Your Board of Director's have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2023.

1. Financial Results

The Company's Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31,2023 is summarised below.

1. Results of Operations

In the financial year 2022-23, the Company has achieved impressive financial results with robust 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.

The Highlights of the Company's performance (Standalone) for the year ended March 31,2023 are as under:

During the year under review the Company achieved turnover of H 4162.25 Crore as against turnover of H 2528.34 Crore achieved during the previous year, which is a significant increase of 64.62%.

? The Profit before Depreciation & Tax (PBT) for the financial year 2022-23 is H 657.10 Crore against H 402.44 Crore in the year 2021-22.

? Earnings per Share as on March 31,2023 are H 49.22 vis a vis against H 28.90 as on March 31,2022.

? The net worth of the Company stands at H 1767.45 Crore at the end of financial year 2022-23 as compared to H 1365.59 Crore at the end of financial year 2021-22

The Highlights of the Company's performance (Consolidated) for the year ended March 31, 2023 are as under:

During the year under review the Company achieved turnover of H 6922.53 Crore as against turnover of H 3947.60 Crore achieved during the previous year, which is a significant increase of 75.36%.

? The Profit before Depreciation & Tax (PBT) for the financial year 2022-23 is H 1230.06 Crore against H 716.63 Crore in the year 2021-22.

Earnings Per Share as on March 31, 2023 is H83.68 vis a vis against H 48.77 as on March 31, 2022.

The net worth of the Company stands at H 2610.34 Crore at the end of financial year 2022-23 as compared to H 1914.26 Crore at the end of financial year 2021-22.

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 869.42 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, of Directors at their meeting held on May 03, 2023 has recommended payment of H 8/- per equity share i.e 400% of the face value of H 2 each as final dividend for the financial year ended March 31, 2023. 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 2022-23 would aggregate to H 72.39 Crore.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy.

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.lv/SolargroupDDPolicv. 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. Credit Ratings

Solar's financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies.

During the year under review the following Credit Ratings were obtained by the Company:-

7. Particulars of Loan, Guarantees or Investments with Related Parties

The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided 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.

8. Subsidiaries, Associates and Joint Venture

The Company has seven wholly owned subsidiaries, twenty step down subsidiaries and one Associate Company as on March 31, 2023. 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 a step-down subsidiary Company in Ivory Coast (through Solar Overseas Singapore Pte Ltd) named Solar Nitro SARL which was Incorporated on December 05, 2022.

9. Financial Performance of Company's Subsidaries

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, 2023 is in the prescribed Form AOC-1 forms a part of the Annual Report.

In accordance with Section 136 of the Act, 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.

10. Material Subsidiary

Economic Explosives Limited is a material subsidiary 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/ SolargroupDMSpolicy

11. Capital and Finance

Equity Shares

The paid-up Equity Share Capital as on March 31, 2023 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 Debenture Rules, 2014), the Company has not issued any shares having Differential Voting Rights.

Employee Stock Options

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

Non-Convertible Debentures

During the year under review, the Company has issued and allotted 600 (Six Hundred) unsecured, rated, listed, senior, redeemable, non-convertible debentures having face value of H 10,00,000/- (Rupees ten lakh only) each aggregating of H 60,00,00,000 (Indian Rupees Sixty Crore only) on December 23, 2022, by way of private placement basis.

The proceeds of the issue have been utilised for meeting the working capital requirements of the Company.

The Company has partially redeemed 50 (Fifty) unsecured, rated, listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H 10,00,000/- (Ten lakh) each amounting to H 5 crore (Five crore) and made an Interest Payment amounting to H 1,21,31,506.85 (One Crore twenty one lakh thirty one thousand five hundred and six and eighty five paise) at a coupon rate of 8.20% per annum on March 23, 2023.

Commercial Papers

The Company has issued Commercial Papers amounting to H150 Crore (One hundred fifty crore) during the financial year 2022-23. As on March 31, 2023, the outstanding amount of commercial paper as H 50 Crore (Fifty Crore).

Borrowings

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

12. 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.

13. Risk Management

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. A detailed note on the risks is included on page no. 24 of this report, the details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report.

14. 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 Rule'), 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 40,046 relating to financial year 2014-2015 (final) , H 22,572 relating to financial year 2015-2016 (1^st interim) and H 48,727 relating to financial

year 2015-2016 (2^nd interim). Further, 450 shares were transferred as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

15. 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. 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.

16. Board Meetings

During the year under review five Board Meetings were convened and held on May 3, 2022, June 6, 2022, July 25, 2022, November 4, 2022, and January 25, 2023.

17. Board Committees & Number of Meetings of Board Committees

The Board has 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

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.

18. Board Diversity

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

19. 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 Control 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.

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

20. 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.

21. Secretarial Standards

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.

22. Details of Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's Operations in future

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunal

impacting the going concern status and the Company's operation in future.

23. Vigil Mechanism

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.lv/SolargroupVM

24. Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women 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 of women 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 of Women at Workplace.

The Company has constituted Internal Committee(s) ("ICs") 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.

25. Directors and Key Managerial Personnel

a. Retirement by Rotation and subsequent Re-appointment

Shri Milind Deshmukh, Executive Director 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 28^th 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 28^th 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.

The Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

b. Appointment of Non-Executive Independent Director

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

a. Appointment of Shri Natrajan Ramkrishna (DIN: 06597041) as an Additional Director (NonExecutive Independent Director) of the Company, not liable to retire by rotation for a period of Three (3) consecutive years commencing from October 19, 2022 through Circular Resolution dated October 18, 2022, subject to approval of members of the Company through Special Resolution.

b. Appointment of Shri Jagdish Chandra Belwal (DIN: 08644877) as an Additional Director (NonExecutive Independent Director) of the Company, not liable to retire by rotation for a period of Three (3) consecutive years commencing from December 05, 2022, through Circular Resolution dated December 03, 2022 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 December 03, 2022, for seeking the approval of Members of the Company by way of Special Resolution for appointment of Shri Natrajan Ramkrishna

(DIN: 06597041) and Shri Jagdish Chandra Belwal (DIN: 08644877) as an Independent Directors of the Company.

The Special Resolutions as contained in the Notice of Postal Ballot dated December 03, 2022 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 Natrajan Ramkrishna (DIN: 06597041) Shri Jagdish Chandra Belwal (DIN: 08644877) are deemed to be appointed as Independent Directors of the Company under Regulation 25(2A) of SEBI Listing Regulations.

The Board opines that the independent directors so appointed are of integrity and possess the requisite expertise and experience (including proficiency).

c. Re-appointment

1. The Board recommends the re- appointment of Shri Suresh Menon (DIN: 07104090), as a Whole time Director designated as Executive Director of the Company for the term of 2 (Two) years for approval of the members at the ensuing Annual General Meeting.

2. The Board recommends the re- appointment of Smt. Sujitha Karnad (DIN: 07787485) as a NonExecutive Independent Director of the Company for the term of 3 (Three) years for approval of the members at the ensuing Annual General Meeting.

The brief resume and other details relating to Shri Suresh Menon and Smt Sujitha Karnad who are proposed to be reappointed, 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 28^th Annual General Meeting.

Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

d. Change in Designation

The Board at its meeting held on May 3, 2022 and pursuant to the recommendation of Nomination and Remuneration Committee has accepted the request of Shri Satyanarayan Nuwal to act as a Chairman and Non-executive Director not liable to retire by rotation w.e.f May 3, 2022 instead of Whole-time Director of the Company.

e. Cessation of Directors

1. Shri Dilip Patel ceased to be Non-Executive Independent Director of the Company with effect from October 19, 2022, on attaining the age of Seventy-Five years. The Board places on record its appreciation towards valuable contribution made by him during his tenure as an Independent Director of the Company.

2. Shri Ajai Nigam Non-Executive Independent Director of the Company has stepped down from the Board of the Company with effect from March 3, 2023, on account of his advancing age and increasing

personal commitments. The Board places on record its appreciation towards valuable contribution made by him during his tenure as an Independent Director of the Company.

f. Vacation of Director

Shri Kailashchandra Nuwal (DIN: 00374378) had 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 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 of 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.

g. Key Managerial Personnel

The Key Managerial Personnel of the Company as on March 31,2023 are:

Note:-

Shri Satyanarayan Nuwal (DIN: - 00713547) ceased to be key managerial personnel with effect from May 3, 2022.

26. 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 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.

27. 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; and (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors.

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 longterm performance objectives appropriate to the working of the Company and its goals. This remuneration policy is placed on the Company's website https://bit.lv/SolargroupNRPolicv

28. 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 Act 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 is available on the website of the Company at www.solargroup.com

29. Annual Return

The Annual Return of the Company as on March 31, 2023 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

remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees excluding key managerial personnel for the year 2022-23 was 17.98% whereas there is an increase in the key managerial remuneration by 65%. The increase in managerial remuneration is due to higher eligible profits.

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

32. 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 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.

33. 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 in 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).

Auditors' Report

The Auditor's Report for the year ended March 31, 2023 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 2022-23 does not contain any qualification, reservation or adverse remark.

Cost Auditor

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 2022-23.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, have appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates as the Cost Auditors of the Company to conduct the audit of cost records of certain products for the financial year 2023-24 M/s Khanuja Patra & Associates being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24.

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 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 2023-24.

Secretarial Auditor

The Secretarial Audit for the year 2022-23 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, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiary are annexed herewith as "Annexure B1 and B2".

The Secretarial Audit Report for the financial year 2022-23, does not contain any qualification, reservation, or adverse remark.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed Shri Anant B Khamankar of Anant B Khamankar & Co. practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed their eligibility for the re-appointment.

34. Corporate Social Responsibility

The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Health, Education, Ensuring environmental sustainability, Rural Development, Skill Development.

A detailed report on Solar's various CSR initiatives has been provided in the Annual Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013 (Act) which is annexed as "Annexure C" to this report on page no. 113.

The CSR policy is available on https://bit.lv/CSRpolicv

35. 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 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

36. Management Discussion and Analysis Report

A detailed review of operations, performance and future 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.

37. 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.

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 longterm perspective.

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Company has prepared the Business Responsibility & Sustainability Report for the year 2022-23, which forms a part of this Annual Report and also hosted on the Company's website and can be accessed at www.solargroup.com

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, 2023, 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, 2023 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 31,2023 have been prepared on a going concern basis.

v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were 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. All the Independent Directors of the Company have passed the Online Proficiency Self-assessment Test conducted by Indian Institute of Corporate Affair (IICA).