Solar Industries India Ltd Directors Report

Dear Members,

Your Board of Directors (Board) have pleasure in presenting the 31st Annual Report on the business and operations of the Company, together with the audited financial statements (Standalone & Consolidated) for the financial year ended March 31, 2026.

1. Financial Highlights:

The Companys Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31, 2026 is summarised below.

(J in Crore Except EPS)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	5578.86	4456.60	9837.74	7540.26
Other Income	207.24	83.75	127.98	70.83
Less: Expenditure	4019.68	3359.49	7215.93	5579.90
Profit before Depreciation, Amortization, Finance Costs,	1766.42	1180.86	2749.79	2031.19
Exceptional Items and Tax Expense (Operating profit)
Less: Finance Costs	26.02	28.93	133.97	116.50
Profit before Depreciation, Amortization, Exceptional Items & Tax Expense	1740.40	1151.93	2615.82	1914.69
Less: Depreciation and Amortization expense	99.71	74.64	250.87	181.50
Profit before Tax Expense & Exceptional item	1640.68	1077.29	2364.95	1733.19
Less: Exceptional item	-	-		-
Profit before Tax (PBT)	1640.68	1077.29	2364.95	1733.19
Share of Profit/(Loss) of associates	-	-	0.27	5.55
Less: Tax Expense	418.98	274.18	628.58	450.81
Profit for the year	1221.70	803.11	1736.64	1287.93
Other Comprehensive Income (Net of Tax)	28.65	(5.70)	301.00	(65.00)
Total Comprehensive Income	1250.35	797.41	2037.64	1222.93
Balance of profit for earlier years	1920.23	1294.01	3419.73	2392.53
Less: Transfer to Reserves	100.00	100.00	100.00	109.09
Less: Dividend paid on Equity Shares	90.49	76.92	90.49	76.92
Add/Less: other adjustment	28.65	5.70	11.04	(9.71)
Balance carried forward	2951.44	1920.23	4976.92	3419.74
Earnings Per Share (EPS)	135.00	88.75	185.39	133.65

Financial & Operational Performance

During the financial year 2025–26, the Company recorded strong financial performance marked by sustained revenue growth, improved profitability and healthy cash flows. Which has enabled us to expand our operations. Our top line growth has been driven by successful market penetration and effective product innovation. At the same time, our bottom-line performance has benefited from careful cost management and improved operational efficiency. As a result, our Company is well positioned for sustainable growth and continued success in the future.

Highlights of the Companys performance (Standalone) for the year ended March 31, 2026 are as under:

During the year under review the Company achieved turnover of H 5578.86 Crore as against turnover of H 4456.60 Crore achieved during the previous Financial year, which is an increase of 25.18 %.

The Profit before Depreciation & Tax (PBT) for the financial year 2025-26 is H 1740.40 Crores against H 1153.93 Crores in the year 2024-25.

Earnings per Share as on March 31, 2026 is H 135.00 against H 88.75 was on March 31, 2025.

The net worth of the Company stands at H 4226.82 Crores at the end of financial year 2025-26 as compared to H 3066.96 Crores at the end of financial year 2024-25.

Highlights of the Companys performance (Consolidated) for the year ended March 31, 2026 are as under:

During the financial year ending on March 31, 2026 the Company achieved turnover of H 9837.74 Crores as against turnover of H 7540.26 Crores achieved during the previous Financial year, which is a significant increase in turnover by 30.46 %.

The Profit before Depreciation & Tax (PBT) for the financial year 2025-26 is H 2615.82 Crores against H 1914.69 Crores in the year 2024-25.

Earnings Per Share as on March 31, 2026 is H 185.39 vis-?-vis against H 133.65 as on March 31, 2025.

The net worth of the Company stands at H 6277.20 Crores at the end of financial year 2025-26 as compared to H 4386.34 Crores at the end of financial year 2024-25.

2. Transfer to Reserves

The Company has transferred H 100 Crores to the general reserve out of the amount available for appropriations and an amount of H 2951.44 Crores is proposed to be retained in the statement of profit and loss.

3. Dividend:

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors at their meeting held on May 15, 2026 has recommended the payment of H 11/- per equity share i.e. 550% of the face value of H 2/- each as final dividend for the financial year ended March 31, 2026.

The payment of final dividend is subject to the approval of the shareholders at the ensuing 31st Annual General Meeting ("AGM") of the Company.

The dividend on equity shares for the financial year 2025-26 would aggregate to H 99.54/- Crore.

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website and can be accessed at https://solargroup.s.gy/ddp.

A copy of the policy will be made available to any shareholder on request by email.

4. Material Changes and Commitments

There have been 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

5. Deposits

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Particulars of Loan, Guarantees or Investments

The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 in the notes to the Financial Statements forming a part of this Annual Report.

7. Subsidiaries, Associates and Joint Venture

The Company has 8 (Eight) wholly owned subsidiaries, 28 (Twenty-Eight) step-down subsidiaries and 3 (Three) Associate Companies as on March 31, 2026. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

8. Financial Performance of Companys Subsidiaries

A list of body corporates which are subsidiaries and associates of the Company is provided as part of the notes to Consolidated Financial Statements.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1 forms a part of the Annual Report.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures.

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the financial year ended March 31, 2026 in the prescribed Form AOC-1 forms a part of the Annual Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with SEBI Listing Regulations the audited financial statements, including the consolidated financial statement and related information of the Company and the financial statements of each of the subsidiary Companies are available on our website www.solargroup.com.

Any member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary & Compliance officer at investor.relations@ solargroup.com.

These documents will also be available for inspection during business hours at the registered office of the Company.

9. Material Subsidiary

Solar Defence and Aerospace Limited (formerly known as Economic Explosives Limited) and Solar Overseas Mauritius Limited are the material subsidiaries of the Company as per the thresholds laid down under the SEBI Listing Regulations. There has been no material change in the nature of the business of the subsidiaries. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website at https://solargroup.s.gy/ms

10. Capital and Finance

Equity Shares

The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2026 was H 18.10 Crore. There was no change in the Share Capital during the year under review.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued the Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Employee Stock Options.

Non-Convertible Debentures

1. During the Financial year 2025-26 under review, the Company had fully redeemed 150 (One _Hundred and fifty) unsecured, rated, listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H 10,00,000/- (Ten lakh) each amounting to H 15.00 Crore (Fifteen Crore) and made an Interest Payment amounting to H 0.63 Crore.

2. During the Financial year 2025-26 under review, the Company had partially redeemed 1,168 (One thousand One Hundred and Sixty Eight) unsecured, rated, listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H 1,00,000/- (One lakh) each amounting to H 11.68 Crore (Eleven crore and Sixty Eight lakh) and made an Interest Payment amounting to H 1.53 Crore.

Commercial Papers

During the Financial year 2025-26, the Company has redeemed the Commercial Paper on :-

1. February 9, 2026 amounting to H 50 crores which was issued on November 11, 2025 ,

2. March 23, 2026 amounting to H 100 crores which was issued on December 23, 2025

Borrowings

The Company has not defaulted in payment of any dues to the financial lenders.

11. Corporate Governance

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with a certificate from the auditors confirming compliance is annexed and forms part of the Annual Report.

12. Risk Management

The Company has a risk management policy pursuant to Section 134(3)(n) of the Act, 2013 read with Companies (Accounts) Rules, 2014, which guides in the identification of risk, that may threaten to the existence of the Company assess them and implement appropriate risk mitigation plan.

The Risk Management committee assists the Board in ensuring that all material risks including but not limited to the risks related to business operations, cyber security, safety, compliance and control financials have been identified, assessed and adequate risks mitigation control are in place.

It takes into consideration the nature, scale and complexity of the business. Details on risk management activities of the Company including key risks identified and their mitigation is available at page no. 31 of this report. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report

13. Investor Education and Protection Fund ("IEPF")

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rules), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividends have not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of H 82,758/- (Rupees Eighty Two Thousand Seven Hundred and Fifty Eight) relating to financial year 2017-2018 (Final Dividend). The details of unpaid/unclaimed dividend transferred to IEPF Authority are available on the Companys website www.solargroup.com.

Further 297 (Two Hundred and Ninety-Seven) shares were transferred to the demat account of IEPF authority as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

14. Declaration from Independent Directors

The Company has inter alia, received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. In the opinion of Board there has been no change in the circumstances affecting their status as Independent Directors of the Company;

2. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

3. They have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. Board Meetings

During the year under review Four Board Meetings were convened and held on May 20, 2025, August 7, 2025, November 10, 2025 and February 3, 2026.

16. Board Committees & Number of Meetings of Board Committees

The Board has Constituted the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility and Sustainability Committee (formerly known as Corporate Social Responsibility Committee)

5. Risk Management Committee

6. Executive Committee

7. Investment Committee

A detailed disclosure on the Board, its committees, its composition, the detailed charter and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

17. Internal Financial Control and its Adequacy

The Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorised, recorded and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company. The Company has laid down Standard Operating Procedures, Policies and Authority/ Commercial Manual to guide the operations of the business. Functional heads are responsible for ensuring compliance with all laws and regulations and also with the policies and procedures laid down by the management.

The Corporate Accounts team has undertaken advanced digitalisation and automation initiatives in the current year. System based reports and automated accounting for various areas in financial statements have contributed to better accuracy and faster financial reporting.

18. Board Diversity

The Board comprises of an adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are the persons of eminence in areas such as business, industry, finance, law, administration, accounting technology etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, color, religion, gender or nationality.

19. Reporting of Frauds

During the year under review, none of the Auditors of the Company has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

20. Secretarial Standards

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors (SS-4) issued by Institute of Company Secretaries of India.

21. Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company in future.

22. Vigil Mechanism

The Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Whistleblower Policy encourages Directors and employees to bring to your Companys attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Companys operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at the link https://solargroup.s.gy/wbp

23. Prevention of Sexual Harassment of Employees at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has adopted a comprehensive policy that enforces a zero-tolerance approach towards any form of sexual harassment in the workplace.

The Policy is broadly premised on the following and encompasses, inter alia:

Definition of Sexual Harassment,

Guidelines for reporting incidents at the workplace,

The procedures for the resolution and redressal of complaints pertaining thereto.

This policy applies to all employees, including permanent, contractual, temporary staff, and trainees. During the financial year under review, the Company did not receive any complaints relating to sexual harassment at the workplace.

The Company has duly constituted an Internal Complaints Committee in accordance with the provisions of the POSH Act & Rules, ensuring an effective mechanism for the redressal of grievances.

Further, the Company conducts regular training and awareness programs throughout the year to promote a respectful and inclusive work environment and to sensitize employees on issues related to workplace conduct.

24. Directors and Key Managerial Personnel

a. Retirement by Rotation and subsequent Re-appointment

Shri Milind Deshmukh being the longest in the office among the directors liable to retire by rotation, retires from the Board this year and being eligible, has offered himself for re–appointment.

The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 31st Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Milind Deshmukh who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the Notice calling 31st Annual General Meeting.

Pursuant to Section 152(6) of the Companies Act, 2013 and as per clause 86 (1) of Article of Association of the Company, the Chairman of the Company shall be the director not liable to retire by rotation.

b. Appointment

Pursuant to the recommendation of Nomination and Remuneration Committee ("NRC") the Board has considered and approved the following:

i) Appointment of Smt. Girija Balakrishnan (DIN: 06841071) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Five (05) consecutive years commencing from September 18, 2025, through Circular Resolution dated September 16, 2025, subject to approval of members of the Company through Special Resolution.

In this regard, the Board of Directors of the Company had approved the Notice of Postal Ballot dated November 10, 2025, for seeking the approval of Members of the Company by way of Special Resolution for appointment of Smt. Girija Balakrishnan (DIN: 06841071) as Non-Executive Independent Directors of the Company.

The Special Resolution as contained in the Notice of Postal Ballot dated November 10, 2025, failed to get the requisite majority.

The recently amended sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, provides that when a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A).

In light of the above amendment, Smt. Girija Balakrishnan (DIN: 06841071) is deemed to be appointed as Independent Director of the Company under Regulation 25(2A) of SEBI Listing Regulations.

ii) Appointment of Shri Viswanathan Lakshmanan (DIN: 00193056) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Five (05) consecutive years commencing from October 18, 2025 through Circular Resolution dated September 16, 2025, subject to approval of members of the Company through Special Resolution.

In this regard the Board of Directors of the Company had approved the Notice of Postal Ballot dated November 10, 2025 for seeking the approval of Members of the Company by way of Special Resolution for appointment Shri Viswanathan Lakshmanan (DIN: 00193056) as Non-Executive Independent Directors of the Company.

The Special Resolution as contained in the Notice of Postal Ballot dated November 10, 2025, failed to get the requisite majority.

The recently amended sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) (Sixth Amendment) Regulations, 2022, provides that when a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A).

In light of the above amendment, Shri Viswanathan Lakshmanan (DIN: 00193056) is deemed to be appointed as Independent Director of the Company under Regulation 25(2A) of SEBI Listing Regulations.

iii) Appointment of Shri Ramesh Bhujang (DIN: 00194189) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Two (02) consecutive years commencing from December 03, 2025, through Circular Resolution dated December 03, 2025, subject to approval of members of the Company through Special Resolution.

In this regard the Board of Directors of the Company had approved the Notice of Postal Ballot dated January 14, 2026 for seeking the approval of Members of the Company by way of Special Resolution for appointment Shri Ramesh Bhujang (DIN: 00194189) as Non-Executive Independent Directors of the Company.

The Special Resolution as contained in the Notice of Postal Ballot dated January 14, 2026, failed to get the requisite majority.

The recently amended sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, provides that when a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A).

In light of the above amendment, Shri Ramesh Bhujang (DIN: 00194189) is deemed to be appointed as Independent Director of the Company under Regulation 25(2A) of SEBI Listing Regulations.

iv) Appointment of Shri Kirit Kamdar (DIN: 06513347) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Five (05) consecutive years commencing from April 01, 2026, through Circular Resolution dated March 31, 2026, subject to approval of members of the Company through Special Resolution on or before June 30, 2026.

v) Appointment of Smt. Reena Jha Tripathi (DIN: 11022528) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Five (05) consecutive years commencing from May 15, 2026, subject to the approval of shareholders of the Company to be taken on or before August 14, 2026.

A resolution seeking members approval for her appointment as a Non-Executive Independent Director forms a part of the Notice convening the 31st Annual General Meeting of the Company and the same is recommended for the approval of Members.

The independent directors so appointed by the Board are of integrity and possess the requisite expertise and experience (including proficiency).

c. Vacation

Shri Kailashchandra Nuwal (DIN: 00374378) has vacated the office of Director with effect from November 7, 2019. Honble NCLT, Mumbai Bench had allowed two prayers of the Shri Kailashchandra Nuwal. However, Honble NCLAT vide order dated February 25, 2021, stayed the operation of the said order of Honble NCLT. The Honble NCLAT pronounced its final order through virtual hearing on December 14, 2021 ("Impugned Order") in the Appeal No. 29/2021 filed by Solar Industries India Limited ("the Company"). By way of this Impugned Order, the Honble NCLAT had dismissed the appeal filed by the Company. The Company filed Civil Appeal, against the Impugned Order of the Honble NCLAT before the Honble Supreme Court on January 5, 2022 ("Civil Appeal"). The Civil Appeal was listed before the Honble Supreme Court on January 10, 2022. Honble Supreme Court vide order dated January 10, 2022, stayed the operation of the impugned orders Honble NCLT and Honble NCLAT dated December 14, 2021, till the next date of hearing.

The Civil Appeal was listed before the Honble Supreme Court on August 26, 2025. After considering the submissions of the parties, the Honble Supreme Court noted that the term of the directorship of Shri Kailash Chandra Nuwal, the Companys erstwhile director, from April 1, 2016 to March 31, 2021, had expired. In view of the same, the Honble Supreme Court disposed of the Civil Appeal. Hence the name of Shri Kailashchandra Nuwal is not mentioned as a Director.

d. Cessation

During the year under review, following Independent Directors ceased to hold their offices respectively upon completion their tenure.

i. Smt. Rashmi Prasad (DIN: 10329445), Non-Executive Independent Director of the Company has completed her First term on September 20, 2025.

ii. Shri Natrajan Ramkrishna (DIN: 06597041), Non-Executive Independent Director of the Company has completed his First term on October 18, 2025.

iii. Shri Jagdish Belwal (DIN: 08644877), Non-Executive Independent Director of the Company has completed his First term on December 05, 2025.

vi. Shri Dinesh Kumar Batra (DIN: 08773363), Non-Executive Independent Director of the Company has completed his First term on March 31, 2026.

e. Resignation

After the end of financial year under review, Shri Kirit Ramesh Kamdar (DIN: 06513347) Additional, Non-Executive Independent Director of the Company has resigned from the office w.e.f. May 06, 2026, due to some unavoidable professional commitments.

f. Key Managerial Personnel

The Key Managerial Personnel of the Company as on March 31, 2026 are:

Sr. No. Name of Key Managerial Personnel	Designation
1. Shri Manish Nuwal	Managing Director and Chief Executive Officer
2. Shri Suresh Menon	Whole Time Director
3. Shri Milind Deshmukh	Whole Time Director
4. Shri Moneesh Agrawal	Joint Chief Financial Officer
5. Smt. Shalinee Mandhana	Joint Chief Financial Officer
6. Smt. Khushboo Pasari	Company Secretary & Compliance Officer

25. Board Evaluation

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary as well as the evaluation of the working of its Board Committees. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

The evaluation process was facilitated through a structured and systematic evaluation mechanism supported by an appropriate software tool, which enabled uniformity, objectivity and ease of consolidation of feedback.

The detailed manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

26. Nomination & Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors; and (iv) formulate the criteria for determining qualifications, positive attributes and independence of a director the remuneration for the Directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. This remuneration policy is placed on the Companys website https://solargroup.s.gy/rp.

27. Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company available on the website of the Company at www.solargroup.com

28. Annual Return

The Annual Return of the Company as on March 31, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.solargroup.com

29. Statement of Disclosure of Remuneration

Details as required under the provisions of Section 197(12) of the Act, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are as under:

a. The Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2025-26, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director(s) and Company Secretary during the financial year 2025-26 is as follows:

Name	Designation	Ratio to median remuneration	% increase in remuneration in the financial year 2025-26
Shri Manish Nuwal	Managing Director & CEO	780	60%
Shri Suresh Menon	Executive Director	35	17%
Shri Milind Deshmukh	Executive Director	26	17%
Shri Moneesh Agrawal	Joint Chief Financial Officer	13	8%
Smt. Shalinee Mandhana	Joint Chief Financial Officer	12	15%
Smt. Khushboo Pasari	Company Secretary & Compliance Officer	7	13%

Note:

1. The Non-Executive Independent Directors of the Company were only paid sitting fees for attending Board and Committee meetings.

2. There was 54% increase in remuneration of director and KMP in the financial year 2025-26.

b. The percentage increase in the median remuneration of employees in the financial year: 11.80 %

c. The number of permanent employees on the rolls of Company: 2351

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees other than Key Managerial Personnel was 9.26%. The average annual increase in the remuneration of Key Managerial Personnel was 22%. The increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel

e. Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The remuneration paid/payable is as per the Policy on Remuneration of Directors and Remuneration Policy for Key Managerial Personnel and Employees of the Company.

f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.solargroup.com Any shareholder interested in obtaining a copy of the same may write to the Company secretary and Compliance Officer of the company.

30. Related Party Transactions

All transactions with related parties during the financial year 2025-26 were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/ Promoter(s) Group which individually holds 10% or more shareholding in the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone Financial Statements of the Company. Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure A" to this report.

The Company in terms of Regulation 23 of the Listing Regulations shall submit on the date of declaration of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.

The said disclosures can be accessed on the website of the Company at www.solargroup.com. The Related Party Transactions Policy is available on the Companys website at www.solargroup.com

31. Human Resources and Industrial Relations

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well-being is crucial to sustaining organizational success.

The Company is constantly engaging in several initiatives to develop employees holistically to ensure that we have competent employees is all areas of the business. We are implementing several robust Human Resources practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results. Some of these initiatives include structured talent management processes, leadership development, competency development, identifying and ring-fencing key employees occupying key roles, employee engagement and well-being, rewards and recognition, performance management and so on. Having implemented the Behavioral Competency Framework with a focus on leadership development, Functional Competency Framework is being institutionalized to enhance technical and functional expertise. The right environment and resources are provided to ensure research capabilities of employees are developed and honed to develop in-house products with sound safety, quality and reliability standards. Leadership development initiatives include providing the necessary experience, exposure and education to ensure employee readiness to execute critical roles and responsibilities.

We have a robust induction and training process for new talent, to ensure safety and quality standards are adhered to. All new employees are required to go through detailed technical and behavioral trainings in their respective domain areas to ensure productivity is achieved along with safety and quality. The Company is maintaining smooth Industrial relations and statutory compliance at all plants and offices.

32. Auditors and Auditors Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No.

324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) were appointed as Statutory Auditor of the Company for a term of 5 consecutive years from the conclusion of the 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company. M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Auditors Report

The Auditors Report for the year ended March 31, 2026 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self explanatory and do not call for any further comments.

The Auditors Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark.

Cost Auditor and Cost Records

The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. Shri Deepak Khanuja, Partner of M/s Deepak Khanuja & Associates, Nagpur has carried out the cost audit for applicable products during the financial year 2025-26. The Board on the recommendation of the audit committee, have appointed Shri Deepak Khanuja, Partner of M/s Deepak Khanuja & Associates as its Cost Auditors to audit the cost records of the Company for the financial year 2026-27. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking members approval for the remuneration payable to Cost Auditors forms part of the Notice convening 31st Annual General Meeting of the Company and the same is recommended for approval of Members.

The Cost Audit Report for the financial year 2025-26 does not contain any qualification, reservation, or adverse remark.

Internal Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s. Protiviti India Member Private Limited the Internal Auditors of the Company.

There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has appointed M/s. Protiviti India Member Private Limited to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2026-27.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, M/s Vinod Kothari & Company, Practicing Company Secretaries, (Unique Code: P1996WB042300 and Peer Review no. 4123/2023) was appointed as the Secretarial Auditor of the Company at the 30th Annual General Meeting, for a term of five consecutive years from financial year 2025-26 to financial year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the Company and its Material Subsidiary are annexed herewith as "Annexure B1 and B2".

The Secretarial Audit Report for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark.

33. Corporate Social Responsibility

The Company continues its endeavour to prove the lives of people and provide opportunities for their holistic development through its different initiatives by way of Promoting Education, Promoting Healthcare, Empowerment of Women and Children, Protection of National Heritage, Environment and Sustainability, Art & Culture, promotion of literacy and sports.

The Corporate Social Responsibility policy lays down the guiding principles and strategies for implementing CSR initiatives of the Company. A detailed report on Solars various CSR initiatives has been provided in the Annual Report as required under Section 135 of the Companies Act, 2013 (Act) which is annexed as "Annexure C" to this report.

The CSR policy is available on https://solargroup.s.gy/csr

34. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

35. Management Discussion and Analysis Report

A detailed review of operations, performance and outlook of your Company and its businesses is given in the Management Discussion and Analysis, forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. Statement of Management Responsibility for Consolidated Financial Statements

The Holding Companys Board of Directors are responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group 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 the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

37. Cyber Security

The Company has a comprehensive policy on data privacy. The Company is committed to providing the highest level of protection regarding the processing of its employees, vendors and customers personal data based on applicable data protection laws and regulations. During the year under review, there were no reported instances of issues regarding cyber security, data privacy of customers or product recalls. We have adhered to best practices in security. Efforts are in place to continually strengthen the quality assurance system and to improve delivery timelines.

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

38. Business Responsibility and Sustainability Report

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society and the community, as well as ensuring environmental well-being from a long-term perspective.

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on the environmental, social and governance disclosures as stipulated under the Listing Regulations is presented in a separate section forming part of this Integrated Annual Report.

39. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2026, the applicable Accounting Standards had been followed and there are no departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026, and of the profit of the Company for that 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 the act for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31, 2026 have been prepared on a going concern basis.

v. Proper Internal financial controls are in place in the Company and such internal financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

40. Other Disclosures

i. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

iii. The Company has not failed to implement any corporate action during the year under review;

iv. The Companys securities were not suspended during the year under review;

v. The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited.

The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

vi. There has been no change in the nature of business of the Company.

vii. There was no revision of financial statements and Boards Report of the Company during the year under review.

viii. The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees.

41. CEO/CFO Certification

As required under Regulation 17(8) of the Listing Regulations, the CEO/CFO certificate for the financial year 2025-26 signed by Shri Manish Nuwal, Managing Director & CEO, and Shri Moneesh Agrawal , Joint CFO and Smt. Shalinee Mandhana, Joint CFO, was placed before the Board of Directors of the Company at its meeting held on May 15, 2026, and it also forms a part of this Annual Report.

42. Appreciation & Acknowledgement

The Board of Directors places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

	For and on behalf of the Board
	Sd/-	Sd/-
Place : Nagpur	Manish Nuwal	Milind Deshmukh
Date : May 15, 2026	Managing Director & CEO	Executive Director