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Solarium Green Energy Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 503.68 Cr. P/BV 3.56 Book Value (Rs.) 67.81
52 Week High/Low (Rs.) 484/202 FV/ML 10/600 P/E(X) 27.10
Bookclosure EPS (Rs.) 8.91 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors is delighted to present the 3rd 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 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, 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
(EBITDA)

2,691.73

2,460.91

2,691.49

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;

Ý 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 India’s 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 it’s 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:

Sr.

No.

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 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.

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 company's 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
Company’s 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 Stakeholder’s 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:

Sr. No.

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 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, 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. STAKEHOLDER’S 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 Stakeholder’s 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 Goth

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.

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

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 Company’s 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 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

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
Company’s 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 arm’s 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 Company’s
website at:
https://solariumenergv.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.

Ý 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.

Ý 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 Company's website
https://solariumenergy.in/investors/. The results are published in accordance with the guidelines of the Stock Exchange.

Website

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

BSE Corporate Compliance & Listing Centre (the ‘Listing Centre’)

BSE's 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 Company’s 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 Company’s 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 Company’s 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 THETR 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 2nd Annual General Meeting held on September 30, 2024, to hold office until the conclusion of the 3rd Annual General
Meeting, for conducting the audit of the Company’s 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 3rd Annual General Meeting till the
conclusion of the 7th 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 Company’s 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:

Sr.

No.

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.

Nam
e of
Desi
gnat
ed
Pers
ons

Cate

gory

Date

of

Tra

nsac

tion

Date of
intimat
ion to
the

Compa

ny

No. of
Days
delayed

Buy/

Sell

No of
Shares

Sand

eep

Gang

aram

Bano

diya

Seni

or

Man

ageri

al

Pers

onne

l

(SM

p)

Febr

uary

13,

2025

to

Febr

uary

19,

2025

March

21,

2025

17 Days
to 21

Days

Buy

16800

Febr

uary

28,

2025

March

21,

2025

11 Days

Sell

1800

Nikh

il

Bans

al

Dire

ctors

Imm

ediat

e

Rela

tive

Mar

ch

12,

2025

April

17,

2025

19 Days

Buy

25800

Mar

ch

13,

2025

April

17,

2025

18

Days

Sell

600

Mar

ch

17,

2025

April

17,

2025

17 Days

Sell

5400

Mar

ch

19,

202

5

April

17,

2025

15

Days

Buy

1800

Mar

ch

24,

2025

April

17,

2025

12 Days

Sell

1200

Mar

ch

25,

2025

to

Mar

ch

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)

Appoi

ntmen

t

01-03¬

2025

21-03¬

2025

20 Days

M/s. Anil
& Bohra &
Associates
(Internal
Auditor
Appointme

nt!

Appoi

ntmen

t

01-03¬

2025

21-03¬

2025

20 Days

Nitin Jain
(CFO)

Resig

nation

as

01-03¬

2025

26-03¬

2025

157

Days

Himanshu

Garg

(CFO)

Appoi

ntmen

t

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 Company's
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 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.

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 Company’s 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)


 
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