Solarium Green Energy Ltd

Dear Shareholders,

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.

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

(Amount in Lakhs)

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.

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.

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.

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.

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.

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.

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.

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

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:

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

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

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.

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

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.

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 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, 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.

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

are given hereunder.

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:

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

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.

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:

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 (NonExecutive Independent Director) as Chairperson, Mr. Vivek Dinesh Nathwani (Non-Executive Independent Director) as Member, Mrs. Priya Bansal (Non-Executive Director) 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:

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

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/

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.

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.

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/annual- return/.

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 .

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.

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 Companies, Ahmedabad. The table below sets forth more information of the LLP:

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/

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.

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.

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.

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

i. Details of Foreign Exchange Earnings: NIL

ii. Details of Foreign Exchange Expenditure:

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.

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.

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.

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

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 reappointed 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.

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.

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.

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

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

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

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

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.

The entire Shareholding of the Company is in Demat mode. The 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.