Solar Industries India Ltd

Dear Members,

Your Board of Directors (Board) have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of the Company, together with the audited financial statements (Standalone & Consolidated) for the financial year ended March 31, 2024.

1. Financial Highlights

(H in Crore except EPS)

*Major amount include of foreign currency translation reserve

Our turnover stood at H 6070 Crore for the year. In the financial year 2023-24, better performance in domestic business and increased defence sales, helped us to expand our margins resulting in the highest ever EBITDA & PAT in absolute terms for the year at H 1414 Crore & H 875 Crore. The Volume also grew significantly by 20% year on year basis. These results were achieved despite the losses from currency fluctuations and hyper inflationary conditions. This kind of performance reflects the strength of the Company & its Management. As a result, our Company is well positioned for sustainable growth and continued success in the future.

During the year under review, the Company achieved turnover of H 3717.52 Crore in the financial

year 2023-24 against turnover of H 4162.25 Crore achieved during the previous year 2022-23.

Profit before Depreciation, Amortization, Exceptional Items & Tax Expense for the financial year 2023-24 is H 863.42 Crore against H 657.10 Crore in the year 2022-23.

Earnings per Share as on March 31, 2024 are H65.90visavisagainstH49.22asonMarch31,2023.

The net worth of the Company stands at H 2346.47 Crore at the end of financial year 2023-24 as compared to H 1767.45 Crore at the end of financial year 2022-23.

During the year under review, the Company achieved turnover of H 6069.52 Crore in the financial year 2023-24 as against turnover of H 6922.53 Crore achieved during the previous year 2022-23.

Profit before Depreciation, Amortization, Exceptional Items & Tax Expense for the financial year 2023-24 is H 1304.31 Crore against H 1230.06 Crore in the year 2022-23.

Earnings Per Share as on March 31, 2024 is H 92.38 vis a vis against H 83.68 as on March 31, 2023.

The net worth of the Company stands at H 3,305.60 Crore at the end of financial year 2023-24 as compared to H 2,610.34 Crore at the end of financial year 2022-23.

2. Transfer to Reserves

The Company has transferred H 100 Crore to the general reserve out of the amount available for appropriations and an amount of H 1294.01 Crore is proposed to be retained in the statement of profit and loss.

3. Dividend

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at their meeting held on May 16, 2024 has recommended payment of H 8.50/- per equity share i.e. 425% of the face value of H 2 each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend on equity shares for the financial year 2023-24 would aggregate to H 76.92 Crore.

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company's website and can be accessed at https://bit.ly/DDpolicy. A copy of the policy will be made available to any shareholder on request by email.

4. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

5. Deposits

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Particulars of Loan, Guarantees or Investments

The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided as covered under the provisions of Section 186 of the Companies Act, 2013, in the notes to the Financial Statements forming a part of this Annual Report.

7. Subsidiaries, Associates and Joint Venture

The Company has seven wholly owned subsidiaries, twenty four step-down subsidiaries and four Associate Company as on March 31, 2024. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Keeping pace with the strategy of selective internationalisation, the Company has set up two step-down subsidiary Company (through Solar Overseas Singapore Pte Ltd) in Kazakhstan named Solar Nitro Kazakhstan Limited which was Incorporated on May 5, 2023, in Sierra Leone named Solar Nitro (SL) Limited which was incorporated on November 07, 2023 and one step-down subsidiary Company (through Solar Industries Africa Limited, Mauritius) in South Africa named Ortiz Investments Pty Limited which was Incorporated on May 9, 2023.

During the year under review, Solar Nitro Kazakhstan Limited (Step Down Subsidiary of Solar Industries India Limited) has acquired 100% stake in Power Blast LLP (Kazakhstan) on October 1, 2023.

During the year under review, the board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

8. Financial Performance of Company's Subsidiaries

A list of body corporates which are subsidiaries and Associates of the Company is provided as part of the notes to Consolidated Financial Statements.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1 forms a part of the Annual Report.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures.

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries,

Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the financial year ended March 31, 2024 is in the prescribed Form AOC-1 forms a part of the Annual Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with SEBI Listing Regulations the audited financial statements, including the consolidated financial statement and related information of the Company and the financial statements of each of the subsidiary Companies are available on our website www.solargroup.com. Any member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary & Compliance officer at investor.relations@solargroup.com.

These documents will also be available for inspection during business hours at the registered office of the Company.

9. Material Subsidiary

Economic Explosives Limited, Solar Overseas Mauritius Limited and Solar Patlayici Maddeler San. Ve Tic. Ano Sirketi are the material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations. There has been no material change in the nature of the business of the subsidiary.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company's website at https://bit.ly/DMSpolicy

The paid-up Equity Share Capital as on March 31, 2024 was H 18.10 Crore. There was no change in the Share Capital during the year under review.

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued the Sweat Equity Shares.

In terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued the Differential Voting Rights.

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued the Employee Stock Options.

During the year under review, the Company has issued and allotted 3500 (Three Thousand Five Hundred) unsecured, rated, listed, senior, redeemable, non-convertible debentures having face value of H 1,00,000/- (Rupees One Lakh Only) each aggregating of H 35.00 Crore on March 22, 2024, by way of private placement basis. The proceeds of the issue will be utilised for Refinancing/ Repayment of the existing Debt and for the General Corporate/ Business Purpose of the Company.

During the financial year 2023-24, the Company had partially redeemed 200 (Two Hundred) unsecured, rated, listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H 10,00,000/- (Rupees Ten Lakh Only) each amounting to H 20.00 Crore (Rupees Twenty Crore) and made an Interest Payment amounting to H 3.89 Crore at a coupon rate of 8.20% per annum and as on the date the outstanding amount of (NCDs) is H 70 Crore.

During the Financial year 2023-24, the Company has redeemed Commercial Paper on May 20, 2023 amounting to H 50 Crore (Rupees Fifty Crore) which was issued on November 21, 2022.

The Company has not defaulted on payment of any dues to the financial lenders.

In terms of Regulation 34 of SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with a certificate from the auditor's confirming compliance is annexed and forms part of the Annual Report.

The Company has a risk management policy pursuant to Section 134(3)(n) of the Act, 2013 read with Companies (Accounts) Rules, 2014, which guides identification of risk, that may threaten to the existence of the Company assess them and implement appropriate risk mitigation plan.

The Risk Management committee assists the Board in ensuring that all material risks including but not limited to the risks related to business operations, cyber security, safety, compliance and control financials have been identified, assessed and adequate risks mitigation control are in place.

It takes into consideration the nature, scale and complexity of the business. Details on risk management activities of the Company including key risks identified and their mitigation is available at page no.22 of this

report. The details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report.

Pursuant to Section 124 and Section 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, transfer and Refund) Rules, 2016 (‘the Rules'), all the unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of H 52684.00 relating to financial year 2016-2017 (Interim Dividend). The details of unpaid/unclaimed dividend transferred to IEPF Authority are available on the Company's website www.Solargroup.com.

Further, no shares were transferred to the demat account of IEPF authority as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

The Company has inter alia, received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. In the opinion of Board there has been no change in the circumstances affecting their status as Independent Directors of the Company;

2. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

3. They have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review five Board Meetings were convened and held on May 3, 2023, August 3, 2023, November 2, 2023, November 28, 2023 and February 7, 2024.

The Board has Constituted the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Executive Committee

7. Investment Committee

A detailed disclosure on the Board, its committees, its composition, the detailed charter and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company. The Company has laid down Standard Operating Procedures, Policies and Authority/Commercial Manual to guide the operations of the business. Functional heads are responsible for ensuring compliance with all laws and regulations and also with the policies and procedures laid down by the management.

The Corporate Accounts team has undertaken advanced digitalisation and automation initiatives in the current year. System based reports and automated accounting for various areas in financial statements have contributed to better accuracy and faster financial reporting.

The Company tracks all amendments to Accounting Standards, the Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. During the current year, the Company assessed the impact of changes in Schedule III under the Act and Accounting Standards on its financial reporting and accordingly made necessary changes in its policies, processes and disclosures.

All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee.

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Directors are persons of eminence in areas such as business, industry, finance, law, administration, Accounting Technology etc. and bring with them experience and skills which add value to the performance of the Board. The Directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality.

During the year under review, none of the Auditors of the Company, has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors (SS-4) issued by Institute of Company Secretaries of India.

During the year under review, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the operations of the Company in future.

The Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

Your Company's Whistleblower Policy encourages Directors and employees to bring to your Company's attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company's operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at the link https://bit.ly/WBpolicy

In accordance with the requirements of the Sexual Harassment of Employees at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") along with the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment from employees at workplace. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment from employees at Workplace. The Company has constituted Internal Complaints Committee and has complied with all the provisions of constitution of Committee for various work places to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Shri Manish Nuwal, Managing Director & CEO being the longest in the office among the directors liable to retire by rotation, retires from the Board this year and being eligible, has offered himself for re–appointment. The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 29^th Annual General Meeting for consideration of the Shareholders. The brief resume and other details relating to Shri Manish Nuwal who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling 29^thAnnual General Meeting. Pursuant to Section 152(6) of the Companies Act, 2013 and as per clause 86 (1) of Article of Association of the Company the Chairman of the Company shall be the director not liable to retire by rotation.

Pursuant to the insertion of Regulation 17(1D) through SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations,

2023 w.e.f. July 15, 2023, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the Shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment. Further the Shareholders approval is to be obtained in the first general meeting to be held after March 31, 2024.

The Board of Directors in their meeting held on May 16, 2024 have approved the continuation of appointment of Shri Satyanarayan Nuwal (DIN: 00713547), as a Non-Executive, Non-Independent Director, designated as the Chairman of the Company, not liable to retire by rotation for the period of 3 (Three) years from the date of approval of his continuation as Director or till he attains the age of Seventy-five years subject to approval of the shareholders at the ensuing General Meeting of the Company.

On the recommendation of Nomination and Remuneration Committee the Board have considered and approved the following:

i) Appointment of Smt. Rashmi Prasad (DIN: 10329445) as an Additional Director (Non-Executive Women Independent Director) of the Company, not liable to retire by rotation for a period of Two (2) consecutive years commencing from September 21, 2023 through Circular Resolution dated September 21, 2023, subject to approval of members of the Company through Special Resolution.

In this regard the Board of Directors of the Company had approved the Notice of Postal Ballot dated November 2, 2023, for seeking the approval of Members of the Company by way of Special Resolution for appointment Smt. Rashmi Prasad (DIN: 10329445) as a Women Independent Director of the Company.

The Special Resolution as contained in the Notice of Postal Ballot dated November 2, 2023 has failed to get the requisite majority.

The recently amended sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, provides that when a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A).

In light of the above amendment, Smt. Rashmi Prasad (DIN: 10329445) is deemed to be appointed as Independent Director of the Company under Regulation 25(2A) of SEBI Listing Regulations.

The Independent Director appointed by the Board are of integrity and possess the requisite expertise and experience (including proficiency). Smt. Rashmi Prasad (DIN: 10329445) will appear for an online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of her name in the data bank maintained by Indian Institute of Corporate Affairs (IICA).

ii) Appointment of Shri Dinesh Kumar Batra (DIN: 08773363) as an Additional Director (Non-Executive Independent Director) of the Company, not liable to retire by rotation for a period of Two (2) consecutive years commencing from April 1, 2024 through Circular Resolution dated March 28, 2024, subject to approval of members of the Company through Resolution on or before June 30, 2024.

Shri Suresh Menon (DIN: 07104090) was reappointed as a Whole time Director designated as Executive Director of the Company for the term of 2 (Two) years in the 28^th Annual General Meeting held on June 21, 2023.

Further Board of Directors in their meeting held on May 16, 2024 have approved the Re-appointment of Shri Suresh Menon (DIN: 07104090) as a Whole time Director of the Company for a term of three years with effect from May 11, 2025 to May 10, 2028, subject to approval of the shareholders at the ensuing General Meeting of the Company.

1. Smt. Sujitha Karnad (DIN: 07787485) ceased to be the Non-Executive Independent Director of the Company w.e.f June 21, 2023. The proposed Special Resolution for her reappointment was not approved by the Shareholders in their meeting dated June 21, 2023.

2. Shri Amrendra Verma (DIN: 00236108), Non-Executive Independent Director of the Company has completed his second term on March 31, 2024 and accordingly ceased to be an Independent Director of the Company with effect from April 1, 2024.

f. Vacation of Director

Shri Kailashchandra Nuwal (DIN: 00374378) has vacated the office of Director with effect from November 7, 2019. Hon'ble NCLT, Mumbai Bench had allowed two prayers of the Shri Kailashchandra Nuwal. However, Hon'ble NCLAT vide order dated February 25, 2021, stayed the operation of the said order of Hon'ble NCLT. The Hon'ble NCLAT pronounced its final order through virtual hearing on December 14, 2021 ("Impugned Order") in the Appeal No. 29/2021 filed by Solar Industries India Limited ("the Company"). By way of this Impugned Order, the Hon'ble NCLAT had dismissed the appeal filed by the Company. The Company filed Civil Appeal, against the Impugned Order of the Hon'ble NCLAT before the Hon'ble Supreme Court on January 5, 2022 ("Civil Appeal"). The Civil Appeal was listed before the Hon'ble Supreme Court on January 10, 2022. Hon'ble Supreme Court vide order dated January 10, 2022, stayed the operation of the impugned orders Hon'ble NCLT and Hon'ble NCLAT dated December 14, 2021, till the next date of hearing. Hence the name of Shri Kailashchandra Nuwal is not mentioned as a Director.

The Key Managerial Personnel of the Company as on March 31, 2024 are:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual Directors, Chief Financial Officer, Company Secretary as well as the evaluation of the working of its Board Committees. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors; and (iv) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals. This remuneration policy is placed on the Company's website https://bit.ly/NRCpolicy

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company available on the website of the Company at www.solargroup.com

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.solargroup.com

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are as under:

1. The Non-Executive Independent Directors of the Company were only paid sitting fees for attending Board and Committee meetings. b. The percentage increase in the median remuneration of employees in the financial year: 8.00%

The average percentage increase in the salaries of employees excluding key managerial personnel for the year 2023-24 was 8.20% whereas there is an increase in the key managerial personnel remuneration by 51.91%.

The remuneration paid/payable is as per the Policy on Remuneration of Directors and Remuneration Policy for Key Managerial Personnel and Employees of the Company. f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.solargroup.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

All transactions with related parties during the financial year 2023-24 were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm's length basis in terms of provisions of the Act.

There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial Statements of the Company. Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure A" to this report.

The Company in terms of Regulation 23 of the Listing Regulations shall submit on the date of declaration of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at www.solargroup.com.

The Related Party Transactions Policy is available on the Company's website at www.solargroup.com

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well-being is crucial to sustaining organizational success.

The company is constantly engaging in several initiatives to develop employees holistically to ensure that we have competent employees in all areas of the business. We are implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results. Some of these initiatives include structured talent management processes, leadership development, competency development, identifying and ring-fencing key employees occupying key roles, employee engagement and well-being, rewards and recognition, performance management and so on. Having implemented the Behavioral Competency Framework with a focus on leadership development, Functional Competency Framework is being institutionalized to enhance technical and functional expertise. Right environment and resources are provided to ensure research capabilities of employees are developed and honed to develop in-house products with sound safety, quality and reliability standards. Leadership development initiatives include providing the necessary experience, exposure and education to ensure employee readiness to execute critical roles and responsibilities. We have a robust induction and training process for new talent, to ensure safety and quality standards are adhered to. All new employees are required to go through detailed technical and behavioral trainings in their respective domain areas to ensure productivity is achieved along with safety and quality. The Company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) were appointed as Statutory Auditor of the Company for a term of 5 consecutive years from the conclusion of the 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting of the Company. M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditor's Report for the year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditor's Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur has carried out the cost audit for applicable products during the financial year 2023-24. The Board on the recommendation of the audit committee, have appointed Shri Deepak Khanuja, Partner of M/s Deepak Khanuja & Associates as its Cost Auditors to audit the cost records of the Company for the financial year 2024-25. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking member's approval for the remuneration payable to Cost Auditors forms part of the Notice convening 29^th Annual General Meeting of the Company and the same is recommended for approval of Members. The Cost Audit Report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remark.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s. Protiviti India Member Private Limited the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has appointed M/s. Protiviti India Member Private Limited to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2024-25.

The Secretarial Audit for the year 2023-24 was undertaken by Shri Anant B Khamankar, of Anant B Khamankar & Co. practicing Company Secretary the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the Company and its Material Subsidiary are annexed herewith as "Annexure B1 and B2".

The Secretarial Audit Report for the financial year 2023-24, does not contain any qualification, reservation, or adverse remark. The Board of Directors, has appointed Vinod Kothari & Company, practicing Company Secretary to conduct the secretarial audit of the Company for financial year 2024-25. They have consented and confirmed their eligibility for the appointment.

The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives by way of Promoting Health, Animal Welfare, Rural Development, Empowering Women, Skill Development and Promoting Education. The Corporate Social Responsibility policy lays down the guiding principles and strategies for implementing CSR initiatives of the Company. A detailed report on Solar's various CSR initiatives has been provided in the Annual Report as required under

Section 135 of the Companies Act, 2013 (Act) which is annexed as "Annexure C" to this report on page No. 106.

The CSR policy is available on https://bit.ly/siilCSRpolicy

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

A detailed review of operations, performance and outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Holding Company's Board of Directors are responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment's and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

The Company has a comprehensive policy on data privacy. The Company is committed to providing the highest level of protection regarding the processing of its employees', vendors' and customers' personal data based on applicable data protection laws and regulations. During the year under review, there were no reported instances of issues regarding cyber security, data privacy of customers or product recalls. We have adhered to best practices in security. Efforts are in place to continually strengthen the quality assurance system and to improve delivery timelines.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society and the community, as well as ensuring environmental well-being from a long-term perspective.

The Company published its first Business Responsibility and Sustainability Report (BRSR) in the financial year 2022-23. We are proud to publish our second Business Responsibility & Sustainability Report for the year 2023-24, in compliance with the Regulation 34(2)(f) of SEBI Listing Regulations which forms a part of this Annual Report. It is also available on the Company's website and can be accessed at www.solargroup.com.

The BRSR for financial year 2023-24 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct and the Company has undertaken reasonable assurance of all the core Principles of BRSR as per the SEBI circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 as the Company is covered in the top 150 listed entity as per the Market Capitalization as on March 31, 2024.

During the year under review, an unfortunate incident had occurred at the plant situated at Chakdoh, Bazargoan, Nagpur which has resulted in 9 fatalities. The Company and its Board of Directors deeply mourns this loss of lives and stands with the family of the deceased in this moment of grief.

The Company has provided all the possible support and relief measures to the families of the deceased and is committed to provide the same in future. Safety will continue to remain a core value for the Company. In the wake of this incident, the Company have undertaken a comprehensive review of our safety protocols to prevent such tragedies from happening again.

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the

Company for the year ended March 31, 2024, the applicable Accounting Standards had been followed and there are no departures;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis.

v. Proper Internal financial controls are in placed in the Company and such internal financial controls are adequate and operating effectively.

vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

41. Other Disclosures i. The requirement to disclose the 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, is not applicable.

ii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. iii. The Company has not failed to implement any corporate action during the year under review;

iv. The Company's securities were not suspended during the year under review; v. The Company has registered itself on Trade

Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

vi. There has been no change in the nature of business of the Company.

vii. There was no revision of financial statements and Board's Report of the Company during the year under review.

viii. During the year under review, Emul Tek Private

Limited ("ETPL"), one of the Wholly owned subsidiary of Solar Industries India Limited has made investment in Rajasthan Explosives and Chemicals Limited ("RECL") by acquiring the entire business and undertaking of RECL through Business Acquisition Agreement dated April 10, 2023.

ETPL has acquired the control in RECL on the terms and conditions as set out in Business Acquisition Agreement with effect from December 16, 2023.

Both these Companies (ETPL and RECL) had filed the petitions, pursuant to the provisions of Sections 230 – 232 of the Companies Act 2013, before National Company Law Tribunal ("NCLT"), Mumbai Bench on February 26, 2024 for seeking approval on scheme of merger.

As required under Regulation 17(8) of the Listing Regulations, the CEO/CFO certificate for the financial year 2023-24 signed by Shri Manish Nuwal, Managing Director & CEO, and Shri Moneesh Agrawal Joint CFO and Smt. Shalinee Mandhana Joint CFO, was placed before the Board of Directors of the Company at its meeting held on May 16, 2024 and is also forms a part of this Annual Report.

Your directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all the employees to the Company's performance. The Board of Directors would also like to express their deep sense of gratitude to the financial Institutions, Banks, Government, Regulatory authorities, Stock exchanges, Customers, Shareholders, Suppliers, Business associates, Debenture holders and Debenture trustee for their support and look for their continued assistance and Cooperation.