Directors Report of Himalayan Solar Ltd.

The Board of Directors of Himalayan Solar Limited is pleased to present the Directors’ Report for the financial year
ended March 31, 2026, along with the audited financial statements, in compliance with the provisions of the
Companies Act, 2013 and applicable regulations.

1. FINANCIAL PERFORMANCE AND KEY HIGHLIGHTS

The Company’s financial performances for the year under review along with the previous year’s figures are given
here:

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (J1 OF THE COMPANIES ACT, 2013

? in lakhs

3. DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March 2026.

4. STATE OF AFFAIRS

Himalayan Solar Limited is a PV Module Manufacturing company committed to advancing clean and sustainable
energy solutions through the design, manufacturing, supply, installation, and commissioning of a wide range of solar
products. Company offers a diverse portfolio of solar products and systems, including Solar PV Panels, Solar
Charge Controllers, Solar Pump Controllers, Solar Water Pumping Systems, Solar Home Systems, Solar Inverter
Chargers, Solar Street Lights etc.

The Company has set up its new manufacturing facility for 60MW located at Plot/Killa No. 3 and 4, RHS, Khatoni
No. 1132, Murabba No. 249, Khewat No. 980, Near Aryakulam International School, Assandh-Kohand State
Highway, Munak, Karnal, Haryana - 132040 in the reported year. The manufacturing facility has been equipped
with modem machinery and technology to support the production of high-quality solar PV modules.

The company has stepped into its third Business Segment, i.e., “Support Services under Skill Development Training
Program’''. The company has signed an MoU with NSDC as the Industry exclusive Franchisee Partner for the Solar to
support the development and onboarding of up to 2,00,000 Panchayat-level micro-entrepreneurs with its brand under
“National Entrepreneurship Drive (NED)” initiative of the Ministry of Skill Development and Entrepreneurship.

The Directors are confident that the Company''s manufacturing capabilities, expanding business operations and
strategic growth initiatives will further strengthen its market position and create long-term value for all stakeholders.

5. CHANCE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business carried on by the
Company.

However, in the financial year 2024-25, the Company expanded its scope of operations by entering into the business
of organizing and conducting skill development programs, workshops, and training activities in the field of solar
energy and related technologies, including participation in relevant government schemes.

During the year under review, Himalayan Solar Limited continued to operate within its core business domain,
focusing on its established competencies and strategic priorities.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY. AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE

OF THE REPORT

There have been no material changes or commitments affecting the financial position of the Company since the end
of the financial year and up to the date of this report.

7. DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the Financial Statement or Annual Report has been made during Financial Year 2025-26 or for any of
the three preceding Financial Years

8. DETAILS OF HOLDING/ SUBSID1ARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31,2026, the Company does not have any Holding/Subsidiary/joint venture/associate companies.

9. CHANGE IN THE NAME OF THE COMPANY

There has been no change in the name of the Company during the financial year.

10. CHANGE IN REGISTERED OFFICE

During the year the Company has not changed its Registered Office. The registered office of company is located at
SCO 411, Sector 20, Panchkula, Haryana, India, 134117.

11. WEBSITE

The Company has its fully functional website https://himalayansolar.co.in/which has been designed to exhibit all the
relevant details about the Company. The site carries a comprehensive database of information of the Company
including the Financial Results of your Company, details of Board of Directors, Corporate Policies/ Codes, business
activities and current affairs of your Company.

12. SHARE CAPITAL

(a) Authorized Share Capital:

There has been no change in the Authorized Share Capital of the Company during the financial year 2025-
26.The Authorized share capital of company is? 23,00,00,000 (Rupees Twenty-Three Crores only) divided into
? 2,30,00,000 (Two Crore Thirty Lakhs) equity shares having a face value of? 10/- each.

(b) Issued, Subscribed and Paid-Up Share Capital:

During the year the paid up share capital of the company has increased from Rs. 3,60,42,000 to Rs. 16,21,88,990
equity shares having a face value of? 10/- each.

On June 14, 2025, the company issued bonus shares in the proportion of 3.5 (Three point Five) new equity
shares ofFace value Rs. 10/-each fully paid for every I (One) existing equity share of Face value Rs. 10/-each
fully paid during the relevant financial year. The Company issued 1,26,14,699 equity Shares having a face value
of? 10/-each.

The Issued, Subscribed and Paid-up capital of the Company as on March 31, 2026 is ? 16, 21,88,990

(c) Preferential Issue:

During the financial year 2025-26, the Company has not made any allotment of equity shares on a preferential
basis, and accordingly, no preferential issue was undertaken under Section 62(l)(c) of the Companies Act,
2013 read with applicable rules.

(d) Right Issue:

During the financial year 2025-26, the Company has not raised any capital through a rights issue, and there
was no increase in the issued and paid-up equity share capital pursuant to Section 62(1 )(a) of the Companies
Act, 2013.

(e) Buy Back Of Shares:

During the financial year 2025-26. the Company has not undertaken any buy-back of its securities in
accordance with the provisions of Section 68 of the Companies Act, 2013 read with the C ompanies (Share
Capital and Debentures) Rules, 2014.

(f) Bonus Shares:

During the financial year 2025-26, the Company has issued bonus shares pursuant to the provisions of Section
63 of the Companies Act, 2013.

On June 14, 2025, the company issued bonus shares in the proportion of 3.5 (Three point Five) new equity
shares ofFace value Rs. 10/- each fully paid for every 1 (One) existing equity share of Face value Rs. 10/- each
fully paid during the relevant financial year. The Company issued 1, 26,14.699 equity Shares having a face
value of ? 10/- each.

(g) Sweat Equity Shares:

During the financial year 2025-26, the Company has not issued any sweat equity shares, and hence the
provisions of Section 54 of the Companies Act, 2013 are not appl icable.

(h) Splitting/Sub Division Of Shares:

No split or sub-division of equity shares was carried out by the Company during the Financial Year 2025-26.

(i) Employees Stock Option Flan:

The Company has not granted or issued any Employee Stock Options under any scheme during the Financial
Year 202^-26.

13. BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, the Board of company consists of Six (6) Directors. The composition and category of
Directors is as follows, there is no change in the designation of directors and no appointment made in FY 25-26.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made thereunder and
they continue to comply with the Code of Conduct. The Board has taken the same on record.

Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in
their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and
experience and fulfil the conditions specified in the Act

15. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Ten Board meetings of the board of directors were held in compliance with the
Companies Act, 2013 and in respect of the said meetings proper notices were given and proceedings were properly
recorded and signed in the minute book maintained for the purpose,

The board of directors confirms the compliance and adherence to the Secretarial Standards 1 and 2 as issued by
Institute of Companies Secretaries of India and notified by Ministry Of Corporate Affairs.

16. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mrs. Anita
Kumari, Non-Executive Director who retires by rotation and being eligible to get re-appointed as Director of the
company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice
convening the AGM.

17. COMMITTEES

The details of all the Committees of the board along with their composition and meetings held during the year are as
under:

a) Audit Committee

The Company has constituted the committee as per the provision of Section 177 of Company Act, 2013 and the
Committee act in accordance with the tenns of reference as specified in Section 177 of the Companies Act, 2013.

During the financial year ended on March 31, 2026, the Audit Committee met Four times viz.

31" May. 2025, 17"'' September, 2025, 08 November 2025 and 25^th February 2026.

b) Nomination and Remuneration Committee

The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the
Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.

During the financial year ended on March 31, 2026, the NRC Committee met one time i.e August 25. 2025

c) Stakeholders Relationships Committee

The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the
Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.

During the year 01 (one) meeting of committee were held on 20^,d February, 2026.

CSR Initiatives:

Your Company remains committed to fostering harmonious and sustainable societal development. It believes that a
company''s success should not only be evaluated by financial performance but also by its contributions to society.
During the year, the Company incurred a CSR expenditure of ?20.00 lakhs, which was utilized towards initiatives in
Promoting of Education.

The CSR policy of the Company may be accessed on the Company website at the link:https://himalayansolar.co.in/.
The Annual Report on CSR Activities is annexed herewith as “Annexure - B”.

In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has developed Corporate Social
Responsibility initiatives and has a CSR Policy in place.

e) Executive Board Committee

During the year under review, the Board constituted an Executive Board Committee in the board meeting dt.
08.11.2025 to streamline and expedite decision-making processes for urgent and operational matters, particularly in
view of the practical challenges in convening full Board meetings at frequent intervals.

This Committee was constituted pursuant to the general enabling provisions of the Companies Act, 2013 and is not
mandated under any specific statutory requirement. The objective of forming this Committee is to facilitate quicker
resolution and approval of routine yet critical matters including bankingjjegak tender filings, and day-to-day
operations, thereby i Himalayan Solar I rw

The Committee met three times in the year i.e 01 January 2026, 16 rebruary, 2026 and JJ March 2026

All resolutions passed by the Committee are taken unanimously and reported in subsequent Board meetings for
information and ratification. The Committee members are not entitled to any sitting fees for their participation.

This Committee continues to serve as an effective governance tool for the Company to address operational matters
with agility while ensuring transparency and accountability.

SHAREHOLDER’S MEETING

During the financial year under review, the Company convened and held two Extraordinary General Meetings
(EGMs) on September 04, 2025 and September 19, 2025 to seek the approval of the shareholders on matters relating
to the proposed Initial Public Offering (IPO) and other related matters.

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

As on financial year ended on March 31, 2026, independent directors have confirmed that:

• they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

• they have complied with the code for independent directors prescribed under Schedule IV to the Act;

• they have registered themselves with the independent director’s databank maintained by the Indian Institute of
Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without any
external influence;

• they have not been associated with any material supplier, service provider, or customer of the Company; they
have not been partner, proprietor, or employee of the Company’s statutory audit firm during the preceding
financial year;

• they have not been affiliated with any legal or consulting firm that has or had business transactions with the
Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such
firm;

• and apart from receiving director’s remuneration (including sitting fees), there have not been any material
pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their
directors, during the three immediately preceding financial years or during the current financial year exceeding
the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act,
were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the
preceding financial year.

Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in
their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and
experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the
management.

19. HUMAN RESOURCE

The Company values its employees as its most important assets and understands that its growth depends on
attracting and retaining talented individuals. Recognizing the importance of developing employees'' skills, the
Company provides training opportunities to help them excel and contribute to business objectives.

As on 31st March, 2026, we have the total strength of 99 employees in various department as per the below details:

21. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) The directors had selected such accounting policies and 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
at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

(f) 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.

22. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the Balance Sheet.

*Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has
been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate A ffairs (MCA) notification dated 22nd January’ 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits. The Company shall comply with the said requirement within the prescribed
timelines.

23. POLICIES ADOPTED BY THE COMPANY

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and
SEBI Regulations are available for the access at the website of the Company at https://himalayansolar.co.in/

24. RISK MANAGEMENT

Risk management is integral to business operations, aiming to identify, assess, and mitigate risks that could
negatively impact the organization. The Company follows a structured approach to risk forecasting and
management to minimize potential threats. The policy related to risk assessment and management can be
reviewed on the Company’s website at: https://himalayansolar.co.in/

25. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF
REMUNERATION. AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable
to the Company and hence the Company has devised policy relating to appointment of Directors, payment of
Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related
matters as provided under Section 178(3) of the Companies Act, 2013.

26. AUDITOR AND AUDITORS’ REPORT
STATUTORY AUDITOR

M/s. AARSH&Associates, Chartered Accountants (Firm Registration No. 024177N) was appointed as the Statutory
Auditor of the Company in the Annual General Meeting held on 30th September, 2024 upto 31^st March 2029.The
Statutory Auditors’ Report for FY 2025-26 on the financial statement of the Company forms part of this Annual
Report. Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their report do
not contain any qualification, reservations, adverse remarks or disclaimers. The Notes on financial statements are
self-explanatory, and needs no further explanation.

COST RECORDS AND COST AUDIT

In pursuance of the provisions of Section 148(1) of the Companies Act, 2013, Company is required to maintain cost
records, as specified. Accordingly, it has properly maintained all the cost records and accounts.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the rules framed thereunder, the
Board of Directors has appointed M/s. HAMMAD ABBAS & CO., Cost Accountants (Firm Registration No.
003385), as the Cost Auditors of the Company for conducting the audit of cost records for the financial year ended
March 31, 2026.

The Cost Audit for the financial year ended March 31, 2026 is under process and, till the date of this Report, no
qualification, reservation or adverse remark has been communicated by the Cost Auditors.

27. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under section 143(12) of the
Companies Act, 2013

28. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS/ COURTS/ TRIBUNALS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,
2014, the Board confirms that no significant or material orders were passed by any regulators, courts, or tribunals
during the year which would impact the going concern status or future operations of the Company.

29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT. 2013 ----

-a- Q

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to
any other body corporate or person or made any investments hence no particulars of the loans, guarantees or
investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

30. RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read rules made
thereunder, during the financial year were in the ordinary course of business and on arm’s length basis and do not
attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors
and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. Since
there were no transactions entered into by the Company with the related Parties during the F.Y. 2025- 26 that were
required to be reported, the prescribed form AOC-2 is not attached herewith.

31. DETAILS OF ONE-TIME SETTLEMENT fOTSl AND VALUATION DIFFERENCES. IF ANY

During the year under review, the Company has not entered into any One-Time Settlement (OTS) with any bank or
financial institution. As such, no valuation adjustments or differences on account of such settlements are required to
be reported.

32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance with all the applicable Secretarial Standards as issued by the Institute of Company
Secretaries of India and approved by the Central Government.

33. INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the Financial Year 2025-26

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to Section 134(3Xm) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules,
2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are
attached as Annexure-A to this Report.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Company has in place a policy for prevention of Sexual Harassment of Women at workplace in line with
requirement of SexualHarassment of women at Workplace (Prevention. Prohibition AndRedressal) Act, 2013.The
policy is available on the website of the company athttps://himalavansolar.co.in/

All employees inter-alia including permanent, contractual, temporary, and trainees are covered under this Policy.

The status of complaints under the POSH Act for the year under review is as follows:

(a) number of complaints of sexual harassment received in the yeajtfffO c ryN.

(b) number of complaints disposed off during the year: Not Applicable
(c ) number of cases pending for more than ninety days: Not Applicable
We have internal complaint committee in our company who review the complaint of harassment.
Comnosition of Internal Comn aint Committee are as follows:

36 MATERNITY BENEFIT ACT. 1961:

Pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules 2014, the Board of Directors confirms that the Company has complied with the provisions of
the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to
providing a safe and supportive workplace for all its employees and has extended all benefits and
facilities mandated under the said Act to its women employees.

^INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company maintains an adequate and effective internal control system, commensurate with its
size and complexity. Your Company believes that these internal control systems provide a reasonable
assurance that the Company’s transactions are executed with management authorization and that they
are recorded in all material respects to permit preparation of financial statements in conformity with
established accounting principles and that the assets of the Company are adequately safeguarded
against significant misuse or loss.

3ft. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its sincere appreciation for the continued support
and cooperation received from the shareholders, customers, suppliers, bankers, employees, and all
other stakeholders during the year.