9. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

A calendar of board meetings and committee meetings was prepared and circulated to all the directors of your Company. The directors of your Company met 5 (five) times during the Financial Year 2025-2026. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

10. BOARD COMMITTEES

The Board has constituted various committees in compliance with the provisions of the Act and the SEBI Listing

Regulations viz. Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholders Relationship

Committee and Corporate Social Responsibility Committee. The Company was not required to constitute Risk Management Committee during the Financial Year 2025 2026.

All decisions pertaining to the constitution of committees, appointment of members and fixing of terms of reference/role of the committees are taken by the Board.

The details of the role and composition of these committees, including the number of meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report as Annexure-A.

11. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the NRC, independent director and all individual directors has carried out an annual evaluation of its own performance, performance of the independent directors and the working of its committees based on the evaluation criteria specified by nomination and remuneration committee for performance evaluation process of the board, its committees and directors.

The boards functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The committees of the board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The directors were evaluated on aspects such as attendance, contribution at board/ committee meetings and guidance/support to the management outside board/committee Meetings.

As mentioned earlier, the performance assessment of non-independent directors, Board as a whole and the Chairman and Managing Directors were evaluated in a separate meeting of independent directors. The same was also discussed in the NRC meeting and the board meeting. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Performance Evaluation Report for FY 2025-26 was reviewed by the NRC at its meeting on April 20, 2026, and noted by the Board in its meeting held on April 20, 2026.

12. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, duties, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters. The details of number of programs and number of hours spent by each of the Independent Directors during the Financial Year 2025-2026 and on the cumulative basis, in terms of the requirements of the SEBI Listing Regulations are posted on the website of the Company and can be accessed at www.indosolar.co.in .

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received a declaration from the independent directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1) (b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re- appointment as independent directors on the board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the name of Independent Directors are included in the databank maintained by Indian Institute of Corporate Affairs (IICA). With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Companies Act 2013, the company has taken on record the declarations submitted by the independent director(s).

In the opinion of the board, the independent directors of the Company fulfill the conditions specified in the Act, the SEBI Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and are independent of the management.

14. INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on March 28, 2026, inter-alia, for

Evaluation of performance of Non- Independent Directors and the Board of Directors of the Company as a whole.

Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

Evaluation of the quality, content, and timelines of flow of information between the Management and the Board is necessary for the Board to effectively and reasonably perform its duties.

15. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT EMPLOYEE

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by web link https://indosolar.co.in/code-and-policies/

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year 2025-2026, the Company has not given loans, guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.

17. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a vigil mechanism for Directors, Employees and other person dealing with the Company for reporting illegal or unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides adequate safeguards against victimization of Directors, employees or other persons who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The said Policy is available on the Companys website and can be accessed by web link https://indosolar.co.in/code-and-policies/.

18. RELATED PARTY TRANSACTIONS AND POLICY

The related party transactions attracting compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/ or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval and also before board. A statement of all related party transactions entered was presented before the Audit Committee and Board on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

During the period under review material transactions to be reported are disclosed in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure-D.

The Related Party Transactions Policy in line with the requirements of the Act and Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by web link https://indosolar.co.in/code-and-policies/.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2025-2026, impacting the going concern status and the operations of the Company in future.

20. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE

COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT OR /CHANGE IN THE NATURE OF THE BUSINESS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

There is no change in the nature of the business as compared to the immediately preceding Financial Year 2025-2026.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Act, the Directors confirm that; i) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to departures, if any; ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2026, and of the profit of the Company for the year ended on that date; iii) proper and sufficient care has been taken 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; iv) the annual accounts have been prepared on a going concern basis; v) proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively; vi) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effective.

22. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. S.G.C.O & CO. LLP Chartered Accountants (Firm Registration No.112081W/W100184) were appointed as Statutory Auditors of the Company as statutory auditors of the Company for a term of 5 (five) years starting effective from November 14, 2022 until the conclusion of Annual General Meeting of the Company to be held in the year 2027. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment would be in accordance with the condition prescribed under the Companies Act 2013 and the Rules made thereunder, as may be applicable.

M/s. S.G.C.O & CO. LLP Chartered Accountants, statutory auditor has issued auditors report which is unmodified and self-explanatory, it does not contain any qualification, reservation or adverse remark.

23. REPORTING OF FRAUD

There was no instance of fraud during the year 2025-2026, which required the statutory auditors to report under Section 143(12) of the Companies Act, 2013 and the rules made thereunder. Further the internal auditor and secretarial auditor have not reported any fraud in their report.

24. APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2013

During the period under review the Company has neither made any applications nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

25. COST AUDIT AND COST RECORDS

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company appointed M/s N Ritesh and Associates (Firm Registration No. R100675), Cost Accountants, as cost auditor of the Company for the financial year 2025-2026. Accordingly, Company has obtained Cost audit report from the cost auditors.

Further the Board has also re-appointed M/s N Ritesh and Associates (Firm Registration No. R100675), Cost Accountants, as cost auditor of the Company for the financial year 2026-2027.

The auditors report is unmodified, it does not contain any qualification, reservation or adverse remark.

26. SECRETARIAL AUDIT AND REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Jajodia and Associates, Company Secretaries to undertake the secretarial audit of the Company for FY 2025-26 to FY 2029-30 (5-year term) and the same was conducted by them in accordance with the provisions of

Section 204 of the Act. The secretarial auditors report is attached to this annual report as Annexure-B .

The secretarial audit report states that listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder.

27. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

28. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

The Company also has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that: assets are safeguarded and protected against loss from unauthorized use or disposition. all significant transactions are authorised, recorded and reported correctly. financial and other data are reliable for preparing financial information. other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

29. RISK MANAGEMENT

Directors are responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Company was not required to constitute Risk Management Committee during the Financial Year 2025 2026.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013 AND INTERNAL COMPLAINT COMMITTEE (ICC)

The Company has in place a policy on prevention of sexual harassment, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year 2025-2026, no complaint of sexual harassment were received by the Company details/particulars for the same are as follows:

Particulars	No. of Complaints
No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the Year	0
No. of Complaints Pending at the End of the Year	0

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

31. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961

The Company has complied with respect to provisions of the Maternity Benefit Act 1961, during the period under review there were no requests received by the Company including the following:

Adequate provisions have been made for the grant of maternity leave to eligible women employees in accordance with the Act.

All eligible women employees have been provided maternity leave with full salary and benefits during the period of such leave, as required under the Act.

Records and registers required under the Act are maintained properly and kept up to date.

The Company remains committed to maintaining a supportive and inclusive workplace and to ensuring full compliance with all applicable labour laws, including those relating to maternity benefits.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR provisions became applicable in FY 2025-26 based on the Companys financial performance. The Board constituted the CSR Committee pursuant to Section 135 of the Companies Act, 2013. During FY 2025-26, the Company incurred CSR expenditure of approximately Rs. 22.00 Lakhs. he Companys CSR Policy is available on its website https://indosolar.co.in . The Annual CSR Report is part of this report as Annexure-G .

33. ENVIRONMENT AND SAFETY

Your Company is committed to ensuring sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as process automation for increased safety and reduction of human error element.

The Company is committed to continuously taking further steps to provide a safe and healthy environment.

34. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year 2025-2026

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The details of the conservation of energy and out go is part of the Annexure-C to the report.

36. PUBLIC DEPOSITS

Your Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013, during the year under review. There were no such deposits outstanding at the beginning and end of the financial year 2025-2026.

37. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively for employees of the Company are given in Annexure-E to this report.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company was not part of the top 1,000 listed companies as per the market capitalization as on March 31, 2026, and during the Financial Year 2025 2026 the Company was not required to prepare and submit Business Responsibility and Sustainability Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year Financial Year 2025-2026 as stipulated under the SEBI Listing Regulations has annexed as Annexure-F, to this report.

40. DIVIDEND DISTRIBUTION POLICY

As there is no dividend declared yet the company had no dividend policy in place.

41. DISCLOSURE OF AGREEMENTS

As on date of the notification, i.e., June 14, 2023, there was no agreement subsisting as specified in clause 5A of para-A of part A of Schedule III of the SEBI Listing Regulations, as amended.

42. CAUTIONARY STATEMENT

Statements in this report, management discussion and analysis, corporate governance, notice to the Shareholders or elsewhere in this annual report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the market conditions and circumstances.

43. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, financial institutions, banks, central and state governments, the Companys valued investors and all other business partners, for their continued co-operation and support extended during the year 2025-2026.

Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

On behalf of the Board For Indosolar Limited

Sd/-

Hitesh Chimanlal Doshi

Chairman & Managing Director DIN: 00293668

Place: Mumbai Dated: July 23, 2026