Solarium Green Energy Ltd 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 3^rd Annual Report on the business and operations of Company ("the Company") for the financial year ended March 31, 2025. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys 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 Companys achievements and strategic direction.

FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2025, 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 ("Act").

Key highlights of standalone & consolidated financial performance for the year ended March 31, 2025, are summarized as under:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Revenue from Operations	23,007.64	17,739.69	23,007.64
Other Income	101.30	41.14	101.30
Total Revenue	23,108.94	17,780.83	23,108.94
Earnings before interest, tax, depreciation and amortization	2,691.73	2,460.91	2,691.49
(EBITDA)
Less: Finance Cost	345.44	241.05	345.44
Less: Depreciation and amortization	91.34	77.95	91.34
Profit Before Taxation	2,254.95	2,141.91	2254.71
Tax expenses
Current Tax	378.78	538.95	378.78
Deferred tax	(10.33)	(3.55)	(10.33)
Tax for earlier years	27.64	32.45	27.64
Profit for the period	1858.86	1574.06	1858.62
EPS
Basic	11.65	10.49	11.65
Diluted	11.65	10.49	11.65

* During the financial year 2023 24, the Company did not have any subsidiaries. Accordingly, the consolidated financial statements for the previous year have not been presented for comparison.

FINANCIAL HIGHLIGHTS:

STANDALONE HIGHLIGHTS OF OPERATIONAL PERFORMANCE:

The total revenue of the Company for the year ended March 31, 2025 was Rs. 23,108.94 lakhs as against the total revenue of Rs. 17,780.83 lakhs for the previous financial year ended March 31, 2024. The Total Income of the company was increased by 29.97 % over previous year.

During the year under review, the Company has earned a Net Profit after Tax of Rs. 1,858.86 lakhs as compared to Net Profit after Tax of Rs. 1,574.06 lakhs in the previous financial year. The profit of the Company increased about 18.09% as compared to previous financial year. The increase in profit is due to increase in revenue from operations of the company as compared to previous year.

CONSOLIDATED HIGHLIGHTS OF OPERATIONAL PERFORMANCE:

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

Solarium Ventures LLP

During the year under review, the total Consolidated revenue of the Company for the year ended March 31, 2025 was Rs. 23,108.94 lakhs.

Further, the Company has earned a Consolidated Net Profit after Tax of Rs. 1858.62 lakhs for the year under review.

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 is a leading player in Indias rooftop solar segment, offering turnkey EPC solutions across residential, commercial, and government sectors. As part of its backward integration strategy, the Company is setting up a fully automated 1 GW solar module manufacturing facility in Ahmedabad, expected to be operational by Q4 FY2025 26. This strategic move aims to reduce input cost volatility, ensure timely project execution, and improve overall margins.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on Saturday, August 03, 2024, considered and approved the proposal for undertaking an Initial Public Offer not exceeding 55,00,000 (Fifty-Five Lakhs only) equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of the Company subsequently approved the said proposal by passing a Special Resolution at their Extra-Ordinary General Meeting held on Wednesday, August 07, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and MUFG Intime India Private Limited (formerly Link Intime India Private Limited) as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to Bombay Stock Exchange Limited ("BSE") for in-principal approval for listing its equity shares on the SME Platform of the BSE. Bombay Stock Exchange Limited, granted its In- Principal Approval, vide its letter dated, December 06, 2024.

Subsequently, the Company had filed Prospectus to the Registrar of the Company, Ahmedabad on February 10, 2025. The Public Issue was opened on Thursday, February 06, 2025 and closed on Monday, February 10, 2025. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the BSE on February 11, 2025. At its meeting held on the same day, the Board of Directors approved and allotted 54,99,600 equity shares of face value of Rs. 10/- each to the successful allottees under the IPO. Following the allotment, The Company has applied for listing of its total equity shares to BSE and it has granted its approval vide its letter dated February 12, 2025. The trading of equity shares of the Company commenced on February 13, 2025 at SME Platform of BSE.

The trading symbol of the Company is ‘SOLARIUM". The Company has duly paid the Listing fees and the custodian charges, for the FY 2024-25 to BSE, NSDL and CDSL respectively.

UTILIZATION OF IPO PROCEEDS:

The Company raised funds of Rs. 10,504.24 lakhs through Initial Public Offering (IPO) during financial year 2024-25. The proceeds from the IPO have been utilized in accordance with the objects stated in the Offer Document. A summary of the utilization of funds is provided below:

Original Object	Original Allocation	Funds Utilized as on March 31, 2025	Funds Unutilized as on March 31, 2025
1. To meet Working Capital Requirements	7100.00	500.00	6600.00
2. For General Corporate Purpose	2,525.97	2484.77	41.20
3. For Public issue Expenditures	878.26	878.26	-

Further, the proceeds raised through the Companys 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.

DIVIDEND:

The Company is in a growing stage and keeping in view of required funds to support its future growth, the Directors do not recommend any dividend for the financial year ended March 31, 2025 with a view to conserve the resources for future.

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:

The Company has not transferred any amount to the General Reserve during the year. The entire net profit of 1,858.86 lakhs for the year ended March 31, 2025, has been retained in Reserves and Surplus. As of March 31, 2025, the total Reserves and

Surplus stood at 12,062.01 lakhs.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

In the Financial year 2024-25, 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.

CHANGE IN NATURE OF BUSINESS:

During the period under review, the Board of Directors, in its meeting held on July 19, 2024, reviewed the companys business expansion strategies and acknowledged the full execution of activities outlined in Ancillary Objects in MOA. In light of this, the Board, at the same meeting, approved the transfer of the Object Clauses i.e. Clause No. 38 & 39 of Clause 3B -Ancillary Objects to the Main Object clause - Clause 3A of the Memorandum of the Company.

The said proposal was subsequently approved by the Members of the Company through a Special Resolution passed at the Extra-Ordinary General Meeting held on July 20, 2024.

Clause No. 38 and 39 of Ancillary Objects which were shifted to Main Object Clause is as under:-

3. To secure contracts for supply of the products manufactured by the company to military, civil and other departments of the government or semi- government bodies, corporations, public or private contracts, firms or persons and to recruit trained persons including persons retire from defence, police, military and paramilitary forces to employ detectives.

4. To take part in the management, supervision and control of the contracts, rights, turnkey jobs, operations or business of any company or undertaking entitled to carry on the business which the company is authorized to carry on.

SHARE CAPITAL:

During the year under review, the following changes were made in the Authorized and Paid-up share capital of the Company.

Authorized Share Capital:

? At the beginning of the Financial year 2024-25, the Authorized Share Capital of the company was Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

Whereas During the Financial year 2024-25 the following change occurred in the Authorized Share Capital of the Company:

? The Authorised Capital of the Company was increased from Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each pursuant to an Ordinary Resolution passed by shareholders in the Extra Ordinary General Meeting held on Friday, July 12, 2024.

Issued, Subscribed & Paid-up Share Capital:

? At the beginning of the financial year 2024-25, the Issued, Subscribed & Paid-up Share Capital of the company was Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

Whereas during the financial year 2024-25, the following changes occurred in the Issued, Subscribed and Paid up share capital of the company:

Issue of Bonus equity shares:

? Pursuant to the Bonus Issue approved by the Board of Directors at its meeting held on July 10, 2024, and subsequently by the Members of the Company through an Ordinary Resolution passed at their meeting held on July 12, 2024, the issuance of bonus shares was duly considered and approved.. Accordingly, the Board of Directors, at its meeting held on July 16, 2024, approved and allotted 1,20,00,000 (One Crore Twenty Lakhs) fully paid-up Bonus Equity Shares of

10 each, in the ratio of 4:1 - i.e., 4 (Four) Bonus Equity Shares for every 1 (One) existing Equity Share held as on the record date, July 12, 2024. The allotment was made out of the Securities Premium Account and/or Free Reserves of the Company.

Issuance of the equity shares by way of preferential issue on private placement basis:

? The Board of Directors of the Company, at its meeting held on Friday, July 19, 2024, and the Members of the Company, at the Extra-Ordinary General Meeting held on Saturday, July 20, 2024, approved a special resolution for issuance and allotment of up to 4,00,800 (Four Lakh Eight hundred) Equity shares of Rs. 10/- each fully paid up, at an issue price of Rs. 150/- per equity share including securities premium of Rs. 140/- per equity shares on preferential basis through private placement.

? Subsequently, in the Board Meeting held on Monday, July 29, 2024, the Company allotted 3,50,000 (Three Lakh Fifty Thousand) Equity Shares of Rs. 10/- each fully paid up at an issue price of Rs. 150/- per equity share including premium of Rs. 140/- aggregating to Rs. 5,25,00,000/- (Rupees Five Crore Twenty-Five Lakhs Only).

Initial Public Offer of Equity Shares:

? Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on February 11, 2025, has allotted total 54,99,600 (Fifty-Four Lakh Ninety-Nine Thousand Six Hundred) Equity Shares Rs. 10/- (Rupees Ten Only) each at price of Rs. 191/- (Rupees One Hundred Ninety-One Only) per Equity Share [Including a share premium of Rs. 181/- (Rupees One Hundred Eighty-One Only) Per Equity Share] to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with Bombay Stock Exchange (BSE).

Accordingly, The Share Capital of the Company after these changes stood as follows as on the date of Report:

Authorized Capital

The present Authorized share capital of the company stands at Rs. 25,00,00,000 (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares each of Rs. 10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Capital

The present Paid-up Share Capital of the Company stands at Rs. 20,84,96,000/- (Rupees Twenty Crore Eighty Four Lakhs Ninety Six Thousands Only) divided into 2,08,49,600 (Two Crore Eight Lakh Forty-Nine Thousand Six Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

CREDIT RATING:

During the financial year 2024-25, the Company has not obtained any credit rating from any Credit Rating Agencies.

EMPLOYEE STOCK OPTION PLAN (ESOP) 2024:

At Solarium, we view our Solarium Employee Stock Option Plan, 2024 as a strategic instrument to cultivate a culture of ownership, long-term thinking, and innovation among our team members. The ESOPs are designed to align our people with the Companys growth and success. The scheme formulated with the objective of attracting, retaining, and motivating key employees by rewarding performance and aligning employee interests with long-term shareholder value. During the year under review, the Company adopted the Solarium Employee Stock Option Plan, 2024 ("ESOP Scheme") at the Extra-Ordinary General Meeting held on July 20, 2024, in accordance with the provisions of the Companies Act, 2013. The Shareholders of the Company have approved to grant total option of 3,00,000 (Three Lakhs Only) fully paid-up equity shares of 10 each of the Company ("Equity Share(s)"), under one or more tranches to the eligible employees of the Company.

Subsequently, at the Extra-Ordinary General Meeting held on October 22, 2024, the shareholders ratified the ESOP Scheme pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

("SEBI SBEB & SE Regulations"), including extending the benefits to eligible employees of subsidiary company(ies).

As on the date of this report, out of the total 3,00,000 options approved under the ESOP Scheme, 1,96,700 options have been granted to 89 employees in the respective meeting of Nomination and Remuneration committee 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 forthcoming Annual General Meeting (AGM), the Company proposes to seek shareholders approval for the following:

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

The Board and its Committees remain authorized to administer, modify, and implement the ESOP-2024 in accordance with applicable laws and regulations.

The Statutory disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to Solarium Employee Stock Option Plan, 2024 is available on the website of the Company at https://solariumenergy.in/investors/

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 Appointment at current Term & designation	Total Directorsh ips in other co.2	No. of Committee1		No. of Shares held as on March 31, 2025
					In which Director is Member	in which Director is Chairman
Mr. Ankit Garg	Chairman and Managing Director	February 24, 2022	June 24, 2024	1	2	0	52,50,0 00
Mr. Pankaj Vallabhbhai Gothi	Whole Time Director	February 24, 2022	June 24, 2024	1	1	0	52,50,0 00
Mrs. Priya Bansal	Non-Executive Director	August 01, 2024	August 07, 2024	1	0	0	-
Mr. Harshil B Vadodariya	Independent Director	June 24, 2024	June 26, 2024	3	5	3	-
Mr. Vivek Dinesh Nathwani	Independent Director	June 24, 2024	June 26, 2024	2	3	1	-

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

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

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 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.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required.

During the year under review, Board of Directors of the Company met 32 (Thirty Two) times are as on, April 06, 2024, April 25, 2024, June 24, 2024, July 10, 2024, July 16, 2024, July 19, 2024, July 29, 2024, August 01, 2024, August 03, 2024, August 30, 2024, September 09, 2024, September 10, 2024, September 11, 2024, September 13, 2024, September 21, 2024, September 30, 2024, October 18, 2024, November 27, 2024, December 18, 2024, December 24, 2024, December 27, 2024, January 04, 2025, February 02, 2025, February 05, 2025, February 10, 2025, February 11, 2025, February 12, 2025, February 15, 2025, February 24, 2025, March 01, 2025, March 17, 2025, March 19, 2025.

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

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Ankit Garg	February 24, 2022	-	32	31
Mr. Pankaj Vallabhbhai Gothi	February 24, 2022	-	32	32
Mrs. Aditi Goyal	March 26, 2024	August 01, 2024	08	02
Ms. Priya Bansal	August 01, 2024	-	24	02
Mr. Harshil Vadodariya	June 24, 2024	-	29	25
Mr. Vivek Nathwani	June 24, 2024	-	29	23

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:

Type of General Meeting	Date of General Meeting
1. Extra Ordinary General Meeting	April 11, 2024
2. Extra Ordinary General Meeting	June 26, 2024
3. Extra Ordinary General Meeting	July 12, 2024
4. Extra Ordinary General Meeting	July 20, 2024
5. Extra Ordinary General Meeting	August 07, 2024
6. Annual General Meeting	September 30, 2024
7. Extra Ordinary General Meeting	October 22, 2024

DISCLOSURE BY DIRECTORS:

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, 2025 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 19, 2025 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.

INFORMATION ON DIRECTORATE:

During the year under review, following changes took place in the constitution of the Board of Directors of the Company.

CHANGE IN BOARD COMPOSITION:

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished below:

a) Appointment:

I. In the Board Meeting held on June 24, 2024:

? Mr. Harshil B Vadodariya (DIN: 07827003) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f June 24, 2024.

? Mr. Vivek Dinesh Nathwani (DIN: 09791683) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f June 24, 2024.

II. In the Board Meeting held on August 01, 2024:

? Mrs. Priya Bansal (DIN: 07788611) was appointed as an Additional Non-Executive Director of the Company w.e.f August 01, 2024.

b) Resignation:

? Mrs. Aditi Goyal (DIN: 10564097), Non-Executive Director, tender her resignation from the post of Non-Executive Director of the Company w.e.f. August 01, 2024, due to personal reasons and other professional commitments. There were no other material reasons for her resignation apart from those stated.

c) Regularization:

? At the Extraordinary General Meeting of the Members held on June 26, 2024, Mrs. Aditi Goyal (DIN: 10564097) who was appointed as Additional Non-executive Director of the company on March 26, 2024, was regularized and appointed as a Non-Executive Director, liable to retire by rotation.

? At the Extraordinary General Meeting of the Members held on June 26, 2024, Mr. Harshil B Vadodariya (DIN: 07827003) who was appointed as Additional Non-executive Independent Director of the company on June 24, 2024, was regularized and appointed as a Non-Executive Independent Director, not liable to retire by rotation.

? At the Extraordinary General Meeting of the Members held on June 26, 2024, Mr. Vivek Dinesh Nathwani (DIN: 09791683) who was appointed as Additional Non-executive Independent Director of the company on June 24, 2024, was regularized and appointed as a Non-Executive Independent Director, not liable to retire by rotation.

? At the Extraordinary General Meeting of the Members held on August 07, 2024, Mrs. Priya Bansal (DIN: 07788611) who was appointed as Additional Non-executive Director of the company on August 01, 2024. was regularized and appointed as a Non-Executive Director, liable to retire by rotation.

d) Change in designation:

? At the Extraordinary General Meeting of the Members held on June 26, 2024, Mr. Ankit Garg (DIN: 08027760), who had been serving as Executive Director since incorporation of the Company on February 24, 2022, was re-designated and appointed as Chairman and Managing Director for a period of 3 (three) years with effect from June 24, 2024. He shall be liable to retire by rotation.

? At the Extraordinary General Meeting of the Members held on June 26, 2024, Mr. Pankaj Vallabhbhai Gothi (DIN: 07348565), who had been serving as Executive Director since incorporation of the Company on February 24, 2022, was re-designated and appointed as Whole-Time Director for a period of 3 (three) years with effect from June 24, 2024. He shall be liable to retire by rotation.

e) Retirement by rotation and subsequent re-appointment:

Ankit Garg, (DIN: 08027760) Chairman & Managing 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 have 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 3rd AGM 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.

KEY MANAGERIAL PERSONNEL:

During the financial year 2024 25, the following individuals were designated as Key Managerial Personnel (KMP) 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. Nitin Jain Chief Financial Officer (up to March 01, 2025)

4. Mr. Himanshu Garg - Chief Financial officer (w.e.f. March 01, 2025)

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

During the year under review following changes took place in the constitution of Key Managerial Personnel:

? Mr. Ankit Garg (DIN: 08027760) Executive Director of the company was re-designated as Chairman and Managing Director with effect from June 24, 2024.

? Mr. Pankaj Vallabhbhai Gothi (DIN: 07348565) Executive Director of the company was re-designated as Whole-Time Director with effect from June 24, 2024.

? Mr. Nitin Jain was appointed as Chief Financial Officer (CFO) of the company w.e.f from June 24, 2024 and resigned from the post of Chief Financial Officer w.e.f. March 01, 2025

? Mr. Himanshu Garg was appointed as Chief Financial Officer (CFO) of the company w.e.f from March 01, 2025.

? Ms. Pankti Thakkar was appointed as Company Secretary & Compliance Officer of the company w.e.f. June 24, 2024.

CHANGE IN REGISTERED OFFICE:

During the year under review, there was no change in Registered Office of the Company. The registered office of the company is situated at B-1208 World Trade Tower, B/h Skoda Showroom, Makarba, Ahmedabad, Gujarat, India 380051.

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 Companys growth and governance.

DIRECTORS RESPONSIBILITY STATEMENT:

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, 2025, 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, 2025 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:

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Board of Directors of the Company, in its meeting held on August 03, 2024, constituted the Audit Committee.

The composition of the Audit Committee is as given below:

Name	DIN	Category	Designation
Mr. Harshil B. Vadodariya	07827003	Non-Executive Independent Director	Chairperson
Mr. Vivek Dinesh Nathwani	09791683	Non-Executive Independent Director	Member
Mr. Ankit Garg	08027760	Chairman & Managing Director	Member

The Audit Committee primarily meets to review and recommend half-yearly and annual financial results. Additional meetings are convened as necessary to deliberate on matters within the scope of its terms of reference.

During the financial year 2024-25, the Audit Committee had met 6 (Six) times i.e. on August 30, 2024, September 09, 2024, September 10, 2024, January 04, 2025, 02 February, 2025 and March 01, 2025.

The Attendance of members of the Audit Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Harshil B. Vadodariya	Non-Executive Independent Director	Chairperson	6	6
Mr. Vivek Dinesh Nathwani	Non-Executive Independent Director	Member	6	6
Mr. Ankit Garg	Chairman & Managing Director	Member	6	6

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company, in its meeting held on August 03, 2024, constituted the Stakeholders Relationship Committee.

The Committee is primarily responsible for addressing the grievances of shareholders and investors, including matters related to transfer/transmission/demat of shares, loss of share certificates, non-receipt of annual reports, dividend warrants, and other investor-related issues.

The constitution of the Stakeholders Relationship Committee is as follows:

Name	DIN	Category	Designation
Mr. Harshil B. Vadodariya	07827003	Non-Executive Independent Director	Chairperson
Mr. Ankit Garg	08027760	Chairman and Managing Director	Member
Mr. Pankaj Vallabhbhai Gothi	07348565	Whole time Director	Member

During the financial year 2024 25, the Committee met once i.e. on March 19, 2025.

The Attendance of members of Stakeholders Relationship Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Harshil B. Vadodariya	Non-Executive Independent Director	Chairperson	1	1
Mr. Ankit Garg	Chairman and Managing Director	Member	1	1
Mr. Pankaj Vallabhbhai Gothi	Whole time Director	Member	1	1

Investor Grievance Status:

During the year under review, the Company did not receive any complaints from shareholders. As of March 31, 2025, no investor grievance was pending.

C. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company, in its meeting held on August 03, 2024, constituted the Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

Name	DIN	Category	Designation
Mr. Harshil B. Vadodariya	07827003	Non-Executive Independent Director	Chairperson
Mr. Vivek Dinesh Nathwani	09791683	Non-Executive Independent Director	Member
Mrs. Priya Bansal	07788611	Non-Executive Director	Member
Mr. Ankit Garg	08027760	Chairman and Managing Director	Member

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 financial year 2024 25, the Nomination and Remuneration Committee met 5 (Five) times i.e. on September 30, 2024, October 25, 2024, December 27, 2024, March 01, 2025 and March 19, 2025.

The Attendance of members of Nomination and Remuneration Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Harshil B. Vadodariya	Non-Executive Independent Director	Chairperson	5	4
Mr. Vivek Dinesh Nathwani	Non-Executive Independent Director	Member	5	5
Mrs. Priya Bansal	Non-Executive Director	Member	5	1
Mr. Ankit Garg	Chairman and Managing Director	Member	5	5

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://solariumenergy.in/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy-1.pdf

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In compliance with the provisions of Section 135(1) of the Companies Act, 2013, the Board of Directors of the Company constituted the Corporate Social Responsibility (CSR) Committee in its meeting held on August 30, 2024.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name	DIN	Category	Designation
Mr. Harshil B. Vadodariya	07827003	Non-Executive Independent Director	Chairperson
Mr. Ankit Garg	08027760	Chairman and Managing Director	Member
Mr. Pankaj Vallabhbhai Gothi	07348565	Whole-Time Director	Member

During the financial year 2024 25, the CSR Committee held 2 (Two) meeting i.e. on November 27, 2024 & March 01, 2025.

The Attendance of members of Corporate Social Responsibility Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Harshil B. Vadodariya	Non-Executive Independent Director	Chairperson	2	2
Mr. Ankit Garg	Chairman and Managing Director	Member	2	2
Mr. Pankaj Vallabhbhai Gothi	Whole-Time Director	Member	2	2

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 Companys website at: https://solariumenergy.in/wp-content/uploads/2024/09/Corporate-Social-Responsibility-Policy.pdf

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 Companys 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 companys website at https://solariumenergy.in/wp-content/uploads/2024/08/Vigil-Mechanisam-Whistle-Blower-Policy.pdf

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2024-25 to directors of the Company are provided in Form MGT-7 available at website of the Company, i.e. https://solariumenergy.in/investors/financial-information/annual-return/

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, which form part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at https://solariumenergy.in/investors/financial-information/annual-return/

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2025, the company has one subsidiary, M/s. Solarium Ventures LLP, which became a Subsidiary of our Company on August 10, 2024. Apart from this, the Company does not have any other subsidiaries, associate companies, or joint ventures.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as "Annexure A".

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of your Company and its subsidiary in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, subsequent to the closure of the financial year 2024-25, M/s. 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 upon conversion, with effect from August 03, 2025.

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions entered into during the financial year 2024 25 were carried out at arms length and in the ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to SME listed entities. There were no material related party transactions (i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements) with promoters, directors, key managerial personnel, or other related parties that could have had a potential conflict with the interests of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The Company obtained prior omnibus approval of the Audit Committee on an annual basis for related party transactions which are repetitive and routine in nature.

Details of related party transactions for the financial year 2024 25 are disclosed in the notes to the financial statements, forming part of this Annual Report. The Related Party Transactions Policy, as approved by the Board, is available on the Companys website at: https://solariumenergy.in/wp-content/uploads/2024/08/Policy-on-Related-Party-Transaction.pdf

MATERIAL CHANGES AND COMMITMENT:

Except as stated below there have been no material changes and commitments, which affect the financial position of the company which have occurred during the Financial Year 2024-25.

Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at their 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.

Company had filed Draft Prospectus with SME platform of BSE Limited on September 11, 2024, and received In Principle approval on December 06, 2024. Later Company had filed Prospectus with SME platform of BSE Limited on February 10, 2025 and got listed on February 13, 2025.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this report, except as detailed below.

? Re-entry into Manufacturing: On June 10, 2025, the Company announced its plan to re-enter solar module manufacturing with a fully automated 1 GW facility in Ahmedabad, Gujarat, expected to be commissioned by Q4 FY 2025 26

? Strategic Distribution Partnership: On June 3, 2025, Solarium entered into a value-added partnership with WattPower Systems Private Limited, expanding its distribution network for high-quality solar inverters across Madhya Pradesh and Maharashtra

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.

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:

No such incidence took place during the year.

MEANS OF COMMUNICATION

Results

The Half Yearly 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.

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.

PARTICULAR OF EMPLOYEES AND REMUNERATION:

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".

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:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, our company is pleased to report that there were no complaints received regarding sexual harassment, we remain committed to maintaining a safe and respectful workplace environment for all our employees, where such issues are handled swiftly and with the utmost sensitivity and diligence.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

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 C".

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI:

The Company has duly complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as prescribed under the Companies Act, 2013. These standards have been adhered to in letter and spirit in the conduct of Board Meetings, General Meetings, and other applicable corporate actions during the financial year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

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 audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor.

CORPORATE GOVERNANCE:

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Companys culture and operations.

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, 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 had always been following its core philosophy of serving society. As per the Criteria of Section 135 of Companies Act, 2013, the board has constituted a CSR Committee of members, who will manage the CSR activities as specified in Schedule VII to the Companies Act, 2013 to be undertaken by the company. The Board has also adopted the CSR Policy, which is available on the website of the Company at https://solariumenergy.in/investors/policies/ .

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the Financial year 2024-25, our company has incurred CSR expenditure of Rs. 19,30,000/- (Rupees Nineteen Lakh Thirty Thousand 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 2024-25 have been utilized for the purpose and in the manner approved by the Board of the Company.

The primary focus of our Companys CSR initiatives during the year was supporting the D-Cacus Foundation (DCF), a voluntary organization that has been serving underprivileged and backward sections of society for over 30 years. DCF works across diverse areas, including education, healthcare, and other social services, and operates schools and hospitals to provide essential support and opportunities to Below Poverty Line (BPL) communities across the country.

Our Companys CSR Policy Statement and Annual Report on CSR activities undertaken during the Financial Year 2024-25, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 as per the prescribed format is annexed as an "Annexure-D" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as "Annexure-F".

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, M/s. Abhishek Kumar & Associates, Chartered Accountants (FRN: 130052W), were appointed as the Statutory Auditors of the Company at the 2^nd Annual General Meeting held on September 30, 2024, to hold office until the conclusion of the 3^rd Annual General

Meeting, for conducting the audit of the Companys accounts for the financial year 2024-25.

M/s. Abhishek Kumar & Associates, Chartered Accountants, Ahmedabad (FRN: 130052W), proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the period of four years in this Annual general meeting, subject to approval of shareholders of the company from the conclusion of this 3^rd Annual General Meeting till the conclusion of the 7^th Annual General Meeting to be held in the calendar year 2029.

The Notes to the financial statements of the Company for the financial year 2024-25, referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD:

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

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, 2025. The Secretarial Audit Report (MR-3) is annexed as "Annexure E 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 E

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

Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Management Response
1. Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD /CFD-PoD- 1/P/CIR/2023/ 123 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD /PoD2/CIR/P/0 155 dated November 11, 2024 and SEBI Circular No. SEBI/HO/CFD /CFD- PoD2/CIR/P/2 024/185 dated December 31, 2024.	Delayed disclosure under Regulation 30 regarding receipt of order	It was observed that the Company disclosed the receipt of orders from NTPC and various other clients on February 20, 2025. However, the actual receipt dates were February 11, 2025, February 12, 2025, and February 18, 2025, respectively. This indicates a delay of more than 24 hours in making the disclosure to the stock exchange from the actual occurrence of the event.	The delay was due to an inadvertent oversight and the fact that, as the Company was newly listed on February 13, 2025, additional time was required for the management and compliance team to fully familiarise themselves with the detailed requirements under the SEBI (LODR) Regulations, 2015. The Company has since ensured that the compliance team undergoes regular updates and training on the applicable regulatory framework, and processes have been streamlined to prevent any such delays in the future.
2. Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015.	Delayed in filing of XBRL under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations , 2015 - Memorand um of Understand ing (MoU) on March 15, 2025	The Company disclosed execution of Two Memorandum of Understanding (MoU) on March 15, 2025 in PDF format. However, the corresponding XBRL filing, required to be made within 24 hours, was delayed and uploaded on March 17, 2025 and March 18, 2025.	The delay in filing the XBRL format was due to a technical issue encountered during the submission process. The matter was promptly resolved, and the compliance team has put in place measures to address such technical challenges swiftly to ensure that both PDF and XBRL submissions are made within the prescribed timelines.
3. Schedule B of Securities and Exchange	Designated Person had entered into	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

 

Board of India Prohibition of Insider Trading (PIT), Regulations, 2015	Contra Trade for a period less than 6 months.	Name of Designa ted Persons	Category	Date of Transacti on	Buy/ Sell	No of Shares	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 prevent recurrence.
		Sandeep Gangara m Banodiy a	Senior Manageria l Personnel (SMP)	February 13, 2025 to February 19, 2025	Buy	16800
				February 28, 2025	Sell	1800
		Nikhil Bansal	Directors Immediate Relative	March 12, 2025	Buy	25800
				March 13, 2025	Sell	600
				March 17, 2025	Sell	5400
				March 19, 2025	Buy	1800
				March 24, 2025	Sell	1200
				March 25, 2025 to March 27, 2025	Buy	6000

 

4. Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015)(PIT)

Member of Promoter Group 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 Rupees under Regulation 7(2) of Securities and Exchange Board of India (Prohibitio n of Insider Trading) Regulations , 2015).

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 delay was without malafide intent and arose from an inadvertent lack of awareness of 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 prevent recurrence. Further, the Company periodically reviews the trading activities of Designated Persons and their immediate relatives to ensure compliance with statutory disclosure timelines.

 

Name of Designated Persons	Category	Date of Transaction	Date of intimation to the Company	No. of Days delayed	Buy/ Sell	No of Shares
Sandeep Gangaram Banodiya	Senior Managerial Personnel (SM p)	February 13, 2025 to February 19, 2025	March 21, 2025	17 Days to 21 Days	Buy	16800
		February 28, 2025	March 21, 2025	11 Days	Sell	1800
Nikil Bans al	Directors Immediate Relative	March 12, 2025	April 17, 2025	19 Days	Buy	25800
		March 13, 2025	April 17, 2025	18 Days	Sell	600
		March 17, 2025	April 17, 2025	17 Days	Sell	5400
		March 19, 202 5	April 17, 2025	15 Days	Buy	1800
		March 24, 2025	April 17, 2025	12 Days	Sell	1200
		March 25, 2025 to March 27, 2025	April 17, 2025	9 Days to 11 Days	Buy	6000

 

5. As per SEBI Circular No. SEBI/HO/ISD/ ISD/CIR/P/20 20/168 dated September 9, 2020, listed entities are required to provide details of Designated Persons (DPs) and their Permanent Account Numbers (PANs) to the Designated Depository (NSDL/CDSL) on the date of appointment, cessation, or change, to facilitate System Driven Disclosures (SDD) for Insider Trading.

Delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).

It was observed that changes in the Designated Persons were not captured/updated on the NSDL portal on the date of the event (appointment/resignation/cessation), as required. The details of such delays are as under:

The delay was unintentional and arose from an inadvertent lack of awareness of the provisions of insider trading. The Management will ensure that details of Designated Persons are updated in the SDD records with the designated depository on the same day of the event. Necessary internal measures have been implemented to prevent such delays in the future.

 

Designated persons	Event	Event date	Date of entry in NSDL Portal	No. of Days delayed
M/s. SCS and Co. LLP (Secretarial Auditor)	Appointment	01-03 2025	21-03 2025	20 Days
M/s. Anil & Bohra & Associates (Internal Auditor Appointme nt!	Appointment	01-03 2025	21-03 2025	20 Days
Nitin Jain (CFO)	Resignation as	01-03 2025	26-03 2025	157 Days
Himanshu Garg (CFO)	Appointment	01-03 2025	21-03 2025	20 Days

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.

INTERNAL AUDITOR:

During the year under review, M/s. Anil & Bohra & Associates, Chartered Accountants, (FRN: 142719W) were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

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.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms 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).

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

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 has been duly presented on the website of the Company.

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:

The 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 Companys 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.

f) One-time settlement of loan obtained from the Banks or Financial Institutions

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Directors wish to express their gratitude to the bankers, financial institutions, government and regulatory authorities, customers, suppliers, business partners, shareholders, and all other stakeholders who have supported the Company, directly or indirectly, throughout the year.

The Directors also extend their sincere appreciation to all employees of the Solarium Family, at every level, for their dedicated efforts and ongoing contributions, which have been instrumental in fostering the Companys success and growth.

Registered office:	For and on behalf of Board of Directors
B-1208 World Trade Tower,	Solarium Green Energy Limited
B/h Skoda Showroom,	CIN: L31909GJ2022PLC129634
Makarba, Ahmedabad,
Gujarat, India 380051
	Sd/-
	Ankit Garg
Place: Ahmedabad	Chairman & Managing Director
Date: 13.08.2025	(DIN: 08027760)