The directors have pleasure in presenting the 11^th Annual Report of your Company together with the Audited Financial
Statements for the year ended 31^st March, 2025.

The Director's Report is prepared based on the Standalone & Consolidated Financial Statements of the Company and the
Report on the performance and financial position of the Company.

The Company's financial performance for the year ended on 31^st March, 2025 is summarized below:

1. FINANCIAL HIGHLIGHTS (Amount H in Lakhs)

A. Previous period/ year figures have been re-grouped/ re-classified wherever required.

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

2. PERFORMANCE HIGHLIGHTS:
Consolidated:

Total revenue of the Company for the financial year
2024-25 stood at H66582.03 lakhs as against 36801.53
lakhs for the financial year 2023-24, showing an
increase of 80.92%.

EBITDA for the financial year 2024-25 stood at H7671.36
lakhs as against H3050.77 Lakhs for the financial year

2023- 24, showing an increase of 151.46%.

Profit after tax for the financial year 2024-25 stood at
H4279.39 lakhs as against 873.48 lakhs for the financial
year 2023-24 showing an increase of 389.92%.

Standalone:

Total revenue of the Company for the financial year

2024- 25 stood at H66364.43 lakhs as against 36801.53
lakhs for the financial year 2023-24, showing an
increase of 80.34%.

EBITDA for the financial year 2024-25 stood at H7244.39
lakhs as against H3050.77 Lakhs for the financial year
2023-24, showing an increase of 137.46%.

Profit after tax for the financial year 2024-25 stood at
H3960.17 lakhs as against 873.48 lakhs for the financial
year 2023-24 showing an increase of 353.38%.

3. TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3)(J) OF THE COMPANIES
ACT, 2013

During the year, the Company has not apportioned
any amount to other reserve. The profit earned during
the year has been carried to the reserve and surplus
of the Company.

4. MATERIAL CHANGES AND
COMMITMENTS,IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF
THE REPORT

There has been no material change and commitment
affecting the financial position of the Company which

have occurred between the end of the financial year
of the Company to which the financial statements
relate and the date of the report.

Increase in Authorized Share Capital:

The Authorized Share Capital of the Company was
increased from H8,00,00,000 (Rupees Eight Crore)
to H9,00,00,000 (Rupees Nine Crore) pursuant to an
Ordinary Resolution passed at the Extra-Ordinary
General Meeting held on June 12, 2024.

Subsequently, the Authorized Share Capital was
further increased from H9,00,00,000 (Rupees Nine
Crore) to H11,00,00,000 (Rupees Eleven Crore) by
way of an Ordinary Resolution passed through Postal
Ballot on September 12, 2024.

Preferential Allotment of Equity Shares:

Pursuant to shareholders' approval obtained through
a Special Resolution passed at the Extra Ordinary
General Meeting held on June 12, 2024, the Company
allotted 6,42,000 (Six Lakh Forty-Two Thousand) Equity
Shares on a preferential basis at an issue price of
H1,136/- per share (including a premium of H1,126/-),
in accordance with the provisions of Chapter V of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations.

Issue of Bonus Shares:

The Company allotted 21,60,489 (Twenty-One Lakh
Sixty Thousand Four Hundred Eighty-Nine) fully paid-
up Bonus Equity Shares of H10/- each, in the ratio of
1:4, i.e., one bonus share for every four equity shares
held, to the eligible shareholders.

5. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION

The current policy is to have an appropriate mix of
executive, non-executive and independent directors to
maintain the independence of the Board, and separate
its functions of governance and management. As
of March 31, 2025, the Board had twelve members,
a Managing Director, two whole time Directors,
one executive woman director, two non-executive
directors and six independent directors.

The policy of the Company on directors' appointment
and remuneration, including the criteria for
determining qualifications, positive attributes,
independence of a director and other matters, as
required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website, at
https://solex.in/investor/.

We affirm that the remuneration paid to the directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

6. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES

During the financial year 2024-25 the Company had
incorporated a Subsidiary company "Solex Green
Energy Private Limited". Apart for the information
disclosed herein, there were no Subsidiary, Joint
Venture, or Associate Companies, nor did any
company cease to be a Subsidiary, Joint Venture, or
Associate Company.

The performance, financial position and the details
required under Section 129 of the Companies Act,
2013, for each of the subsidiaries for the financial year
ended March 31, 2025 in the prescribed format AOC-
1, is attached as "Annexure-A", which forms part of
this report.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of
the company.

8. BOARD AND GENERAL MEETINGS

During the financial year 2024-25, the Company
convened 11 (Eleven) meetings of the Board of
Directors, 1 (One) Meeting of the Independent
Directors, 1 (One) Extra-Ordinary General Meeting,
and conducted 2 (Two) Postal Ballots.

a) Board Meetings

The details of the Board Meetings held during the
year are as follows:

c) Extra-Ordinary General Meeting (EGM)

An Extra-Ordinary General Meeting of the
Company was held on June 12, 2024, to transact
special business as per the notice circulated to
the shareholders.

d) Postal Ballots

During the year under review, the Company
conducted the following postal ballots in
accordance with the applicable provisions of
the Companies Act, 2013 and rules framed
thereunder:

1. Postal Ballot Notice dated August 8, 2024,
for which the results were declared on
September 14, 2024. The resolutions were
deemed to have been passed on September
12, 2024.

2. Postal Ballot Notice dated March 6, 2025, for
which the results were declared on April 9,
2025. The resolutions were deemed to have
been passed on April 7, 2025.

9. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015
("LODR Regulations"), the Compliance with the
Corporate Governance provisions shall not apply in
respect of the following class of the Companies:

a) Listed entity having paid up equity share capital
not exceeding H10 Crore and Net Worth not
exceeding H25 Crore, as on the last day of the
previous financial year;

b) Listed entity which has listed its specified
securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid
exemption of clause (b); hence compliance with the
provision of Corporate Governance as specified in
Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25,
26, 27 and clauses (b) to (i) of sub regulation (2) of
regulation 46 & Para C, D & E of Schedule V shall not
apply to the Company and it does not form the part
of the Annual Report for the financial year 2024-2025.

10. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A report on Management Discussion and Analysis,
as required in terms of Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this report and it
deals with the Business Operations and Financial
Performance, Research & Development Expansion
& Diversification, Risk Management, Marketing
Strategy, Safety & Environment, Human Resource
Development, significant changes in key financial
ratios etc. in "ANNEXURE-B"

11. DIVIDEND

The Board of Directors at its meeting held on 12^th
May, 2025 have recommended a payment of final
dividend of H0.55 per equity share of the face value
of H10/- each for the financial year ended 31^st March,
2025, subject to approval of the shareholders of the
Company at the ensuing Annual General Meeting.
Also, there is no obligation of company to transfer the
unpaid/unclaimed dividend in IEPF account during
the year.

12. SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital
of the Company is H11,00,00,000/- (Eleven Crore
Only) consisting 1,10,00,000 (One Crore Ten Lakh
Only) Equity shares of Rs.10/- Each.

PAID UP SHARE CAPITAL

As on 31^st March, 2025, the Paid-up share capital of
the Company is H10,80,24,890/- (Ten Crore Eighty
Lakh Twenty Four Thousand Eight Hundred Ninety
Only) consisting 1,08,02,489 (One Crore Eight Lakh
Two Thousand Four Hundred Eighty Nine Only) Equity
shares of H10/- each.

13. DEPOSITS

Our Company has not accepted any deposits from
the public within the meaning of Section 73 and
74 of the Companies Act, 2013 and read with the
Companies (Acceptance of Deposits) Rules, 2014 for
the year ended 31^st March, 2025.

14. A STATEMENT INDICATING
DEVELOPMENT AND IMPLEMENTATION
OF A RISK MANAGEMENT POLICY

FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS
OF RISK, IF ANY, WHICH IN THE OPINION
OF THE BOARD MAY THREATEN THE
EXISTENCE OF THE COMPANY

The Company has formalized Risk Management
system by formulating and adopting Risk Management
Policy to identify, evaluate, monitor and minimize the
identifiable business risk in the Company. This is an
ongoing process and the Audit Committee periodically
reviews all the risk and suggests the necessary steps
to mitigate the risk if any such as strategic, financial,
credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks those have
been identified and assessed, which may threaten the
existence of the Company.

There is no such risk which in the opinion of the Board
may threaten the existence of the Company.

15. THE DETAILS ABOUT THE POLICY

DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES TAKEN

DURING THE YEAR

During the financial year under review, the Company
has duly spent 2% of the average net profits of the
three immediately preceding financial years in
compliance with the provisions of Section 135 of the
Companies Act, 2013. The Chief Financial Officer of
the Company has certified that the CSR expenditure
for the Financial Year 2023-24 has been utilized for the
purposes and in the manner approved by the Board
of Directors.

As part of its strong commitment to social responsibility
and community well-being, the Company extended
its support to the Traffic Education Trust under its
Corporate Social Responsibility (CSR) initiatives.
Recognizing the growing need for enhanced road
safety awareness, the Company contributed to a
series of impactful programs aimed at educating
citizens on traffic rules, responsible driving behavior,
and accident prevention measures. These programs
include road safety camps, and awareness drives
conducted in collaboration with local traffic authorities
and educational institutions.

By empowering individuals with critical knowledge
and promoting a culture of alertness and discipline on
the roads, the Company has contributed to fostering
a safer, more responsible community. The initiative
has not only increased awareness among young and
first-time drivers but also created ripple effects within
families and neighborhoods.

The Company contributed an amount of H0.11 crore
towards these initiatives during the financial year,
underscoring its deep commitment to driving positive
change beyond business and making a tangible
difference in public safety. Through its continued
support to such meaningful causes, the Company
remains dedicated to building a better and more
conscientious society.

The Annual Report on CSR activities is annexed and
forms part of this report.

16. DIRECTORS & KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company,
Mr. Anil Rathi (DIN: 01405654) and Mrs. Kiran Shah
(DIN: 09046468) will retire by rotation at the ensuing
Annual General Meeting and are being eligible for
re-appointment.

During the period under review, the Company
had appointed Mr. Sanjay Bhagvandas Punjabi

(DIN: 03125759), Mr. Jayesh Jayantilal Gajjar
(DIN: 10883778) and Mr. Sanjay Srivastava (DIN:
10901774) as an Additional Independent Director
of the Company w.e.f. January 11, 2025. The Office
of Mr. Sanjay Bhagvandas Punjabi (DIN: 03125759),
Mr. Jayesh Jayantilal Gajjar (DIN: 10883778)
and Mr. Sanjay Srivastava (DIN: 10901774) was
subsequently regularized as an Independent Director
through Postal Ballot Resolution passed on April 7,
2025.

Key Managerial Personnel:

The following are the Key Managerial Personnel of the
Company pursuant to Section 2(51) and 203 of the
Companies Act, 2013 as on March 31, 2025:

1. Dr. Chetan Shah

Chairman & Managing Director

2. Mr. Kalpeshkumar Patel
Whole-Time Director

3. Mr. Piyush Chandak
Whole Time Director

4. Mrs. Kiran Shah
Chief Financial Officer

5. Ms. Azmin Chiniwala

Company Secretary & Compliance Officer

17. NOMINATION AND REMUNERATION
POLICY

The Board has, on recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
senior Management and their Remuneration including
criteria for determining qualifications, positive
attributes, Independence of a director. The said policy
has also been uploaded on the Company's website at
https://solex.in/investor/

18. ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL
DIRECTORS

The Board of Directors has carried out an annual
evaluation of its own performance, its Committees
and Individual Directors pursuant to the requirements
of the Companies Act, 2013 and rules made
thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
schedule prescribed thereunder.

In a separate meeting of independent directors held
on Monday, February, 17, 2025, the performance of
non- independent directors, the Board as a whole,
and the chairman of the company were evaluated,
taking into account the views of executive directors
and non-executive directors.

19. AUDITORS
Statutory Auditors

The Board of Directors at its meeting held on 30^th
August, 2022, as per the recommendation of the Audit
Committee, and pursuant to the provisions of Section
139 of the Companies Act, 2013, have appointed M/s.
HRK & Co., Chartered Accountants, (Firm Registration
No: 146985W), Vapi to hold the office from the
conclusion of the 8^th Annual General Meeting till the
conclusion of 13^th Annual General Meeting of the
Company.

The Board of Directors at its Meeting held on August
26, 2025 recommended the appointment of M/s.
Maheshwari & Co., Chartered Accountants (Firm
Registration No. 105834W), as the Statutory Auditors
of the Company to fill the casual vacancy caused
by the resignation of M/s. HRK & Co., Chartered
Accountants.

The Auditors' Report annexed to the financial
statements for the year under review does not contain
any qualifications.

Based on the recommendation of the Audit
Committee, the Board of Directors of the Company
recommended the appointment of M/s. Maheshwari
& Co., Chartered Accountants (Firm Registration No.
105834W), as the Statutory Auditors of the Company
to fill the casual vacancy caused by the resignation of
M/s. HRK & Co., Chartered Accountants.

Internal Auditors

The Board of Directors in their meeting held on
12^th, May, 2025, appointed M/s Savjani & Associates,
Chartered Accountants, as Internal Auditor of the
Company in terms of Section 138 of the Companies
Act, 2013 and rules made thereunder, for Financial
Year 1^st April, 2025 to 31^st March, 2026, upon
recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. RPSS & Co., Practicing Company Secretaries,
Ahmedabad (Peer Review No.: 3804/2023) to
undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit is annexed herewith
marked as "ANNEXURE -C" to this Report.

20. DISCLOSURE REGARDING MAINTENANCE
OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records

maintained by the Company in respect of its activity
are required to be audited.

The directors had, on recommendation of the
Audit Committee, appointed M/s PK. Chatterjee &
Associates, to audit the cost accounts of the Company
for the financial year ending 31^st March, 2025 on a
remuneration of H1,00,000/- plus applicable taxes and
out of pocket expenses, if any incurred during the
course of audit. As required under the Companies
Act, 2013, the remuneration payable to the Cost
Auditors is required to be placed before the Members
in a general meeting for their ratification. Accordingly,
a Resolution seeking Members' ratification for the
remuneration payable to M/s P.K. Chatterjee &
Associates, the Cost Auditors is included in the Notice
convening the 11^th Annual General Meeting.

21. EXPLANATION OR COMMENTS ON
DISQUALIFICATIONS, RESERVATIONS,
ADVERSE REMARKS OR DISCLAIMERS IN
THE AUDITOR'S REPORTS

There have been no disqualifications, reservations,
adverse remarks or disclaimers in the Statutory
auditor's reports, Secretarial Auditors Report and Cost
Auditors Report, requiring explanation or comments
by the Board.

22. COMMITTEES OF THE BOARD

During the year under review, there were no
modifications in the composition of Audit Committee
and Nomination and Remuneration Committee.

In compliance with the requirement of applicable
laws and as part of best governance practices, the
Company has following Committees of the Board as
on 31^st March, 2025.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

i Audit Committee

During the financial year ended on 31^st March
2025, 6 (Six) meetings of the Audit Committee
were held on 24.04.2024, 28.05.2024, 20.07.2024,
08.08.2024, 28.08.2024 & 11.11.2024.

ii. NOMINATION AND REMUNERATION
COMMITTEE

During the financial year ended on 31^st March
2025, 3 (Three) meetings of the Nomination
and Remuneration Committee were held on
28.05.2024, 28.08.2024 & 11.01.2025.

iii. STAKEHOLDERS RELATIONSHIP

COMMITTEE

Provided also that in case any transaction involving any
amount not exceeding one crore rupees is entered
into by a director or officer of the company without
obtaining the approval of the Audit Committee
and it is not ratified by the Audit Committee within
three months from the date of the transaction, such
transaction shall be voidable at the option of the Audit
Committee and if the transaction is with the related
party to any director or is authorized by any other
director, the director concerned shall indemnify the
company against any loss incurred by it:

Provided also that the provisions of this clause shall
not apply to a transaction, other than a transaction
referred to in section 188, between a holding
company and its wholly owned subsidiary company.

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the
company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk
management systems;

(viii) monitoring the end use of funds raised through
public offers and related matters.

Nomination and Remuneration Committee:

Every Nomination and Remuneration Committee
shall act in accordance with the terms of reference
specified in writing by the Board which shall, inter alia,
include;

(i) The Nomination and Remuneration Committee
shall identify persons who are qualified to
become directors and who may be appointed
in senior management in accordance with the
criteria laid down, recommend to the Board their
appointment and removal and shall specify the
manner for effective evaluation of performance
of Board, its committees and individual directors
to be carried out either by the Board, by the
Nomination and Remuneration Committee or by
an independent external agency and review its
implementation and compliance.

(ii) The Nomination and Remuneration Committee
shall 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.

(iii) The Nomination and Remuneration Committee
shall, while formulating the policy under sub¬
section ensure that;

a) The level and composition of remuneration
is reasonable and sufficient to attract, retain

and motivate directors of the quality required
to run the company successfully;

b) Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

c) Remuneration to directors, key managerial
personnel and senior management involves
a balance between fixed and incentive pay
reflecting short and long-term performance
objectives appropriate to the working of the
company and its goals.

Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the
following:

(i) . Resolving the grievances of the security holders

of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general
meetings etc.

(ii) . Review of measures taken for effective exercise

of voting rights by shareholders.

(iii) . Review of adherence to the service standards

adopted by the listed entity in respect of various
services being rendered by the Registrar & Share
Transfer Agent.

(iv) Review of the various measures and initiatives
taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of
the company.

(v) Oversee the statutory compliance relating to
all securities including dividend payments and
transfer of unclaimed amounts to the Investor
Education and Protection Fund.

(vi) Review of movements in shareholding and
ownership structures of the Company.

(vii) . Conduct a shareholder satisfaction survey to judge

the level of satisfaction amongst shareholders.

(viii) Suggest and drive implementation of various
investor-friendly initiatives.

(ix) Carry out any other function as is referred by
the Board from time to time or enforced by
any statutory notification / amendment or
modification as may be applicable.

23. COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178

The Company has constituted a Nomination and
Remuneration Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The
Board has, framed a Nomination & Remuneration
policy for selection and appointment of Directors,
Senior Management and their remuneration including
criteria for determining qualifications, positive
attributes, independence of a Director, etc. and the
same is also available on the website of the Company
at the link https://solex.in/investors/.

24. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED

Details of investments, loans and guarantee under the
provisions of Section 186 of the Companies Act, 2013
read with the Companies (Meeting of Board and its
Powers) Rules, 2014, as on 31^st March, 2025, are set
out in Notes to Financial Statements forming part of
this report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures.

ii. They have in the selection of the accounting
policies, consulted the Statutory Auditors and has
applied them consistently and made judgments
and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs
of the company as at 31^st March, 2025 and of the
profit or loss of the company for that period.

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities, to the best of its knowledge and
ability.

iv. They have prepared the annual accounts on a
going concern basis.

v. The Directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating efficiently.

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

26. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Company has been exempted from reporting on
Business Responsibility and Sustainability Report as
per Regulation 34(2)(f) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

27. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER
THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under
review, which required the statutory auditors to report
to the audit committee and /or Board under section
143(12) of Act and rules framed thereunder.

28. A STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

All Independent Directors (IDs) have given declaration
that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act,
2013. In the opinion of the Board, they fulfil the
conditions of independence, integrity, expertise and
experience (including the proficiency) as specified
in the act and the rules made thereunder and are
independent of the management. The details terms of
appointment of IDs are disclosed on the company's
website with following link https://solex.in/investors/

29. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act,

2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
is available on the website of the Company a t URL
https://solex.in/investors/

30. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) & 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 is annexed herewith as "ANNEXURE -D" to this
report.

31. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF
SECTION 188

All related party transactions that were entered during
the financial year were in the ordinary course of the
business of the Company and were on arm's length
basis. There were no materially significant related
party transactions entered with Promoters, Directors,
Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the
Company. 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
and the Board of Directors for their approval. The
policy on materiality of Related Party Transactions as
approved by the Board of Directors is uploaded on the
website of the Company https://solex.in/investors/.
Details of related party transactions in the ordinary
course of business and on an arm's length basis, are
furnished in form AOC-2, which is annexed herewith
as "ANNEXURE -E" to this report.

32. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Pursuant to the provisions of section 177(9) & (10)
of the Companies Act, 2013, a Vigil Mechanism or
'Whistle Blower Policy' for directors, employees and
other stakeholders to report genuine concerns has
been established. The Company has built a reputation
for doing business with honesty and integrity over the
years, and has shown zero tolerance for any sort of
unethical behavior or wrong doing or suspected fraud
or violation of the Company's Code of Conduct or
policy. Whistle-blower Policy and Code of Business
Conduct have been hosted on the website of the
Company https://solex.in/investors/.

33. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL
MEETINGS

The company is in compliance with the Secretarial
Standard on Meeting of the Board of Directors
(SS-1) and General Meeting (SS-2) issued by the
Institute of Company Secretaries of India and
approved by the Central Government.

34. NON-APPLICABILITY OF INDIAN
ACCOUNTING STANDARDS

As per Provision to sub rule (1) of Rule 4 of the
companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16^th
February, 2015, Companies whose shares are listed
on SME exchange as referred to in Chapter XB of
SEBI (Issue of Capital and Disclosure Requirements)
Regulations,2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. 1^st April,

2017. As your Company is also listed on SME Platform
of NSE Limited, is covered under the exempted
category and is not required to comply with IND-AS
for preparation of financial statements beginning with
period on or after 1^st April, 2017.

35. CONSERVATION OF ENERGY,
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 of
The Companies (Accounts) Rules, 2014, is annexed
herewith as "ANNEXURE- F".

36. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

As we review our financial practices, we recognize
that establishing a robust system of internal financial
controls is a crucial step towards enhancing the
accuracy of our financial reporting and safeguarding
our assets. Currently, our internal control framework
is in its initial stages, and we acknowledge the need
for comprehensive development in this area. Moving
forward, we are committed to implementing a
structured approach to internal financial controls,
including the development of policies and procedures
designed to address risk management, segregation
of duties, and authorization processes. Our goal is
to create a strong control environment that not only
supports reliable financial reporting but also promotes
operational efficiency and compliance with regulatory
requirements.

37. ANY SIGNIFICANT AND MATERIAL ORDER
PASSED BY REGULATORS OR COURTS
OR TRIBUNALS

No orders were passed by the regulators or courts
or tribunals impacting the going concern status and
company's operation in future during the year under
review.

38. SEBI COMPLAINTS REDRESS SYSTEM
(SCORES)

The investor complaints are processed in a centralized
web-based complaints redress system. The salient
features of this system are centralized database
of all complaints, online upload of Action Taken
Reports\(ATRs) by the concerned companies and
online viewing by investors of actions taken on the
complaint and its current status. The Company has
been registered on SCORES and makes every effort

to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit
from the receipt of the complaint. The Company has
not received any complaint on the SCORES during
financial year 2024-25.

39. DISCLOSURE AS REQUIRED UNDER
SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder. This policy is applicable to all
employees, workers, and trainees, whether working
at office premises, manufacturing units, or off-site
locations, including assignments with clearing and
forwarding agencies.

An Internal Complaints Committee (ICC) has been
duly constituted to address and redress complaints,
if any, pertaining to sexual harassment in a fair and
timely manner.

In accordance with the disclosure requirements
under the said Act, the details for the financial year
are as follows:

a. Number of complaints filed during the financial
year: Nil

b. Number of complaints disposed of during the
financial year: Nil

c. Number of complaints pending as at the end of
the financial year: Nil

This reflects the Company's strong commitment to
providing a safe and respectful work environment for
all its employees.

40. CONFIRMATION OF COMPLIANCE OF
MATERNITY BENEFITS ACT

The Company affirms that it has complied with all
applicable provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company
remains committed to supporting the health, well¬
being, and rights of its women employees and
ensures that all statutory benefits, including maternity
leave, nursing breaks, and other prescribed facilities,
are extended in accordance with the law.

The internal HR policies of the Company are aligned
with the provisions of the Act and are periodically
reviewed to ensure continued compliance and to
foster a supportive and inclusive work environment.

41. DISCLOSURE IN RESPECT OF EQUITY
SHARES TRANSFERRED IN THE 'SOLEX
ENERGY LIMITED- UNCLAIMED SUSPENSE
ACCOUNT':

During the year under review, there were no instances
that warranted the transfer of any equity shares to
the 'Solex Energy Limited - Unclaimed Suspense
Account'.

42. PROCEEDINGS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, no application has
been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).

43. VALUATION IN RESPECT OF ONE-TIME
SETTLEMENT AND LOANS FROM BANKS/
FINANCIAL INSTITUTIONS:

During the year under review, there has been no
instance of any one-time settlement with any Bank or
Financial Institution; accordingly, the requirement to
provide details of difference in valuation at the time of
such settlement and at the time of availing loan, along
with reasons thereof, does not arise.

44. CREDIT RATING

The Board is pleased to acknowledge the credit rating
assigned by Acuite Ratings & Research, which has
reaffirmed Solex Energy Limited's long-term rating
at 'ACUITE BBB-' and short-term rating at 'ACUITE
A3', with a 'Stable' outlook. This rating reflects
the Company's consistent performance, financial
prudence, and strong business fundamentals.

45. CERTIFICATION

Solex modules have undergone rigorous testing
and obtained various certifications, ensuring their
world-class quality and reliability. The manufacturing
facility's certifications are commitment to quality,
environmental sustainability, and safety in the
production process. Solex Modules have obtained
certification from the Bureau of Indian Standards
(BIS) and are listed in the Approved List of Models and
Manufacturers (ALMM).

IEC 61215-1 & 2: 2021 - Design & Type Approval

IEC 61730-1 & 2: 2023 - Safety Qualification

IEC 61701: 2020 - Salt Mist Corrosion

IEC 62804: 2015 - PID (Potential-Induced Degradation)

IEC 61853-1:2011 - PAN File & IAM Qualification
(Performance testing for photovoltaic devices)

IEC 61853-2:2016 - IAM Qualification (Performance
testing for photovoltaic devices)

IEC 60068-2-68: 1994 - Environmental Testing - Sand
& Dust

IEC 62716: 2013 - Ammonia Corrosion

IEC 60904-1 - Calibration Module (Modules)

IEC TS 63342: 2022 - LeTID (Light and elevated
temperature induced degradation)

IEC 61215-2 (MQT 08, 19.1) - LID (Light-Induced
Degradation)

CEC 300: 2018 California (Energy Commission's
photovoltaic module quality standard)

UL 61730-1 & 2 Safety Qualification

MCS Kitemark - KM 806415

CE MARK - European Conformity marking indicating
compliance with European Union directives.

Certifications for Solex's Manufacturing Facility:

ISO - 9001:2015 - Quality Management System

ISO - 14001:2015 - Environmental Management System

OHSAS - 45001:2018 - Occupational Health and
Safety Management System

46. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation and gratitude to the Company's bankers,
financial institutions, government bodies, regulatory
authorities, valued customers, suppliers, business
associates, and esteemed shareholders for their
continued trust, support, and cooperation during the
year.

The Board also conveys heartfelt thanks to every
member of the Solex team for their unwavering
commitment, diligence, and valuable contributions.
Their collective efforts have been pivotal in driving
the Company's progress, resilience, and sustained
growth.

By Order of the Board of Directors
For, Solex Energy Limited

Sd/-

Dr.Chetan Shah

Date: 26-08-2025 Chairman & Managing Director

Place: Surat DIN: 02253886