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Dear Members,
Your Board of Directors (Board) have pleasure in presenting the 31st
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, 2026.
1. Financial Highlights:
The Company's Financial Performance (Standalone &
Consolidated) for the Financial Year ended March 31, 2026 is summarised below.
(J in Crore Except EPS)
Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
5578.86 |
4456.60 |
9837.74 |
7540.26 |
| Other Income |
207.24 |
83.75 |
127.98 |
70.83 |
| Less: Expenditure |
4019.68 |
3359.49 |
7215.93 |
5579.90 |
| Profit before Depreciation, Amortization,
Finance Costs, |
1766.42 |
1180.86 |
2749.79 |
2031.19 |
| Exceptional Items and Tax Expense (Operating
profit) |
|
|
|
|
| Less: Finance Costs |
26.02 |
28.93 |
133.97 |
116.50 |
Profit before Depreciation, Amortization,
Exceptional Items & Tax Expense |
1740.40 |
1151.93 |
2615.82 |
1914.69 |
| Less: Depreciation and Amortization expense |
99.71 |
74.64 |
250.87 |
181.50 |
Profit before Tax Expense &
Exceptional item |
1640.68 |
1077.29 |
2364.95 |
1733.19 |
| Less: Exceptional item |
- |
- |
|
- |
Profit before Tax (PBT) |
1640.68 |
1077.29 |
2364.95 |
1733.19 |
| Share of Profit/(Loss) of associates |
- |
- |
0.27 |
5.55 |
| Less: Tax Expense |
418.98 |
274.18 |
628.58 |
450.81 |
Profit for the year |
1221.70 |
803.11 |
1736.64 |
1287.93 |
| Other Comprehensive Income (Net of Tax) |
28.65 |
(5.70) |
301.00 |
(65.00) |
Total Comprehensive Income |
1250.35 |
797.41 |
2037.64 |
1222.93 |
| Balance of profit for earlier years |
1920.23 |
1294.01 |
3419.73 |
2392.53 |
| Less: Transfer to Reserves |
100.00 |
100.00 |
100.00 |
109.09 |
| Less: Dividend paid on Equity Shares |
90.49 |
76.92 |
90.49 |
76.92 |
| Add/Less: other adjustment |
28.65 |
5.70 |
11.04 |
(9.71) |
| Balance carried forward |
2951.44 |
1920.23 |
4976.92 |
3419.74 |
| Earnings Per Share (EPS) |
135.00 |
88.75 |
185.39 |
133.65 |
Financial & Operational Performance
During the financial year 202526, the Company recorded strong
financial performance marked by sustained revenue growth, improved profitability and
healthy cash flows. Which has enabled us to expand our operations. Our top line growth has
been driven by successful market penetration and effective product innovation. At the same
time, our bottom-line performance has benefited from careful cost management and improved
operational efficiency. As a result, our Company is well positioned for sustainable growth
and continued success in the future.
Highlights of the Company's performance (Standalone) for the year
ended March 31, 2026 are as under:
During the year under review the Company achieved turnover of H 5578.86
Crore as against turnover of H 4456.60 Crore achieved during the previous Financial year,
which is an increase of 25.18 %.
The Profit before Depreciation & Tax (PBT) for the financial
year 2025-26 is H 1740.40 Crores against H 1153.93 Crores in the year 2024-25.
Earnings per Share as on March 31, 2026 is H 135.00 against H 88.75
was on March 31, 2025.
The net worth of the Company stands at H 4226.82 Crores at the end
of financial year 2025-26 as compared to H 3066.96 Crores at the end of financial year
2024-25.
Highlights of the Company's performance (Consolidated) for the
year ended March 31, 2026 are as under:
During the financial year ending on March 31, 2026 the Company
achieved turnover of H 9837.74 Crores as against turnover of H 7540.26 Crores achieved
during the previous Financial year, which is a significant increase in turnover by 30.46
%.
The Profit before Depreciation & Tax (PBT) for the financial
year 2025-26 is H 2615.82 Crores against H 1914.69 Crores in the year 2024-25.
Earnings Per Share as on March 31, 2026 is H 185.39 vis-?-vis
against H 133.65 as on March 31, 2025.
The net worth of the Company stands at H 6277.20 Crores at the end
of financial year 2025-26 as compared to H 4386.34 Crores at the end of financial
year 2024-25.
2. Transfer to Reserves
The Company has transferred H 100 Crores to the general reserve out of
the amount available for appropriations and an amount of H 2951.44 Crores 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 ("SEBI Listing
Regulations"), the Board of Directors at their meeting held on May 15, 2026 has
recommended the payment of H 11/- per equity share i.e. 550% of the face value of H 2/-
each as final dividend for the financial year ended March 31, 2026.
The payment of final dividend is subject to the approval of the
shareholders at the ensuing 31st Annual General Meeting ("AGM") of the Company.
The dividend on equity shares for the financial year 2025-26 would
aggregate to H 99.54/- 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://solargroup.s.gy/ddp.
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 8 (Eight) wholly owned subsidiaries, 28 (Twenty-Eight)
step-down subsidiaries and 3 (Three) Associate Companies as on March 31, 2026. There are
no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act").
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, 2026 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
Solar Defence and Aerospace Limited (formerly known as Economic
Explosives Limited) and Solar Overseas Mauritius Limited are the material subsidiaries of
the Company as per the thresholds laid down under the SEBI Listing Regulations. There has
been no material change in the nature of the business of the subsidiaries. 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://solargroup.s.gy/ms
10. Capital and Finance
Equity Shares
The Issued, Subscribed and Paid-up Equity Share Capital as on March 31,
2026 was H 18.10 Crore. There was no change in the Share Capital during the year under
review.
Sweat Equity Shares
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.
Differential Voting Rights
In terms of Rule 4(4) of Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued shares with Differential Voting Rights.
Employee Stock Options
In terms of Rule 12(9) of Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued any Employee Stock Options.
Non-Convertible Debentures
1. During the Financial year 2025-26 under review, the Company had
fully redeemed 150 (One _Hundred and fifty) unsecured, rated, listed, senior, redeemable,
non-convertible debentures (NCDs) having face value of H 10,00,000/- (Ten lakh)
each amounting to H 15.00 Crore (Fifteen Crore) and made an Interest Payment amounting to
H 0.63 Crore.
2. During the Financial year 2025-26 under review, the Company had
partially redeemed 1,168 (One thousand One Hundred and Sixty Eight) unsecured, rated,
listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H
1,00,000/- (One lakh) each amounting to H 11.68 Crore (Eleven crore and Sixty Eight lakh)
and made an Interest Payment amounting to H 1.53 Crore.
Commercial Papers
During the Financial year 2025-26, the Company has redeemed the
Commercial Paper on :-
1. February 9, 2026 amounting to H 50 crores which was issued on
November 11, 2025 ,
2. March 23, 2026 amounting to H 100 crores which was issued on
December 23, 2025
Borrowings
The Company has not defaulted in payment of any dues to the financial
lenders.
11. Corporate Governance
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.
12. Risk Management
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 in the
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. 31 of this report. The details of
Risk Management Committee and its frequency of meetings are included in the Corporate
Governance Report
13. Investor Education and Protection Fund ("IEPF")
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 dividends have 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 82,758/- (Rupees Eighty Two Thousand Seven Hundred and
Fifty Eight) relating to financial year 2017-2018 (Final Dividend). The details of
unpaid/unclaimed dividend transferred to IEPF Authority are available on the
Company's website www.solargroup.com.
Further 297 (Two Hundred and Ninety-Seven) 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.
14. Declaration from Independent Directors
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 Directors
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.
15. Board Meetings
During the year under review Four Board Meetings were convened and held
on May 20, 2025, August 7, 2025, November 10, 2025 and February 3, 2026.
16. Board Committees & Number of Meetings of Board Committees
The Board has Constituted the following Committees: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility and Sustainability Committee
(formerly known as 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.
17. Internal Financial Control and its Adequacy
The Company has adequate Internal Financial Control 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.
18. Board Diversity
The Board comprises of an 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 the 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, color, religion, gender or
nationality.
19. Reporting of Frauds
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.
20. Secretarial Standards
The Company has complied with all the applicable provisions of
Secretarial Standard on Meetings of Board of Directors (SS-1), 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.
21. Significant and Material Orders passed by the Regulators or Courts
or Tribunals
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.
22. Vigil Mechanism
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.
The 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://solargroup.s.gy/wbp
23. Prevention of Sexual Harassment of Employees at Workplace
In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules
framed thereunder, the Company has adopted a comprehensive policy that enforces a
zero-tolerance approach towards any form of sexual harassment in the workplace.
The Policy is broadly premised on the following and encompasses, inter
alia:
Definition of Sexual Harassment,
Guidelines for reporting incidents at the workplace,
The procedures for the resolution and redressal of complaints
pertaining thereto.
This policy applies to all employees, including permanent, contractual,
temporary staff, and trainees. During the financial year under review, the Company did not
receive any complaints relating to sexual harassment at the workplace.
The Company has duly constituted an Internal Complaints Committee in
accordance with the provisions of the POSH Act & Rules, ensuring an effective
mechanism for the redressal of grievances.
Further, the Company conducts regular training and awareness programs
throughout the year to promote a respectful and inclusive work environment and to
sensitize employees on issues related to workplace conduct.
24. Directors and Key Managerial Personnel
a. Retirement by Rotation and subsequent Re-appointment
Shri Milind Deshmukh 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 reappointment.
The Boards of Directors recommends his re-appointment at Item No. 3 of
the Notice Calling 31st Annual General Meeting for consideration of the Shareholders.
The brief resume and other details relating to Shri Milind
Deshmukh 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 31st Annual 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.
b. Appointment
Pursuant to the recommendation of Nomination and Remuneration Committee
("NRC") the Board has considered and approved the following:
i) Appointment of Smt. Girija Balakrishnan (DIN: 06841071) as an
Additional Director (Non-Executive Independent Director) of the Company, not liable
to retire by rotation for a period of Five (05) consecutive years commencing from
September 18, 2025, through Circular Resolution dated September 16, 2025, 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 10, 2025, for seeking the approval of Members of
the Company by way of Special Resolution for appointment of Smt. Girija
Balakrishnan (DIN: 06841071) as Non-Executive Independent Directors of the Company.
The Special Resolution as contained in the Notice of Postal Ballot
dated November 10, 2025, 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. Girija Balakrishnan (DIN:
06841071) is deemed to be appointed as Independent Director of the Company under
Regulation 25(2A) of SEBI Listing Regulations.
ii) Appointment of Shri Viswanathan Lakshmanan (DIN: 00193056) as an
Additional Director (Non-Executive Independent Director) of the Company, not liable
to retire by rotation for a period of Five (05) consecutive years commencing from October
18, 2025 through Circular Resolution dated September 16, 2025, 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 10, 2025 for seeking the approval of Members of the
Company by way of Special Resolution for appointment Shri Viswanathan Lakshmanan (DIN:
00193056) as Non-Executive Independent Directors of the Company.
The Special Resolution as contained in the Notice of Postal Ballot
dated November 10, 2025, 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, Shri Viswanathan Lakshmanan (DIN:
00193056) is deemed to be appointed as Independent Director of the Company under
Regulation 25(2A) of SEBI Listing Regulations.
iii) Appointment of Shri Ramesh Bhujang (DIN: 00194189) as an
Additional Director (Non-Executive Independent Director) of the Company, not liable
to retire by rotation for a period of Two (02) consecutive years commencing from December
03, 2025, through Circular Resolution dated December 03, 2025, 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 January 14, 2026 for seeking the approval of Members of the
Company by way of Special Resolution for appointment Shri Ramesh Bhujang (DIN: 00194189)
as Non-Executive Independent Directors of the Company.
The Special Resolution as contained in the Notice of Postal Ballot
dated January 14, 2026, 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, Shri Ramesh Bhujang (DIN: 00194189) is
deemed to be appointed as Independent Director of the Company under Regulation 25(2A) of
SEBI Listing Regulations.
iv) Appointment of Shri Kirit Kamdar (DIN: 06513347) as an Additional
Director (Non-Executive Independent Director) of the Company, not liable to retire by
rotation for a period of Five (05) consecutive years commencing from April 01, 2026,
through Circular Resolution dated March 31, 2026, subject to approval of members of the
Company through Special Resolution on or before June 30, 2026.
v) Appointment of Smt. Reena Jha Tripathi (DIN: 11022528) as an
Additional Director (Non-Executive Independent Director) of the Company, not liable
to retire by rotation for a period of Five (05) consecutive years commencing from May 15,
2026, subject to the approval of shareholders of the Company to be taken on or before
August 14, 2026.
A resolution seeking member's approval for her appointment as a
Non-Executive Independent Director forms a part of the Notice convening the 31st Annual
General Meeting of the Company and the same is recommended for the approval of Members.
The independent directors so appointed by the Board are of integrity
and possess the requisite expertise and experience (including proficiency).
c. Vacation
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.
The Civil Appeal was listed before the Hon'ble Supreme Court on
August 26, 2025. After considering the submissions of the parties, the Hon'ble
Supreme Court noted that the term of the directorship of Shri Kailash Chandra Nuwal, the
Company's erstwhile director, from April 1, 2016 to March 31, 2021, had expired. In
view of the same, the Hon'ble Supreme Court disposed of the Civil Appeal. Hence the
name of Shri Kailashchandra Nuwal is not mentioned as a Director.
d. Cessation
During the year under review, following Independent Directors ceased to
hold their offices respectively upon completion their tenure.
i. Smt. Rashmi Prasad (DIN: 10329445), Non-Executive Independent
Director of the Company has completed her First term on September 20, 2025.
ii. Shri Natrajan Ramkrishna (DIN: 06597041), Non-Executive
Independent Director of the Company has completed his First term on October 18, 2025.
iii. Shri Jagdish Belwal (DIN: 08644877), Non-Executive Independent
Director of the Company has completed his First term on December 05, 2025.
vi. Shri Dinesh Kumar Batra (DIN: 08773363), Non-Executive
Independent Director of the Company has completed his First term on March 31, 2026.
e. Resignation
After the end of financial year under review, Shri Kirit Ramesh
Kamdar (DIN: 06513347) Additional, Non-Executive Independent Director of the
Company has resigned from the office w.e.f. May 06, 2026, due to some unavoidable
professional commitments.
f. Key Managerial Personnel
The Key Managerial Personnel of the Company as on March 31, 2026 are:
Sr. No. Name of Key Managerial
Personnel |
Designation |
| 1. Shri Manish Nuwal |
Managing Director and Chief Executive
Officer |
| 2. Shri Suresh Menon |
Whole Time Director |
| 3. Shri Milind Deshmukh |
Whole Time Director |
| 4. Shri Moneesh Agrawal |
Joint Chief Financial Officer |
| 5. Smt. Shalinee Mandhana |
Joint Chief Financial Officer |
| 6. Smt. Khushboo Pasari |
Company Secretary & Compliance Officer |
25. Board Evaluation
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 evaluation process was facilitated through a structured and
systematic evaluation mechanism supported by an appropriate software tool, which enabled
uniformity, objectivity and ease of consolidation of feedback.
The detailed 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 05, 2017.
26. Nomination & Remuneration Policy
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 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://solargroup.s.gy/rp.
27. Remuneration of Directors, Key Managerial Personnel and Senior
Management
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
28. Annual Return
The Annual Return of the Company as on March 31, 2026 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
29. Statement of Disclosure of Remuneration
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:
a. The Ratio of the remuneration of each Executive Director to the
median remuneration of the Employees of the Company for the financial year 2025-26, the
percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer
and other Executive Director(s) and Company Secretary during the financial year 2025-26 is
as follows:
Name |
Designation |
Ratio to median remuneration |
% increase in remuneration in the
financial year 2025-26 |
| Shri Manish Nuwal |
Managing Director & CEO |
780 |
60% |
| Shri Suresh Menon |
Executive Director |
35 |
17% |
| Shri Milind Deshmukh |
Executive Director |
26 |
17% |
| Shri Moneesh Agrawal |
Joint Chief Financial Officer |
13 |
8% |
| Smt. Shalinee Mandhana |
Joint Chief Financial Officer |
12 |
15% |
| Smt. Khushboo Pasari |
Company Secretary & Compliance Officer |
7 |
13% |
Note:
1. The Non-Executive Independent Directors of the Company were only
paid sitting fees for attending Board and Committee meetings.
2. There was 54% increase in remuneration of director and KMP in the
financial year 2025-26.
b. The percentage increase in the median remuneration of
employees in the financial year: 11.80 %
c. The number of permanent employees on the rolls of Company:
2351
d. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average annual increase in salaries of employees other than Key
Managerial Personnel was 9.26%. The average annual increase in the remuneration of Key
Managerial Personnel was 22%. The increase in remuneration of employees other than the Key
Managerial Personnel is considerably in line with the increase in remuneration of Key
Managerial Personnel
e. Affirmation that the remuneration is as per the Remuneration Policy
of the Company.
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 and Compliance Officer of the company.
30. Related Party Transactions
All transactions with related parties during the financial year 2025-26
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 may
have potential conflict with the 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 Notes 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
31. Human Resources and Industrial Relations
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 is all areas of the
business. We are implementing several robust Human Resources 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. The 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 relations and statutory compliance at all plants and offices.
32. Auditors and Auditors Report
Statutory Auditors
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 27th Annual General Meeting till the
conclusion of the 32nd 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).
Auditors' Report
The Auditor's Report for the year ended March 31, 2026 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 2025-26 does not
contain any qualification, reservation or adverse remark.
Cost Auditor and Cost Records
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 Deepak Khanuja & Associates, Nagpur has carried out the
cost audit for applicable products during the financial year 2025-26. 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 2026-27. 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 31st Annual General Meeting of
the Company and the same is recommended for approval of Members.
The Cost Audit Report for the financial year 2025-26 does not contain
any qualification, reservation, or adverse remark.
Internal Auditor
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 qualifications 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 2026-27.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made there under, M/s Vinod Kothari & Company, Practicing Company
Secretaries, (Unique Code: P1996WB042300 and Peer Review no. 4123/2023) was
appointed as the Secretarial Auditor of the Company at the 30th Annual General Meeting,
for a term of five consecutive years from financial year 2025-26 to financial year
2029-30.
The Secretarial Audit Report for the financial year ended March
31, 2026 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 2025-26,
does not contain any qualification, reservation, or adverse remark.
33. Corporate Social Responsibility
The Company continues its endeavour to prove the lives of people and
provide opportunities for their holistic development through its different initiatives by
way of Promoting Education, Promoting Healthcare, Empowerment of Women and Children,
Protection of National Heritage, Environment and Sustainability, Art & Culture,
promotion of literacy and sports.
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.
The CSR policy is available on https://solargroup.s.gy/csr
34. 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 Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith
as "Annexure D".
35. Management Discussion and Analysis Report
A detailed review of operations, performance and outlook of your
Company and its businesses is given in the Management Discussion and Analysis, forms part
of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
36. Statement of Management Responsibility for Consolidated Financial
Statements
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.
37. Cyber Security
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 cyber attack 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.
38. Business Responsibility and Sustainability Report
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.
In compliance with Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report ("BRSR") on the environmental,
social and governance disclosures as stipulated under the Listing Regulations is presented
in a separate section forming part of this Integrated Annual Report.
39. Director's Responsibility Statement
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, 2026, 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,
2026, 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 the act for safeguarding
the assets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2026 have been
prepared on a going concern basis.
v. Proper Internal financial controls are in place 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.
40. Other Disclosures
i. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime 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. The Company complies with the provisions of the Maternity Benefit
Act, 1961, and provides maternity benefits to eligible women employees.
41. CEO/CFO Certification
As required under Regulation 17(8) of the Listing Regulations, the
CEO/CFO certificate for the financial year 2025-26 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 15, 2026, and it also forms a part of this Annual Report.
42. Appreciation & Acknowledgement
The Board of Directors places on record its deep sense of appreciation
for the committed services by all the employees of the Company. The Board would also like
to express their sincere appreciation for the assistance and co-operation received from
the financial institutions, banks, government and regulatory authorities, stock exchanges,
customers, vendors, members, debenture holders and debenture trustee during the year under
review.
|
For and on behalf of the Board |
|
|
Sd/- |
Sd/- |
Place : Nagpur |
Manish Nuwal |
Milind Deshmukh |
Date : May 15, 2026 |
Managing Director & CEO |
Executive Director |
|