డైరెక్టర్ల నివేదిక Solarium Green Energy Ltd.

Mar 31, 2025

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 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;

¦ 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.

¦ 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 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 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 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 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 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)

---

Mar 31, 2024

The Board of Directors hereby submits the 2^nd Report on the business and operations of your company ("the
Company) together with the Audited Financial Statements and Auditor''s report thereon for the year ended on
31^st March, 2024.

FINANCIAL HIGHLIGHTS:

The Financial performance of the Company for the year ended on 31^st March, 2024 are as follows:-

(Amount in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-2023
Revenue from Operations	17,739.69	9878.98
Other Income	41.14	13.52
Total Revenue	17,780.83	9,892.50
Profit Before Interest and Depreciation	2460.91	614.43
Finance Cost	241.05	143.03
Depreciation	77.95	85.31
Net Profit/(Loss) Before Tax	2,141.91	386.09
Less : Tax expenses :
Current Tax	538.95	75.00
Deferred tax (Asset)lncome	-3.55	-4.68
Tax for earlier years	32.45	-
Net Profit/(Loss) After Tax	1574.06	315.77

BUSINESS OVERVIEW:

Financial Performance:

The total income of the Company for the financial year ended March 31, 2024 was Rs. 17,780.83 Lakh as against
the total income of Rs. 9,892.50 Lakh for the previous financial year ended March 31, 2023. The Total Income of
the company was increased by 79.74% over previous year.

The major increase in total income of the Company was due to Revenue from EPC, Inverter sales, ABT Sales, Panel
Sales and other solar product sales. The Revenue from Operation increased about 79.57% as compared to
previous Financial Year 2022-23.

The Company has earned a Net Profit after Tax of Rs. 1,574.06 Lakh for the year under review as compared to
Net Profit of Rs. 315.77 Lakh in the previous Financial year. The profit of the Company increased about 398.48%
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.

Dividend:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not
declared any dividend for the financial year 2023-24.

Transfer to General Reserve:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is
carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

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 U31909GJ2022PLC129634.

Filing of Draft Red Herring Prospectus:

The Board of Directors, in its meeting held on Saturday, August 03, 2024, considered and approved the Initial
Public Offer not exceeding 55,00,000 (Fifty-Five Lakhs) equity shares (the "Fresh issue") at such price as may be
decided by the Board of Directors in consultation with the Book Running Lead Manager. The Members of the
Company had also approved the proposal of Initial Public Offer in their Extra-ordinary General Meeting held on
Wednesday, August 07, 2024.

Change in Nature of Business:

During the year, the Company has not changed its business or object and continues to be in the same line of
business as per the main object of the Company.

Further, 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 in its meeting held on July 19, 2024, along with members of the company via special resolution
passed in their Extra Ordinary general meeting held on July 20, 2024 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.

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, there were no changes made in the Authorized and Paid-up share capital of the

Company.

After Closure of the financial year;

* Authorised Capital of the Company increased from Rs. 3,00,00,000/- (Rupees Three Crore Only) divided
into 3000000 (Thirty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees
Twenty Five Crore Only) divided into 25000000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees
Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of
the Company on Friday, July 12, 2024.

* Pursuant to Bonus issue of Equity Shares by the Company, the Board of Directors, in their meeting held on
July 16, 2024, has allotted 1,20,00,000 (One Crore Twenty Lakhs) Bonus Equity Shares out of the securities
premium account/or free reserve of the company in the ratio of 4: 1 i.e. 4 (Four) Bonus Equity Shares of
Rs. 10 each for every 1 (One) Existing Equity Shares of Rs. 10 each, held on July 12, 2024 (record date).

* The Company in its Board meeting held on Friday, July 19, 2024 and in Member''s Extra ordinary general
meeting held on Saturday, July 20, 2024 passed a special resolution to issue and allot up to 4,00,800 (Four
Lakh Eight hundred) Equity shares of Rs. 10.00 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. Further, the company in its board meeting held on Monday, July 29, 2024 has allotted 3,50,000
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).

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

Authorized Capital

The present Authorised Share Capital of the Company is 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.

Issued, Subscribed & Paid-Up Capital

The present Paid-up Share Capital of the Company is Rs. 15,35,00,000/- (Rupees Fifteen Crore Thirty Five Lakhs
Only) divided into 1,53,50,000 (One Crore Fifty Three Lakh Fifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten
Only) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished as
below:

Sr No.	Name of Directors/KMP	Particulars	Date of Board/General Meeting	Date of Cessation
1	Aditi Goyal (DIN:10564097)	Board has approved appointment as an Additional Non-Executive Director of the company w.e.f. March 26, 2024.	March 21, 2024 (Board Meeting)
2	Ankit Garg (DIN:08027760)	Board has approved change in Designation from Executive Director to Chairman and Managing Director of the company subject to approval of shareholders in ensuing general meeting of the members. (w.e.f June 24, 2024)	June 24, 2024 (Board Meeting)
3	Ankit Garg (DIN:08027760)	Shareholders has approved change in Designation from Executive Director to Chairman and Managing Director in their Extra Ordinary General Meeting (w.e.f June 24, 2024)	June 26, 2024 (Extra Ordinary General Meeting)
4	Pankaj Gothi (DIN:07348565)	Board has approved change in Designation from Executive Director to Whole Time Director of the company subject to approval of shareholders in ensuing general meeting of the members, (w.e.f June 24, 2024)	June 24, 2024 (Board Meeting)
5	Pankaj Gothi (DIN:07348565)	Shareholders has approved change in Designation from Executive Director to Whole Time Director in their Extra Ordinary General Meeting (w.e.f June 24, 2024)	June 26, 2024 (Extra Ordinary General Meeting)
6	Harshil B Vadodariya (DIN:07827003)	Board has approved appointment as Additional Non-executive Independent Director of the company w.e.f. June 24, 2024, to hold office till the conclusion of ensuing General meeting for a Term up to 5 consecutive years.	June 24, 2024 (Board Meeting)
7	Vivek Nathwani (DIN:09791683)	Board has approved appointment as Additional Non-executive Independent Director of the company w.e.f. June 24, 2024, to hold office till the conclusion of ensuing iG.epetal meeting for	June 24, 2024 (Board Meeting)

		a Term upto 5 consecutive years.
8	Pankti Kashyapbhai Thakkar	Board has approved appointment as Company Secretary & Compliance Officer of the company w.e.f. 24th June, 2024	June 24, 2024 (Board Meeting)
9	Nitin Jain	Board has approved appointment as Chief Financial Officer of the company w.e.f. 24th June, 2024	June 24, 2024 (Board Meeting)
10	Harshil B Vadodariya (DIN:07827003)	Shareholders has approved regularization as Independent Director of the company w.e.f June 24, 2024 for a period of 5 years up to June 23, 2029, in their Extra Ordinary General Meeting.	June 26, 2024 (Extra Ordinary General Meeting)
11	Vivek Nathwani (DIN:09791683)	Shareholders has approved regularization as Independent Director of the company w.e.f June 24, 2024 for a period of 5 years up to June 23, 2029 in their Extra Ordinary General Meeting.	June 26, 2024 (Extra Ordinary General Meeting)
12	Aditi Goyal (DIN:10564097)	Shareholders approved Regularisation as Non- Executive Director of the company.	June 26, 2024 (Extra Ordinary General Meeting)	Resigned on 1st August, 2024 Jue to persona reasons and personal commitments.
13	Priya Bansal (DIN:07788611)	Board approved Appointment as Additional Non-Executive Director of the company w.e.f August 01, 2024 till the conclusion of ensuing General meeting	August 01, 2024 (Board Meeting)
14	Priya Bansal (DIN:07788611)	Shareholders approved the Regularisation as Non-Executive Director of the company in their Extra Ordinary General Meeting.	August 07, 2024 (Extra Ordinary General Meeting)

Board Meeting:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings
are convened, as and when required to discuss and decide on various business policies, strategies and other
businesses.

During the year under review, Board of Directors of the Company met 21 (Twenty One) times as on April 07,
2023; July 06, 2023; August 18, 2023; August 23, 2023; September 01, 2023; September 13, 2023; September 21,
2023; October 03, 2023; October 12, 2023; October 13, 2023; October 16, 2023; November 24, 2023; December
26, 2023; January 08, 2024; January 09, 2024; January 26, 2024; January 30, 2024; February 23, 2024; March 06,
2024; March 13, 2024 and March 21, 2024.

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

Number of

, Board Number of

Name of Director ^^atG. ^^lgmal ^^ate ° Meetings Board Meetings

Appointment Cessation _{£||g|b|e to attended}

attend__

Mr. Ankit Garg__February 24, 2022 __21__21_

Mr. Pankaj Gothi__February 24, 2022 __21__21_

Mrs. Aditi Goyal .. , August

___ March 26, 2024 | _{Q1> 2Q24} |_^_|

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	September 02, 2023
2	Annual General Meeting	October 28, 2023

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.

Change in Registered office:

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

Formal Evaluation of the Board, its activities and of Individual Director:

As the Company is a Public Limited Company w.e.f June 21, 2024 therefore, the provisions of Rule 8(4) of the
Companies (Accounts) Rules 2014 relating to formal Evaluation of the Board, is individual directors, their individual
performances, etc. on an annual or half yearly basis is not applicable hence, the details are not given here with.

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 31,2024, the applicable accounting standards
have been followed and that no matemt^^^^ss 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, 2024 on going concern
basis.

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

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

COMMITTEES OF BOARD

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

are given hereunder.

A. Audit Committee:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013.

After the Closure of Financial year, company got converted from Private Limited Company to Public Limited

company w.e.f June 21, 2024. After conversion of company, in the Board meeting held on Saturday, August 03,

2024, Board constituted Audit Committee of the company which comprised three directors; Mr. Harshil B.

Vadodariya (Non-Executive Independent Director) as Chairperson, Mr. Vivek Dinesh Nathwani (Non-Executive

Independent Director) as Member and Mr. Ankit Garg (Chairman and Managing Director) as Member.

The composition of the Audit Committe is as given below:

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

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial
result.

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 website of the Company https://solariumenergy.in/wp-content/uploads/2024/08/Vigil-
Mechanisam-Whistle-Blower-Policy.pdf.

B, Stakeholder''s Relationship Committee:

The Company has formed Stakeholder''s Relationship Committee in line with the provisions Section 178 of the
Companies Act, 2013.

After the Closure of Financial year, company got converted from Private Company to Public company w.e.f June
21, 2024. After conversion of company, in the Board meeting held on Saturday, August 03,2024, Board constituted
Stakeholder''s Relationship Committee which comprised three directors; Mr. Harshil B. Vadodariya (Non-Executive
Independent Director) as Chairperson, Mr. Ankit Garg (Chairman and Managing Director) as Member, Mr. Pankaj
Vallabhbhai Gothi (Whole Time Director) as Member.

The Company has constituted Stakeholder''s Relationship Committee mainly to focus on the redressal of
Shareholders''/ Investors'' Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. There were no Stakeholder''s Relationship
Committee meetings held during the year under review.

The composition of the Stakeholder''s Relationship Committee is as given below:

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

C. Nomination and Remuneration Committee:

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

After the Closure of Financial year, company got converted from Private Company to Public company w.e.f June
21, 2024. After conversion of company, in the Board meeting held on Saturday, August 03, 2024, Board constituted
the Nomination and Remuneration Committee which comprised three directors; Mr. Harshil B. Vadodariya (Non-
Executive Independent Director) as Chairperson, Mr. Vivek Dinesh Nathwani (Non-Executive Independent
Director) as Member, Mrs. Priya Bansal (Non-ExecutiveDirector) as Member and Mr. Ankit Garg (Chairman and
Managing Director) as Member.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are
qualified to become Directors and may be appointed in senior management and recommending their
appointments and removal.

The composition of the Nomination and Remuneration 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
Mrs. Priya Bansal	07788611	Non-Executive Director	Member
Mr. Ankit Garg	08027760	Chairman & Managing Director	Member

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-
l.pdf

Remuneration of Director:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is 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.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is
available on the Company''s website on https://solariumenergy.in/investors/financial-information/annuaI-
return/.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the
Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual
consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial
Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company
at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are
of a foreseen and repetitive nature..

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial
statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of
Directors is available on the website of the Company at https://solariumenergy.in/wp-
content/uploads/2024/08/Policy-on-Related-Party-Transaction.pdf.

MATERIAL CHANGES AND COMMITMENT:

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.

There are no material changes and commitments, affecting the financial position of the Company, have occurred
between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company doesn''t have any Holding/Subsidiary/Associates/Joint Venture Companies at the beginning of the
year, during the year or at the end of the year.

After the Closure of Financial year, our Company has One (1) Subsidiary LLP as on date of this Report i.e. Solarium
Ventures LLP.

Solarium Ventures LLP was incorporated as a Limited Liability Partnership under the provisions of Limited
Liability Partnership Act, 2008 pursuant to the incorporation certificate dated August 18, 2023, by Registrar of
Comoanies. Ahmedabad. The table below sets forth more information of the LLP:

LLP«N ^ffTcX		ACC-5153
Date of Incorporation		August 18, 2023
PAN feT,f - A R A D1		AFBFS8445K

Registered Office	1205 World Trade Tower, B/H Skoda Showroom,
	Makarba, Ahmedabad- 380051, Gujarat, India.

SEXUAL HARASSMENT OF WOMEN 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 2023-24, the Company has received nil complaints on sexual harassment, out of which
nil complaints have been disposed off and nil complaints remained pending as of March 31, 2024. The Policy on
Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at
https://solariumenergy.in/investors/policies/

EMPLOYEES STOCK OPTION PLAN

To attract, reward and retain talented and key Employees of the Company and also to motivate them, the
shareholders of the Company had approved formulation and implementation of "Solarium Employee Stock
Option, 2024 ("Plan") through holding Extra Ordinary General Meeting on July 20, 2024 passing Special Resolution
to approve the plan and to create, offer, issue and allot share based for grant of stock options to such eligible
Employees and enable them to be co-owners and get a share in the value they would create in the Company and
contribute to the Company goals in the years to come, thereby increasing the overall shareholders'' value.

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:

A. Conservation of energy -

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization
and maximum possible savings of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. The capital investment on energy conservation equipment: No specific investment has been made in
reduction in energy consumption.

B. Technology absorption -

i. The effort made towards technology absorption: Nil

ii. The benefit derived like product improvement, cost reduction, product development or import
substitution: Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - Nil

a) The details of technology imported: Nil.

b) The year of import: Nil

c) Whether the technology has been fully absorbed: Nil

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: NIL

(in USD)

ii. Details of Foreign Exchange Expenditure:

Sr. No.	Particulars	F.Y. 2023-24	F.Y. 2022-23
1	Foreign Exchange Expenditure	1101240.50	1309690.88

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

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

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 report annexed as
an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in
section 143 of Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable
to the Company during the Financial year 2023-24.

The Company has attracted criteria for Corporate Social Responsibility (CSR) by crossing net profit beyond 5 crores
(in the financial year ended on March 31, 2024) pursuant to the provisions of Section 135 of the Companies Act,
2013 including Rules framed there under.

The Company has formulated the Corporate Social Responsibility Committee at the Board Meeting dated August
30, 2024 and it comprises of Mr. Harshil B. Vadodariya as Chairman of the Committee, Mr. Ankit Garg and Mr.
Pankaj Vallabhbhai Gothi as Members.

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

In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a
CSR policy. The same can be accessed from website of the Company at the following web link:
https://solariumenergy.in/wp-content/uploads/2024/09/Corporate-Social-Responsibility-Policy.pdf

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s.
Abhishek Kumar & Associates, Chartered Accountants (FRN: 130052W), were appointed as Statutory Auditors of
the Company in the Extraordinary General Meeting of the members of company held on April 11, 2024 to hold
office till conclusion of the next Annual General Meeting of the Company to conduct audit of accounts of the
Company for the financial year 2023-24.

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 One
year in this Annual general meeting, subject to approval of shareholders of the company from the conclusion of
this 2^nd Annual General Meeting till the conclusion of the 3^rd Annual General Meeting to be held in the calendar
year 2025.

The Notes to the financial statements 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.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company was not under the limits of the Secretarial Audit for the
financial year 2023-24. Therefore, the Secretarial Audit is not applicable to the company for the financial year
2023-24.

INTERNAL AUDITOR:

As per Rule 13 (1) (c) of the Companies (Accounts) Rules 2014, as the Company''s turnover is less than 200 Crores
and its total borrowing from Banks, Financial institutions etc. are not exceeding 100 Crores and as the Company
was a Private Limited Company during the financial year 2023-24, it is not required to appoint a Separate Internal
Auditor, hence, their report is not applicable and not given here with.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013.

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.

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).

WEBSITE:

Your Company has its fully functional website https://solariumenergy.in/ which has been designed to exhibit
all the relevant details about the Company. The site carries a comprehensive database of information of the
Company including the Financial Results of your Company, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory information and disclosures
as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and also the non-mandatory
information of Investors'' interest/knowledge has been duly presented on the website of the Company.

DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is inj^m^Tmb^^he ISIN No. allotted is INE0W0H01017.

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

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

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

Registered office: For and on behalf of Board of Directors

B-1208 World Trade Tower, Solarium Green Energy Limited

B/h Skoda Showroom, ____ . / - CIN: U31909GJ2022PLC129634

Makarba, Ahmedabad, k

Gujarat, India, 380051 ([/^ l J \ \

[3 (ahmedabad) ^ Jl

yj AnkitGarg Pankaj Vallabhbhai Gothi

Place: Ahmedabad Chairman & Managing Director Whole Time Director

Date: August 30,2024 DIN: 08027760 Din: 07348565