To
the Members of
Onix Solar Energy Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Onix Solar Energy Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2026, the Statement of Profit and Loss (including Other Comprehensive Income, where applicable), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2026, and its profit, its cash Wows and the changes in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Acquisition of subsidiary through share swap arrangement and consequent measurement of investment :-
As described in Notes 3 and 13 to the standalone financial statements, during the year the Company acquired a 99.99% equity stake in Nexgenix Solar Manufacturing Private Limited through a share swap arrangement, issuing 1,85,13,885 equity shares as consideration other than cash, and recognised the investment at a carrying value of X48,876.66 Lakhs. This was determined to be a key audit matter because of the significantjudgement involved in determining the fair value of shares issued as consideration, the valuation of the investment, and the accounting treatment of share capital and securities premium arising therefrom.
Our audit procedures included, among others: evaluating the share swap/share purchase agreement and valuation report(s) obtained by management; verifying regulatory approvals and compliance (SEBI/BSE/Stock Exchange, RoC flings for allotment); testing the computation of securities premium; and assessing the adequacy of disclosures made in Note 3, Note 13 and Note 40 to the standalone financial statements.
2. Rights I ssue of equity shares :-
As described in Note 13 to the standalone financial statements, the Company completed a Rights Issue of 45,76,305 equity shares at X546 per share, raising Securities Premium of X 24,528.99 Lakhs. We considered this a key audit matter given the materiality of the amount raised and the regulatory compliance requirements (SEBI ICDR Regulations and Listing Regulations) attaching to a rights issue by a listed company.
Our audit procedures included verifying the Letter of Offer, allotment records, utilisation of issue proceeds against the stated objects (if any Statement of Utilisation of Funds was required to be placed before the Audit Committee under Regulation 32 of the SEBI Listing Regulations), and testing of related bank receipts and share allotment entries.
Information Other than the Financial Statements and Auditors Report Thereon
The Management of the Company is responsible for the other information. The other information comprises the information included in the Boards Report including Annexures to the Boards Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report, but does not include the standalone financial statements and our auditors report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Managements Responsibility for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash Wows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V to the Act.
(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information
and according to the explanations given to us:
i. There is no any pending litigation on financial position as represented by the management.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There is no any amount which were required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person (s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
v. (b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
vi. (c) Based on the audit procedures conducted by us, nothing has come to our notice that has caused us to believe that the representations under sub-clauses (a) and (b) contain any material misstatement.
vii. The Company has not declared or paid any dividend during the year.
viii. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Annexure "A" to the Independent Auditors Report
(Referred to in paragraph 5 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Onix Solar Energy Limited on the standalone financial statements for the year ended 31st March, 2026)
To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:
(i) (a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(i)(a)(B) The Company did not have any intangible assets under development during the year; hence this clause is not applicable.
(i)(b) The Property, Plant and Equipment have been physically verified by the management during the year in accordance with a phased programme of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification.
(i)(c) The Company did not own any immovable property (land or buildings) during the year; accordingly, this clause is not applicable
(i)(d) The Companys Property, Plant and Equipment includes an existing Revaluation Reserve of X4.52 Lakhs carried forward from an earlier period (Refer Note 14); no fresh revaluation was carried out during the year under audit.
(i) (e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) (a) Physical verification of inventory (stock of solar modules) has been conducted by the management at reasonable intervals during the year. In our opinion, the coverage and procedure of such verification is appropriate, and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.
(ii) (b) The Company has not been sanctioned any working capital limits from banks or financial institutions on the basis of security of current assets during the year; accordingly, this clause is not applicable.
(iii) (a) During the year, the Company made investments aggregating X57,176.66 Lakhs (Refer Note 3) in a subsidiary and other entities, and granted unsecured loans and advances in the nature of loans to related parties aggregating X1696.40 Lakhs (Refer Note 5). The Company has not provided any guarantee or security during theyear.
(iii)(b) In our opinion, the investments made and terms and conditions of the loans and advances granted during theyear are, prima facie, not prejudicial to the Companys interest.
(iii) (c)(f) The Company does not have any loans or advances in the nature of loans payable on demand, accordingly paragraph 3(ii)(b) of the Order is not applicable.
(iv) According to the information and explanations furnished to us and in our opinion, the Company has complied with the provisions of Section 185 and Section 186 of the Companies Act, 2013, in respect of grant of loans, investments made and providing guarantees and securities, as applicable
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rules made thereunder; accordingly, this clause is not applicable.
(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the activities carried on by the Company. Accordingly, reporting under clause 3(vi) of the Companies (Auditors Report) Order, 2020 is not applicable.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, Income-tax, and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of such statutory dues outstanding as at 31 March 2026 for a period of more than six months from the date they became payable,
other than the statutory dues of X79.75 Lakhs outstanding as at the year-end (Refer Note 23), which are stated to be within the permissible period.
(vii) (b) According to the information and explanations given to us, there are no dues of income tax, GST, customs duty or other statutory dues which have not been deposited on account of any dispute as at 31 March 2026.
(viii) According to the information and explanations given to us, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961
(ix) (a) The Company did not have any loans or borrowings from any lender during theyear; accordingly, this clause is not applicable.
(ix)(b) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.
(ix) (c)(f) The Company did not obtain any term loans during the year; accordingly, clauses (c) to (f) of paragraph 3(ix) of the Order are not applicable.
(x) (a) The Company raised money by way of a Rights Issue of equity shares during the year, aggregating X24,986.63 Lakhs (face value plus premium) (Refer Note 13 and Note 14). Based on our examination and the information and explanations given to us, the money so raised has been applied for the purposes for which it was raised, as disclosed by management.
(x) (b) During the year, the Company made a preferential allotment of 1,85,13,885 equity shares to Onix Renewable Limited for consideration other than cash pursuant to a Share Swap arrangement for acquisition of the subsidiary Nexgenix Solar Manufacturing Private Limited (Refer Note 13). In ouropinion and according to the information and explanations given to us, the requirements of Section 42 and Section 62 of the Companies Act, 2013 have been complied with, and the funds/consideration raised have been used for the purposes for which they were raised (i.e., acquisition of the subsidiary).
(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the management.
(xi)(b) No report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed in Form ADT-4 by the auditors during theyear, as no instance of fraud has been noticed or reported.
(xi) (c) As represented to us by the management, there were no whistle-blower complaints received by the Company during theyear.
(xii) The Company is not a Nidhi Company; accordingly, this clause is not applicable.
(xiii) According to the information and explanations given to us, transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) (a) Whether the Company has an internal audit system commensurate with the size and nature of its business.
In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business. We have reviewed the same also
(xiv) (b) Whether the reports of the Internal Auditors were considered by the statutory auditor.
We have considered the internal audit reports issued to the Company during the year, covering the period under audit.
(xv) According to the information and explanations given to us, the Company has not entered into any noncash transactions with its directors or persons connected with its directors during the year, other than the Share Swap arrangement for acquisition of the subsidiary, which was entered into with Onix Renewable Limited and notwith a director ora person connected with a director. Accordingly, provisions of Section 192 of the Act are not applicable.
(xvi) (a)(c) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934; accordingly, clauses (a) to (c) of paragraph 3(xvi) of the Order are not applicable.
(xvi)(d) Based on the information and explanations provided by the management, the Group does not have any Core Investment Company (CIC) as part of the Group.
(xvii) The Company has not incurred any cash losses during the current financial year or the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, and other information accompanying the financial statements, whether any material uncertainty exists as on the date of the audit report regarding the Companys capability to meet its liabilities.
On the basis of the financial ratios (Refer Note 41), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, and our knowledge of the Board and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report, and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.
(xx) (a)-(b) Whether the Company has transferred unspent CSR amount to a Fund specified in Schedule VII, or transferred to a Special Account, within the prescribed time.
In our opinion, provisions of Section 135 of the Act is not applicable to the Company for FY 2025-26. Accordingly, paragraph 3(xx) (a) and (b) of the Order is not applicable.
Annexure "B" to the Independent Auditors Report
(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements of our report of even date on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act"))
Opinion
We have audited the internal financial controls over financial reporting of Onix Solar Energy Limited ("the Company") as of 31st March, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("the Guidance Note").
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, 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, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorsjudgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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