Dear Members,

Your Board of Director's have pleasure in presenting the 27^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

The Company's Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31, 2022 is summarised below.

(Rs In Crores)

The Highlights of the Company's performance (Standalone) for the year ended March 31, 2022 are as under:

During the financial year ending on March 31, 2022 the Company achieved turnover of RS 2528.34 Crores as against turnover of RS 1584.40 Crores achieved during the previous year, which is an increase in turnover by 60%.

The Profit before Depreciation & Tax (PBT) for the financial year 2021-22 is RS 402.44 Crores against RS 291.21 Crores in the year 2020-21.

Earnings per Share as on March 31, 2022 are RS 28.90 vis a vis against RS 20.89 as on March 31, 2022.

The net worth of the Company stands at RS 1365.59 Crores at the end of financial year 2021-22 as compared to RS 1156.81 Crores at the end of financial year 2020-21.

The Highlights of the Company's performance (Consolidated) for the year ended March 31, 2022 are as under:

During the financial year ending on March 31, 2022 the Company achieved turnover of RS 3947.60 Crores as against turnover of RS 2515.63 Crores achieved during the previous year, which is an increase in turnover by 57%.

The Profit before Depreciation & Tax (PBT) for the financial year 2021-22 is RS 716.63 Crores against RS 490.63 Crores in the year 2020-21.

Earnings Per Share as on March 31, 2022 is RS 48.77 vis a vis against RS 30.54 as on March 31, 2021.

The net worth of the Company stands at RS 1914.26 Crores at the end of financial year 2021-22 as compared to RS 1579.41 Crores at the end of financial year 2020-21.

2. TRANSFER TO RESERVES

The Company has transferred RS 100.00 Crores to the general reserve out of the amount available for appropriations and an amount of RS 592.43 Crores is proposed to be retained in the statement of profit and loss.

3. DIVIDEND DISTRIBUTION POLICY

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy.

The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the Policy has been uploaded on the Company's website and can be accessed at https://bit.ly/SolargroupDDPolicy. A copy of the Policy will be made available to any shareholder on request by email.

4. DIVIDEND

The Board of Directors at their meeting held on May 3, 2022, has recommended payment of RS 7.50/- (Rupees Seven and Fifty paisa only] (375%] per equity share of the face value of RS 2 (Rupees two only] each as final dividend for the financial year ended March 31, 2022. 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 including dividend tax for the financial year 2021-22 would aggregate to RS 67.87 Crores.

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 Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("Listing Regulations"] is available on the Company's website: www.solargroup.com.

The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy.

5. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

6. 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 ("Act"] and the Companies (Acceptance of Deposits] Rules, 2014.

7. 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:-

8. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED PARTIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statem ents form ing a part of this Annual Report.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 6 Wholly owned subsidiaries and 18 fellow subsidiaries as on March 31, 2022.

During the year under review:

1. Blastec (India) Private Limited, wholly owned subsidiary got merged into Emul Tek Private Limited another wholly owned subsidiary of the Company resulting in operational synergies and reduction in cost together with focused operational efforts, rationalization, standardisation and simplification of business processes.

2. Solar Bhatgaon Extension Mines Pvt. Limited and SMS Bhatgaon Mines Extension Pvt. Limited (Associates Companies) has been struck off by the Registrar of Companies, Mumbai, on the basis of application filed by the respective Companies.

3. Solar Overseas Singapore Pte Limited (SOSPL), step down overseas subsidiary of the Holding Company has acquired 26% stake in Solar Mining Services Pty Limited (SMS Pty Ltd), Australia. SOSPL now holds 100% stake in SMS Pty Ltd., Australia.

4. The name of Laghe Venture Company Limited has been changed to Solar Venture Company Limited.

Post Balance Sheet date event

1. The Company has made a strategic investment in ZMotion Autonomous Systems Private Limited having an expertise in the domain of Unmanned Aerial Systems which complements our aspirations to introduce weaponised Unmanned Aerial Vehicles for Offensive and Counter Drone Systems for Defensive Roles by acquiring equity shares equivalent to 25.11% of the issued and paid up equity share capital of ZMotion from its Promoters and existing Shareholders.

ZMotion has became Associate Company of Solar Industries India Limited after the said investment.

2. Solar Explochem Limited, a wholly owned subsidiary got incorporated on April 29, 2022.

3. The Board at its meeting held on May 3, 2022, 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 insted of Whole- time Director of the Company.

10. FINANCIAL PERFORMANCE OF COMPANY'S SUBSIDARIES

A list of body corporates which are subsidiaries and joint ventures 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.

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.

11. SHARE CAPITAL

Equity Shares

The paid up Equity Share Capital as on March 31, 2022 was RS 18.10 Crores. 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 any 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 share with 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 any Employee Stock Options.

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 auditors 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 controls 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 22 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)

Pu rsuant 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 RS 16289.00 relating to financial year 2013-2014 (final) and RS 26328.00 relating to financial year 2014-2015 (interim) and there are no shares due and outstanding to be transferred to the IEPF by the Company. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

15. 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, economics 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.

A brief profile of the Directors is available on the website of the Company at www.solargroup.com.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has 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; and

2. They have registered themselves with the Independent Director's Database maintained by the IICA.

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.

17. BOARD MEETINGS

During the year, Five Board Meetings were convened and held on May 27, 2021, July 29, 2021, October 29, 2021, January 29, 2022 and March 31, 2022. The details of which are given in the Corporate Governance Report.

18. BOARD COMMITTEES & NUMBER OF MEETINGS OF BOARD COMMITTEES

The Board has the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Executive Committee

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.

19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

Solar has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

20. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor 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) and 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

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.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board.

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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. 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 complied with the provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by Rotation

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 a Director not liable to retire by rotation.

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

The Act mandates that at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Shri Suresh Menon, 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 recommend his re-appointment at Item No. 3 of the Notice Calling 27^th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Suresh Menon 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 27^th Annual General Meeting.

b. Appointment

Shri Milind Deshmukh was appointed as a Whole- time Director designated as Executive Director & Key Managerial Personnel of the Company, liable to retire by rotation for a period of Five (5) consecutive Years, w.e.f. July 29, 2021.

c. Re-appointment

1. Shri Manish Nuwal (DIN: 00164388) was appointed as Managing Director of the Company for a period of one year from April 1, 2021 to March 31, 2022. The Board, on recommendation of the Nomination and Remuneration Committee and after evaluating his performance and the valuable contribution made by him in the progress of the Company, has approved his re-appointment for another term of Five (5) years commencing from April 1, 2022 to March 31, 2027 subject to approval of the shareholders.

The brief resume and other details relating to Shri Manish Nuwal who is 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 27^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.

2. In accordance with Section 161 of the Companies Act, 2013 and as per the Articles of Association of the Company, Shri Sanjay Sinha (DIN:- 08253225) was appointed as an Additional Director (Non-Executive Independent Director) w.e.f May 3, 2022, to hold office upto the date of ensuing Annual General Meeting of the Company as per the provisions of Section 161(1) of the Act and he shall hold the office upto the date of ensuing Annual General Meeting. The Board recommends appointment of Shri Sanjay Sinha (DIN:- 08253225) as a Non-Executive Independent Director of the Company for a period of 2 (Two) years subject to the approval of the members at the ensuing Annual General Meeting.

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

The brief resume and other details relating to Shri Sanjay Sinha who is proposed to be 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 27^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

1. Shri Anil Kumar Jain, Executive Director of the Company stepped down from the Board w.e.f August 21, 2021 due to personal reasons.

2. Shri Sunil Srivastav, Non-Executive Independent Director of the Company stepped down from the Board w.e.f January 13, 2022 due to personal and professional commitments.

f. 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. 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, 2022 are:

*Chairman and Non- Executive Director w.e.f 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

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a Nomination and Remuneration Policy. This policy, inter-alia, provides (a) the criteria for determining qualifications, positive attributes and independence of Directors (b) a policy on remuneration for Directors, Key Managerial Personnel and other employees and (c) details of the employee stock option scheme. 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.ly/SolargroupNRPolicy

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, 2022 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, and is available on the website of the Company at www.solargroup.com

30. 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 2021-22, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director(s) and Company Secretary during the financial year 2021-22 is as follows:

Note:

1. The Non-Executive Directors of the Company are entitled to sitting fee as per the statutory provisions and within the limits approved by the Members. The ratio of remuneration and percentage increase for Non-Executive Directors Remuneration is therefore not considered for the purpose above.

2. There was 196.33% increase in remuneration of director and KMP in the financial year 2021-22.

3. *Chairman and Non Executive Director w.e.f May 3, 2022.

4. **Shri Milind Deshmukh was appointed as Whole Time Director and KMP w.e.f July 29, 2021.

5. Shri Anil Kumar Jain, Executive Director of the Company stepped down from the Board w.e.f August 21, 2021.

6. Shri Nilesh Panpaliya resigned from the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. May 14, 2021.

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 remuneration of employees other than Key Managerial Personnel was 17.80%.The average annual increase in the remuneration of Key Managerial Personnel was 30.05%. 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.solarqroup.com Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

31. RELATED PARTY TRANSACTIONS

All transactions with related parties during the financial year 2021-22 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 natu re. The transactions entered i nto pu rsuant 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 interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.

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

The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication 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.

During the year, the Company amended the Policy on Dealing with Related Party Transactions ('RPT Policy') which was approved by the Board at its meeting held on January 29, 2022 to give effect to the amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The RPT Policy is available on the Company's website at www.solargroup.com

32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our employees are our key strength, which has led us to achieve the results and various milestones in our organization's journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with Solar.

The Company is constantly engaged in building employee Competence in all areas of the business. The Behavioral and Functional Competency framework is being institutionalised, with due focus on developing leadership capability; technical and functional expertise; and research capabilities of employees to develop in-house products with impeccable safety, quality and reliability standards. Several management development tools are being practiced for competency building amongst all levels of employees and focused succession planning and talent pool building is in progress. Coaching and Mentoring program are being imparted for employees occupying critical roles and positions. For new talent, structured and rigorous on-boarding and induction process is being followed to assure adhering to safety and quality standards from day one in the organisation. Management Development Programs are continuously planned and executed to hone leadership capability of employees. The Company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.

With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results. Some of the initiatives include structured talent management process, employee engagement surveys to check employee pulse, performance management system and so on.

33. 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 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://bit.lv/SolargroupDMSpolicv

34. AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. SRBC & Co. LLP (Firm Registration No. 324982E/ E300003) and M/s. Akshay Rathi & Associates (Firm Registration No. 139703W) Chartered Accountants Statutory Auditor of the Company hold office till the conclusion of 27^th Annual General Meeting of the Company.

The Board places on record, i ts appreci ation for the contribution of M/s. Akshay Rathi & Associates., Chartered Accountants, during his tenure as the Statutory Auditors of the Company.

The Board of Directors has recommended the reappointment of M/s. SRBC & Co. LLP (Firm Registration No. 324982E/E300003) for a second term of 5 (Five) years and the appointment of M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) as Statutory Auditors for a First term of 5 (Five) years, from the conclusion of the 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting to be held in the year 2027 for approval of shareholders of the Company based on the recommendation of Audit Committee.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 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) from M/s. SRBC & Co. LLP and M/s. Gandhi Rathi & Co. Further, M/s. SRBC & Co. LLP and M/s. Gandhi Rathi & Co. Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

Statutory Audit Report

The M/s. SRBC & Co. LLP (Firm Registration No. 324982E/E300003) and M/s. Akshay Rathi & Associates (Firm Registration No. 139703W) have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31, 2022. The said Auditors' Report(s) for the financial year ended March 31, 2022 on the financial statements of the Company forms part of this Annual Report.

Cost Auditors

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 2021-22.

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 2022-23 M/s Khanuja Patra & Associates being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2022-23.

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 on quarterly basis by M/s Ekbote Deshmukh & Co. and M/s D L & Associates, 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 Mr. Sachin Maloo, Managing Director of M/s. Protiviti India Member Private Limited in place of M/s Ekbote Deshmukh & Co. Chartered Accountants and M/s D L & Associates Chartered Accountants, 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 2022-23.

Secretarial Auditors

The Secretarial Audit for the year 2021-22 was undertaken by Shri Anant B Khamankar, practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2022 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the Company and its Material Subsidiary is annexed herewith as "Annexure B1 and B2".

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed Shri Anant B Khamankar, practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for FY 2022-23. They have confirmed their eligibility for the re-appointment.

Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

35. CORPORATE SOCIAL RESPONSIBILITY

A detailed report on Solar's various CSR initiatives has been provided in the Social Capital section forming part of Integrated Report on page 40 and Annual Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013 which is annexed as Annexure C to this report on page 85. Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance on page 91.

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

36. 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".

37. STATEMENT OF MANAGEMENT'S 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. 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.

39. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report ("BRR") of the Company for the year 2021-22 forms part of this Annual Report as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

40. 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, 2022, 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, 2022 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, 2022 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.

41. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

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.

42. CEO/CFO CERTIFICATION

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

43. APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.