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Solarium Green Energy Ltd Directors Report

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Nov 2, 2026|04:01:00 PM

Solarium Green Energy Ltd Share Price directors Report

To,

The Members of

Solarium Green Energy Limited

(Formerly Known as Solarium Green Energy Private Limited),

The Board of Directors is delighted to present the 4 th Annual Report on the business and operations of your Company ( the Company ) for the financial year ended March 31, 2026. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Company s financial performance and position during the year.

We trust that the insights and information contained within these documents will offer a clear understanding of the Company s achievements and strategic direction.

FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ( AS ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ) and the provisions of the Companies Act, 2013 ( the Act ).

Key highlights of standalone & consolidated financial performance for the year ended March 31, 2026, are summarized as under:

in lakhs except earnings per share)

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 36,815.10 23,007.64 36,815.10 23,007.64
Other Income 485.97 101.30 485.97 101.30
Total Revenue 37,301.07 23,108.94 37,301.07 23,108.94
Earnings before interest, tax, depreciation and amortization (EBITDA) 3528.58 2,691.73 3527.96 2,691.49
Less: Finance Cost 1,046.73 345.44 1046.76 345.44
Less: Depreciation and amortization 110.21 91.34 110.21 91.34
Add: Exceptional Item 283.06 - 283.06 -
Profit Before Taxation 2,654.70 2,254.95 2,654.05 2,254.71
Tax expenses
Current Tax 183.27 378.78 183.27 378.78
Deferred tax 430.59 (10.33) 430.59 (10.33)
Tax for earlier years (6.13) 27.64 (6.14) 27.64
Profit for the period 2,046.97 1,858.86 2,046.33 1,858.62
EPS
Basic 9.81 11.65 9.81 11.65
Diluted 9.76 11.65 9.76 11.65

FINANCIAL HIGHLIGHTS:

STANDALONE HIGHLIGHTS OF OPERATIONAL PERFORMANCE:

The total revenue of the Company for the year ended March 31, 2026 was t 37,301.07 lakhs as against the total revenue of t 23,108.94 lakhs for the previous financial year ended March 31, 2025. The Total Revenue of the Company registered a growth of approximately 61.41% over the previous year.

During the year under review, the Company has earned a Net Profit after Tax of t 2,046.97 lakhs as compared to Net Profit after Tax of t 1,858.86 lakhs in the previous financial year. The profit of the Company increased by approximately 10.12% as compared to the previous financial year. The increase in profit is mainly attributable to the higher revenue from operations and improvement in the overall operating performance of the Company during the year.

CONSOLIDATED HIGHLIGHTS OF OPERATIONAL PERFORMANCE:

The Consolidated Financial Statements presented by your Company include the financial results of following Subsidiary;

- Solarium Ventures Private Limited (formerly known as Solarium Ventures LLP)

Solarium Ventures Private Limited has not commenced its business operations during the financial year 2025-26. Accordingly, the subsidiary did not have any material operational contribution to the consolidated financial performance of the Company during the year under review.

During the year under review, the total Consolidated Revenue of the Company for the year ended March 31, 2026 was t 37,301.07 lakhs as against the total Consolidated Revenue of t 23,108.94 lakhs for the previous financial year ended March 31, 2025. The Consolidated Revenue of the Company registered a growth of approximately 61.41% over the previous year.

Further, the Company has earned a Consolidated Net Profit after Tax of t 2,046.33 lakhs for the year under review as compared to t 1,858.62 lakhs in the previous financial year. The Consolidated Profit of the Company increased by approximately 9.17% as compared to the previous financial year.

COMPANY BACKGROUND:

Our Company was originally formed as a Limited Liability Partnership in the name and style of Solarium Green Energy LLP , under the provisions of the Limited Liability Partnership Act, 2008, on December 17, 2015, vide certificate of incorporation issued by Registrar of Companies, Ahmedabad. Later on, Solarium Green Energy LLP was converted to a Private Limited company under the provisions of the Companies Act, 2013 under the name of Solarium Green Energy Private Limited and received certificate of incorporation from Central registration Center, Registrar of Companies dated February 24, 2022.

Subsequently, considering the business expansion our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at an Extra-ordinary General Meeting held on April 11, 2024, and the name of Company was converted to Solarium Green Energy Limited and a fresh certificate of incorporation consequent upon conversion dated June 21, 2024, was issued by the Central Processing Centre, Registrar of Companies. The Corporate Identification Number of our Company is L31909GJ2022PLC129634.

Solarium Green Energy Limited is engaged in providing solar energy solutions through turnkey EPC services for rooftop and ground-mounted solar projects. The Company serves residential, commercial, industrial and government customers. During the year, the Company also expanded its operations by commencing manufacturing of solar panels.

During the year under review, the Company re-entered the solar module manufacturing business as part of its backward integration strategy. The Company has established a fully automated solar module manufacturing facility at Survey No. 508/1 &508/2, Village Miroli, Taluka Daskroi, District Ahmedabad, Gujarat - 382425, with a manufacturing capacity of approximately 1 GW (1,000 MW) per annum, equipped with advanced technologies including TOPCon and bifacial solar cells.

Subsequently, pursuant to the inclusion of the Company in the Approved List of Models and Manufacturers (ALMM) published by the Ministry of New and Renewable Energy (MNRE) on 6 July 2026, the manufacturing facility has been enlisted with an approved manufacturing capacity of 1.23 GW (1,230 MW) per annum.

The Company successfully commissioned the solar module manufacturing facility on March 18, 2026. The manufacturing facility is expected to strengthen the Company s supply chain, reduce input cost volatility, ensure timely availability of solar modules for its EPC projects and improve overall project margins.

Apart from the above, there were no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

During the financial year 2024-25, the Company successfully completed its Initial Public Offering ( IPO ) of 54,99,600 Equity Shares of face value of Rs10/- each. The Equity Shares of the Company were listed on the SME Platform of BSE Limited and trading in the Equity Shares commenced on February 13, 2025 under the trading symbol SOLARIUM . The Company continued to comply with the applicable requirements relating to its listed status during the financial year 2025-26.

UTILIZATION OF IPO PROCEEDS:

The Company had raised Rs10,504.24 lakhs through the Initial Public Offering ( IPO ) during the financial year 2024-25. The IPO proceeds were raised for the objects specified in the Offer Document and, as at March 31, 2026, the proceeds have been fully utilized towards the respective objects as set out therein.

The details of the utilization of IPO proceeds as at March 31, 2026 are as follows:

(in Rs. lakhs)

Sr. No.Original Object Original Allocation Funds Utilized as on March 31, 2026 Funds Unutilized as on March 31, 2026
1. To meet Working Capital Requirements 7100.00 7100.00 -
2. For General Corporate Purpose 2,525.97 2,525.97 -
3. For Issue related Expenses 878.26 878.26 -

Further, the proceeds raised through the Company s Initial Public Offering (IPO) during the year are being monitored by a SEBI-registered monitoring agency, Acuite Ratings & Research Limited. The Monitoring Agency submits a detailed report on a quarterly basis regarding the utilisation of the IPO proceeds, which is placed before the Audit Committee for its review and is publicly disseminated to the stock exchanges, affirming no deviation or variation in utilization of the issue proceeds from the objects stated in Prospectus ensuring transparency and compliance with regulatory requirements.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2026, the Company has one subsidiary, M/s. Solarium Ventures Private Limited (formerly known as Solarium Ventures LLP). Apart from this, the Company does not have any other subsidiaries, associate companies or joint ventures.

During the year under review, Solarium Ventures LLP was converted into a private limited company under the name Solarium Ventures Private Limited pursuant to the issuance of a Certificate of Incorporation consequent upon conversion, with effect from August 03, 2025.

In accordance with Section 129(3), 134 and 136 of the Companies Act, 2013, read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 is annexed to this Report as Annexure - A

In accordance with the provisions of Section 136 of the Companies Act, 2013, the separate audited financial statements of the subsidiary company are available on the Companys website at https://solariumenergy.in/financial-information/ The said financial statements shall also be made available to the shareholders upon request in accordance with the applicable provisions of the Act.

DIVIDEND:

In view of the Company s growth objectives and the requirement to retain sufficient funds for supporting its future business plans, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026, with a view to conserve resources, which are proposed to be utilised towards the Company s future growth, expansion and business requirements.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ( IEPF) set up by the Government of India.

TRANSFER TO RESERVES AND SURPLUS:

During the year under review, the Company has not transferred any amount to specific reserves. The entire net profit for the financial year 2025-26 has been retained and carried forward under Reserves and Surplus, as reflected in the Balance Sheet.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of the existing business of the Company. The Company continues to operate in line with its main object and remains engaged in the same line of business.

SHARE CAPITAL:

Authorized Capital

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

As on March 31, 2026, the Authorised Share Capital stood at t 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of t10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-up Share Capital:

During the financial year under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased pursuant to the allotment of Equity Shares upon exercise of vested stock options granted under the Solarium Employee Stock Option Plan-2024 ( ESOP Plan 2024 ).

During the year, the Company allotted the following Equity Shares to eligible employees pursuant to the exercise of vested stock options:

¦ 15,340 Equity Shares of face value of Rs10/- each, as approved by the Board of Directors at its meeting held on November 26, 2025; and

¦ 5,060 Equity Shares of face value of Rs10/- each, as approved by the Board of Directors at its meeting held on February 05, 2026.

Accordingly, a total of 20,400 Equity Shares were allotted during the financial year upon exercise of vested stock options under the ESOP Plan 2024.

Consequent to the above allotments, the Issued, Subscribed and Paid-up Share Capital of the Company stood increased to Rs20,87,00,000/- (Rupees Twenty Crore Eighty-Seven Lakh Only) comprising 2,08,70,000 (Two Crore Eight Lakh Seventy Thousand) Equity Shares of Rs10/- (Rupees Ten Only) each as on March 31, 2026. The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company.

During the year under review, the Company has not issued any Preferential Shares, Bonus Shares, Sweat Equity Shares, Rights Shares or Equity Shares with Differential Voting Rights.

Alteration of Capital Clause of Memorandum of Association

During the year under review, there was no alteration in the Capital Clause of the Memorandum of Association of the Company. CREDIT RATING:

During the year under review, CARE Ratings Limited assigned and reaffirmed the credit ratings of the Company s bank facilities. The Company s Long Term Bank Facilities were rated CARE BBB-; Stable, while the Long Term / Short Term Bank Facilities were rated CARE BBB-; Stable / CARE A3.

Subsequent to the year under review, the credit ratings of the Company s bank facilities were revised and certain facilities were enhanced/assigned, with the ratings being reaffirmed at CARE BBB-; Stable / CARE A3, as applicable.

The details of the credit ratings are available on the website of the Company at https://solariumenergy.in/credit-rating/

EMPLOYEE STOCK OPTION PLAN (ESOP) 2024:

The Company has implemented the Solarium Employee Stock Option Plan, 2024 ( ESOP 2024 or Scheme ) with the objective of attracting, retaining and motivating eligible employees by providing them an opportunity to participate in the growth and success of the Company.

The Solarium Employee Stock Option Plan, 2024 ( ESOP Scheme ) was approved by the Shareholders at the ExtraOrdinary General Meeting held on July 20, 2024, for grant of 3,00,000 (Three Lakhs Only) stock options to eligible employees of the Company. At the Extra-Ordinary General Meeting held on October 22, 2024, the Shareholders ratified the ESOP Scheme in accordance with the applicable SEBI regulations. Out of the total 3,00,000 stock options approved under ESOP Scheme, 1,96,700 stock options have been granted to eligible employees by the Nomination and Remuneration Committee at its respective meetings. The Nomination and Remuneration Committee is empowered under the Scheme to grant options to eligible employees in compliance with the SEBI SBEB & SE Regulations.

At the Annual General Meeting held on September 05, 2025, the Members of the Company approved the following matters in relation to ESOP 2024:

- Ratification of the Solarium Employee Stock Option Plan, 2024 ( ESOP-2024 or Scheme or Plan );

- Ratification of extension of benefits under the Solarium Employee Stock Option Plan, 2024 ( ESOP-2024 or Scheme or Plan ) to the employees of Subsidiary Companies of the Company; and

- Approval for the increase in the Limit of the ESOP Pool Size under ESOP-2024.

During the financial year 2025-26, the Company continued to administer the ESOP 2024 in accordance with the terms of the Scheme and applicable laws. During the year, a total of 20,400 Equity Shares of face value of Rs10/- each were allotted to eligible employees pursuant to the exercise of vested stock options granted under ESOP 2024, comprising 15,340 Equity Shares allotted on November 26, 2025 and 5,060 Equity Shares allotted on February 05, 2026.

The Statutory disclosures as required under Regulation 14 of the SEBI (SBEB & SE) Regulations, 2021, read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, regarding the ESOP 2024, are available on the Company s website at www.zodiacenergy.com.https://solariumenergy.in/esop/

The Company has also obtained the certificate from the Secretarial Auditor confirming that ESOP 2024 has been implemented in accordance with the applicable provisions of the SEBI (SBEB & SE) Regulations, 2021 and the resolutions passed by the Members of the Company. A copy of the certificate has been uploaded on the website of the Company i.e. https://solariumenergy.in/esop/

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director Category Cum Designation Date of Original Appointment Date of Appointme nt at current Term & designation Total Director ships in other co. 2 No. of Committee 1 In in which which Director is Director is Member Chairman No. of Shares held as on March 31, 2026
Mr. Ankit Garg Chairman and Managing Director February 24, 2022 June 24, 2024 2 2 0 52,50,000
Mr. Pankaj Vallabhbhai Gothi Whole Time Director F ebruary 24, 2022 June 24, 2024 1 1 0 52,50,000
Mrs. Priya Bansal* Non-Executive Director August 01, 2024 August 07, 2024 2 0 0
Mr. Harshil B. Vadodariya Independent Director June 24, 2024 June 26, 2024 3 4 2
Mr. Vivek Dinesh Nathwani Independent Director June 24, 2024 June 26, 2024 2 3 2
Mrs. Aditi Goyal ** Non-Executive Director May 29, 2026 - 0 1 0 2,10,000

1 Committee includes Audit Committee and Stakeholder s Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

*Mrs. Priya Bansal (DIN: 07788611), has resigned from the post of Non-Executive Director of the company w.e.f. May

29, 2026

** Mrs. Aditi Goyal (DIN:10564097) has been appointed as Additional (Non-Executive) Director of the company w.e.f. May 29, 2026 by the board of directors at its meeting held on same day.

The composition of Board complies with the requirements of the Companies Act, 2013 ( Act ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of SEBI Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE:

During the year under review, there was no change in the constitution of the Board of Directors of the Company. However, after the closure of the financial year 2025-26 and up to the date of this Report, there have been changes in the composition of the Board as set out below:

a) Cessation

After closure of financial year 2025-26, Mrs. Priya Bansal (DIN: 07788611) tendered her resignation vide letter dated May 29, 2026 from the post of Non-Executive Director of the Company w.e.f. the same day, due to personal reasons and personal commitment. Further, she has also informed that there was no other material reason for her resignation.

b) Appointment & Further Regularization

After closure of financial year 2025-26, Mrs. Aditi Goyal (DIN:10564097) has been appointed as an Additional Director (Non-Executive) w.e.f. May 29, 2026 by the board of directors at its meeting held on same day, and she shall hold office up to the date of the ensuing General Meeting.

The Company has proposed her appointment/ regularization as a Non-Executive Non-Independent Director at this ensuing Annual General Meeting. Accordingly, a resolution seeking the approval for her appointment is being placed before the Members for their consideration & approval. Upon approval of the Members, she shall be appointed as a Non-Executive Director of the Company and shall be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

Her brief profile and other relevant information are provided in the Notice convening the 04th Annual General Meeting of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (LODR) Regulations, 2015 ( SEBI Listing Regulations ) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 4 th Annual General meeting.

d) Retirement by rotation and subsequent re-appointment:

Mr. Pankaj Gothi (DIN:07348565), Whole-time Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), being eligible he has offered himself for re-appointment.

The resolution for his re-appointment is being placed before the shareholders at the ensuing Annual General Meeting. His brief profile and other relevant information are included in the Notice convening the 4 th Annual General Meeting of the Company.

The details required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards are provided in the explanatory notes to the AGM Notice.

During the financial year 2025-26, the following individuals were served as Key Managerial Personnel (KMP) of the company, under Section 203 of the Companies Act, 2013:

1. Mr. Ankit Garg - Chairman and Managing Director

2. Mr. Pankaj Vallabhbhai Gothi - Whole Time Director

3. Mr. Himanshu Garg - Chief Financial officer (Upto January 09, 2026)*

4. Mr. Rohit Jindal- Chief Financial officer (w.e.f. January 09, 2026)

5. Ms. Pankti Thakkar - Company Secretary and Compliance officer

During the financial year 2025-26, there were no changes took place in KMP except Mr. Himanshu Garg tendered his resignation from the post of Chief Financial officer of the Company w.e.f. January 09, 2026 and Mr. Rohit Jindal was appointed as Chief Financial officer of the Company w.e.f. January 09, 2026.

* Mr. Himanshu Garg, consequent to his cessation as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company, was designated as President - Growth and International Business, along with Business Finance, with effect from January 09, 2026.

BOARD MEETING:

The Board of Directors meets at regular intervals to review the Companys operations and performance, deliberate on strategic matters, approve statutory and business-related matters, and provide guidance to the management. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 11 (Eleven) times are as on, May 03, 2025, May 27, 2025, June 06, 2025, August 13, 2025, September 26, 2025, November 14, 2025, November 21, 2025, November 26, 2025, January 09, 2026, February 05, 2026 and March 12, 2026.

The details of attendance of Directors at the Board Meetings are given as below:

Name of Director Number of Board Meetings Eligible to attend Number of Board Meetings attended Presence at the previous AGM
Mr. Ankit Garg 11 11 Yes
Mr. Pankaj Vallabhbhai Gothi 11 11 Yes
Ms. Priya Bansal* 11 7 Yes
Mr. Harshil Vadodariya 11 11 Yes
Mr. Vivek Nathwani 11 11 Yes

*Mrs. Priya Bansal (DIN: 07788611), has resigned from the post of Non-Executive Director of the company w.e.f. May 29, 2026

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting Date of General Meeting
1. Annual General Meeting September 05, 2025

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2026 the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 12, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

CHANGE IN REGISTERED OFFICE:

During the year under review, there was no change in Registered Office of your Company.

However, subsequent to the closure of the financial year 2025-26, the Board of Directors, at its meeting held on August 05, 2026, approved the shifting of the Registered Office of the Company from B-1208, World Trade Tower, Behind Skoda Showroom, Makarba, Ahmedabad, Gujarat - 380051 to B-1207 World Trade Tower, Behind Skoda Showroom, Makarba, Ahmedabad, Gujarat - 380051, within the local limits of the same city.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

- The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

- The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

- The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

- In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Additionally, Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The outcome of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are contributing meaningfully to the Company s growth and governance.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. AUDIT COMMITTEE:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 7 (Seven) times viz on May 03, 2025; August 13, 2025; August 14, 2025; November 07, 2025; November 14, 2025; January 09, 2026 and February 12, 2026.

The composition & attendance of the Audit Committee are as given below:

Name of Director DIN Category Designation Number of Meetings During the Financial Year 2025-26 Eligible to Attended Attend
Mr. Harshil B. Vadodariya 07827003 Non-Executive Independent Director Chairperson 7 7
Mr. Vivek Dinesh Nathwani 09791683 Non-Executive Independent Director Member 7 7
Mr. Ankit Garg 08027760 Chairman & Managing Director Member 7 7

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the company s website at https://solariumenergy.in/wp-content/uploads/2024/08/Vigil-Mechanisam-Whistle-Blower-Policy.pdf

B. STAKEHOLDER S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder s Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013. It constituted mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholder s Relationship Committee met 2 (Two) times viz on November 14, 2025 and March 12, 2026.

The composition & attendance of the Stakeholder s Relationship Committee are as given below:

Name of Director DIN Category Designation Number of Meetings During the Financial Year 2025-26 Eligible to Attended Attend
Mr. Harshil B. Vadodariya 07827003 Non-Executive Independent Director Chairperson 2 2
Mr. Ankit Garg 08027760 Chairman and Managing Director Member 2 2
Mr. Pankaj Vallabhbhai Gothi 07348565 Whole time Director Member 2 2

Investor Grievance Status:

During the year under review, the Company did not receive any complaints from shareholders. As of March 31, 2026, no investor grievance was pending.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

The Committee is responsible for identifying individuals qualified to become Directors and those who can be appointed to senior management roles, and for recommending their appointment or removal. It also oversees the criteria for determining qualifications, positive attributes, and independence of a director, and formulates a policy relating to the remuneration of Directors, KMPs, and other employees.

During the year under review, Nomination and Remuneration Committee met 5 (Five) times, viz on August 13, 2025, November 13, 2025, November 26, 2025, January 09, 2026 and February 05, 2026.

The composition & attendance of the Nomination and Remuneration Committee are as given below:

Name of Director DIN Category Designation Number of Meetings During the Financial Year 2025-26 Eligible to Attended Attend
Mr. Harshil B. Vadodariya 07827003 Non-Executive Independent Director Chairperson 5 5
Mr. Vivek Dinesh Nathwani 09791683 Non-Executive Independent Director Member 5 5
Mrs. Priya Bansal* 07788611 Non-Executive Director Member 5 5
Mrs. Aditi Goyal* 10564097 Non-Executive Director Member 0 0
Mr. Ankit Garg 08027760 Chairman and Managing Director Member 5 5

*Mrs. Priya Bansal resigned as a Member of the Nomination and Remuneration Committee with effect from May 29, 2026. On the same date, Ms. Aditi Goyal was appointed as a Member of the Committee. Accordingly, the Committee was reconstituted with effect from May 29, 2026.

As on the date of this Report, the Committee comprises Mr. Harshil B. Vadodariya as Chairperson and Mr. Vivek Dinesh Nathwani, Ms. Aditi Goyal and Mr. Ankit Garg as Members.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, Perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://solariumenergv.in/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policv-1.pdf

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2025-26 to directors of the Company are provided in Annual Return- Form MGT-7, which is available at website of the Company, i.e. https://solariumenergy.in/investors/financial- information/annual-return/

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has formed Corporate Social Responsibility (CSR) Committee in line with the provisions of Section 135 of the Companies Act, 2013.

During the year under review, Corporate Social Responsibility (CSR) Committee met 1 (one) time viz on March 12, 2026.

The composition and attendance of the Corporate Social Responsibility Committee are as given below:

Name of Director DIN Category Designation Number of Meetings During the Financial Year 2025-26 Eligible to Attended Attend
Mr. Harshil B. Vadodariya 07827003 Non-Executive Independent Director Chairperson 1 1
Mr. Ankit Garg 08027760 Chairman and Managing Director Member 1 1
Mr. Pankaj Vallabhbhai Gothi 07348565 Whole time Director Member 1 1

The Company has formulated a Corporate Social Responsibility Policy in accordance with the applicable provisions of the Companies Act, 2013. The policy outlines the CSR objectives, focus areas, implementation mechanism, and monitoring process.

The CSR Policy, as adopted by the Board of Directors, is available on the Company s website at: https://solariumenergv.in/wp-content/uploads/2024/09/Corporate-Social-Responsibility-Policy.pdf

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://solariumenergy.in/investors/financial-information/annual-return/

TRANSACTIONS WITH RELATED PARTIES:

All transactions with Related Parties are placed before the Audit Committee for its prior approval. The Company obtains omnibus approval from the Audit Committee for Related Party Transactions which are repetitive in nature and are entered into in the ordinary course of business. During the Financial Year 2025-26, all transactions with Related Parties were undertaken at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companys Policy on Related Party Transactions.

During the Financial Year under review, the Company has entered into material Related Party Transactions in accordance with the applicable provisions of the Act and the Listing Regulations. The details of the contracts or arrangements with Related Parties referred to in Section 188(1) of the Act, in the prescribed Form AOC 2, are annexed to this Report as Annexure-C and form part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://solariumenergv.in/wp-content/uploads/2024/08/Policv-on-Related-Partv-Transaction.pdf

Results

The Half Yearly Un-Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companys website https://solariumenergy.in/investors/. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Companys website https://solariumenergy.in/ contains a separate dedicated section Investor wherein shareholders information including financial results is available. The Companys Annual Report is also available in a user- friendly and downloadable form.

BSE Corporate Compliance & Listing Centre (the Listing Centre)

BSEs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, Financial results, reconciliation of Share capital audit, among others are also filed electronically on the Listing Centre.

The equity shares of the company are listed at BSE Ltd, and the listing fee for the Financial Year 2026-27 has been paid to the concerned Stock Exchange.

SEBI Complaints Redress System (SCORES)

Investors complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated exclusive Email-id

The Company has designated the email-id: investor@solariumenergy.in exclusively for investor servicing.

BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of the Company at https://solariumenergy.in/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to maintaining a safe and respectful workplace and has implemented an Anti-Sexual Harassment framework across all its workplaces. The Company follows a gender-neutral approach in addressing such complaints and complies with applicable laws.

Your Company has adopted a Prevention of Sexual Harassment Policy, which upholds the principles of gender neutrality and confidentiality. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints, if any, in a timely and effective manner.

Details of complaints during the financial year under review are as follows:

¦ number of complaints of sexual harassment received in the year - NIL

¦ number of complaints disposed off during the year - NA

¦ number of cases pending for more than ninety days - NA

The Policy on Prevention of Sexual Harassment as approved by the Board of Directors is available on the Company s website at https://solariumenergy.in/wp-content/uploads/2025/09/8.-Anti-Sexual-Harassment-Policy.pdf

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act. However, no maternity benefit was claimed during the year.

RISK MANAGEMENT:

The Company has established an appropriate risk management framework covering identification, assessment, monitoring and mitigation of key business and operational risks. The risks are evaluated based on their likelihood of occurrence and potential impact on the Company.

The Company undertakes suitable measures to mitigate identified risks and periodically reviews the risk environment to ensure timely preventive and corrective actions. The framework aims to minimize the potential adverse impact of risks on the Company s operations and performance.

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 Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D .

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no such instances of one-time settlement or differing valuations during the year under review. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established adequate internal financial control systems commensurate with the size and nature of its operations. These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has an internal audit mechanism to independently review and strengthen its internal control systems. The internal audit is carried out based on an approved audit plan, and the observations and recommendations are reviewed by the management and the Audit Committee. Corrective measures, wherever required, are monitored periodically.

M/s. Abhishek Kumar & Associates, Chartered Accountants (FRN: 130052W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The Company has an internal audit mechanism to independently review and strengthen its internal control systems. The internal audit is carried out based on an approved audit plan, and the observations and recommendations are reviewed by the management and the Audit Committee. Corrective measures, wherever required, are monitored periodically.

Based on the evaluation of the internal financial control systems and the reports placed before it, the Audit Committee is of the view that, as at March 31, 2026, the Company s internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company believes that sound corporate governance is essential for sustainable growth and long-term value creation for its stakeholders. The principles of integrity, transparency, fairness and accountability form an integral part of the Company s business practices and decision-making processes.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the SME Platform of BSE Limited, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to contributing towards the welfare and development of society.

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the Financial year 2025-26, our company has incurred CSR expenditure of Rs. 31,88,626.00/- (Rupees Thirty-One Lakh Eighty-Eight Thousand Six Hundred Twenty-Six Only) which is equivalent to spent 2% of the average net profits of the Company, during the three years immediately preceding financial year in compliance of provisions of the Companies Act, 2013. The Chief Financial Officer of the Company has certified that CSR spends of your Company for financial year 2025-26 have been utilized for the purpose and in the manner approved by the Board of the Company.

During the financial year 2025-26, the Company incurred CSR expenditure of Rs31,88,626/- (Rupees Thirty-One Lakh Eighty- Eight Thousand Six Hundred Twenty-Six Only) towards distribution of food and nutrition components for the relief of the poor in Delhi and Delhi NCR through Nitya Foundation. The entire amount was utilized directly for the identified CSR activity.

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee and adopted a CSR Policy for undertaking CSR activities in accordance with Schedule VII of the Act. The CSR Policy is available on the website of the Company at https://solariumenergy.in/investors/policies/.

The Company has obtained the requisite certificate confirming that the CSR amount has been utilized for the purpose and in the manner approved by the Board of Directors.

The Annual Report on CSR Activities for the financial year 2025-26, as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - E .

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Abhishek Kumar & Associates, Chartered Accountants (FRN: 130052W), are the Statutory Auditors of the Company and were re-appointed by the shareholders at the 3 rd Annual General Meeting for a term of four consecutive years, from the conclusion of the 3 rd Annual General Meeting until the conclusion of the 7 th Annual General Meeting to be held in the calendar year 2029.

The Auditor s Report on the standalone and consolidated financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Auditor s Reports are unmodified and do not contain any qualification, reservation, adverse remark or disclaimer of opinion. The observations made in the Auditor s Reports are self-explanatory and, therefore, do not call for any further comments from the Board under Section 134 of the Companies Act, 2013.

During the financial year under review, the Statutory Auditors have not reported any fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013, the Company had appointed M/s. Anil & Bohra & Associates, Chartered Accountants, (FRN: 142719W), as Internal Auditor of the Company for the Financial Year 2025-26.

COST RECORDS AND COST AUDITORS:

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. SCS and Co. LLP, (LLPIN - AAV-1091) a peer reviewed firm of the Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report (MR-3) is annexed as Annexure -F to this Board Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may be stated specifically in Annexure -F

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Compliance S Requirement r (Regulations/ N Circulars / Guidelines Including Specific Clause) Deviations Observations/ Remarks of the Practicing Company Secretary Management Response
1. Disclosure under Regulation 30 of Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/C FD-PoD- 1/P/CIR/2023/12 3 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/P oD2/CIR/P/0155 dated November 11, 2024 and SEBI Circular No. SEBI/HO/CFD/C FD- PoD2/CIR/P/202 Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The announcement mentioned herein has not been submitted to the stock exchange within the timeline specified for disclosure of events specified in Schedule III of the LODR Regulations; The delay in making the requisite disclosures was inadvertent and primarily attributable to the time required for obtaining and finalising the relevant terms and information in coordination with the concerned clients, as well as completing the Company s internal procedures. The Company has taken due note of the matter and has enhanced its internal monitoring and communication mechanisms to ensure timely compliance with applicable disclosure requirements and prompt disclosure of material events and information in the future.
Sr. No. 1. Type of Disclosure Timeline specified for disclosure
Regulation 30 for Prior Intimation of Group Investor Meet dated June 23, 2025. Uploaded with a delay of 1 day.
4/185 dated December 31, 2024 and SEBI Master Circular No. HO/491l 411 4(7) 2025- CFDP0D21l /376212 026 dated January 30, 2026. 2. Regulation 30 for executing Memorandum of Understanding with National Institute of Solar Energy dated June 25, 2025 Uploaded with a delay of approx. 12 hours.
3. Regulation 30 for receipt of work order from NTPC Vidyut Vyapar Nigam Limited dated July 24, 2025. Uploaded with a delay of 3 days.
4. Regulation 30 for Prior Intimation of Group Investor Meet dated August 27, 2025. Uploaded with a delay of 1 day.
5. Regulation 30 for receipt of purchase order from Suntek Energy Systems Private Limited dated October 15, 2025. Uploaded with a delay of 49 days.
6. Regulation 30 for receipt of purchase order from Solluz Energy Private Limited dated October 15, 2025. Uploaded with a delay of 20 days.
2 Disclosure under Regulation 30 of Schedule III of SEBI (LODR) Regulations, 2015 with SEBI Circular prescribing filing of disclosures in XBRL format on the Stock Exchanges. Non-Filing of XBRL in relation to material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure 1. XBRL filing relating to the prior intimation of the Board Meeting convened for consideration of the half-yearly financial results for the period ended 30 September 2025 was not disseminated on the Stock Exchange. 2. XBRL filing relating to the credit rating disclosure dated 31 January 2026, which had been submitted in PDF format, was not disseminated on the Stock Exchange. The company will comply with regulations more quickly, stay informed about all circulars issued by the stock exchanges, and meet all necessary compliance standards
Requirements) Regulations, 2015 as whenever applicable.
3. Sub-regulation (I) of regulation 9 read with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulation) Trade trading during window closure period by Designated Persons under SEBI (Prohibition of Insider Trading) Regulations, 2015. The following persons traded in Companys Equity Shares during the Trading Window closure, in violation of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companys Code of Conduct. The Trading Window closure was intimated to the Stock Exchange on 28/03/2025. The delay was inadvertent and without any malafide intent. The concerned persons have been advised to ensure timely compliance with the PIT Regulations. The Company has strengthened its internal controls to ensure compliance and prevent recurrence.
Sr. No. Name of Person Catego r y Date of Transac tion No. of Securities Purchased/( Sold)
1. Nikhil Bansal Director s Immedi ate Relative April 01, 2025 4200
2. Nikhil Bansal Director s Immedi ate Relative April 01, 2025 (600)
4. Schedule B of Securities and Exchange Board of India Prohibition of Insider Trading (PIT), Regulations, 2015. Designated Person had entered into Contra Trade for a period less than 6 months. Instances of contra trade by Designated Persons were observed as under: The contra trades were executed without malafide intent and arose from an inadvertent lack of awareness of the cooling-off period provisions under the PIT Regulations. The concerned Designated Persons have been counselled, and the Company has strengthened its internal controls and will ensure the conduct of periodic compliance training on the PIT Regulations to
Name of Designate d Persons prevent recurrence.Category Date of Transacti on Buy/S ell No of Shares
Nikhil Bansal Directors Immediat e Relative April 01, 2025 B uy 4200
April 01, 2025 Sell 600
Uma Gupta Directors Immediat e Relative December 22, 2025 Buy 9000
December 22, 2025 Sell 9000
5. Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015) (PIT) Member of Designated Person had not given Disclosures within 2 trading days of transaction or a series of transaction in a calendar quarter aggregating to a traded value of Rupees Ten Lakh The following Designated Persons failed to make the requisite disclosures within two trading days of the respective transactions or a series of transactions aggregating to a traded value of Rupees Ten Lakh in a calendar quarter, as mandated under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015: The non-submission of disclosure was without any malafide intent and arose from an inadvertent lack of awareness of the requirements prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The concerned Designated Person has been counselled, and the Company has strengthened its internal
Name of Designate d Persons Catego r y Date of Transac tion Buy/ Sell No of
Rupees under Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015). Shar es controls and shall ensure periodic compliance training on the PIT Regulations to avoid recurrence of such instances. Further, the Company periodically reviews the trading activities of Designated Persons and their immediate relatives to monitor compliance with the applicable disclosure requirements and timelines.
Uma Gupta Direct ors Immedi ate Relativ e Decemb er 22, 2025 Buy 9000
Decemb er 22, 2025 Sell 900 0
6. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. Delay by Company in entering some of UPSI Sharing Entries in software (Structured Digital Database) The Company has maintained a Structured Digital Database (SDD) internally through digital software for FY 2025-26 with adequate internal controls and checks, including time-stamping and audit trail mechanisms, to ensure integrity and nontampering of the database, as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015. However, in certain instances, there was a delay in recording UPSI sharing entries in the Structured Digital Database maintained by the Company. The delay in updation of details in the SDD portal was inadvertent and without any malafide intention. The Management has taken note of the same and will ensure timely updation of details of Directors /Designated Persons in the System Driven Disclosures (SDD) portal as and when necessary, in compliance with the applicable SEBI Circulars.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed herewith as Annexure-G

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant or material orders have been passed by any regulators, courts, tribunals, statutory or quasi-judicial authorities during the year, which could impact the going concern status of the Company or its future operations. The details of ongoing litigations, if any, pertaining to taxation and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code establishes a framework for regulating, monitoring and reporting trading in the securities of the Company by Directors, Designated Persons and other persons covered under the applicable provisions.

The Company has established appropriate procedures and controls to facilitate compliance with the applicable regulatory requirements. The Code of Conduct for Prevention of Insider Trading is available on the Company s website at https://solariumenergy.in/polices-and-code-of-conduct/

WEBSITE:

Your Company has its fully functional website https://solariumenergy.in/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Along with the Information considered relevant for the benefit of shareholders and other stakeholders is also provided, as applicable.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode. The ISIN No. allotted is INE0W0H01017. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. The Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

a) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

b) There is no revision in the Board Report or Financial Statement;

c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future;

d) None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/Ministry of Corporate Affairs/Statutory Authorities.

e) Neither the Managing Director nor the Whole-time Directors of the Company, receives any commission from any of its subsidiaries.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:
B-1207 World Trade Tower,
Behind Skoda Showroom,
Makarba, JivrajPark, Ahmedabad,
Gujarat, India - 380051
For and on behalf of Board of Directors
Solarium Green Energy Limited
CIN: L31909GJ2022PLC129634
Place: Ahmedabad
Date: 05.09.2026
Sd/-
Ankit Garg
Chairman & Managing Director
(DIN: 08027760)

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