Financial Performance Summary

FY 2025-26 Financial Highlights (₹ in Lakhs):

  • Profit before Depreciation & Taxation: ₹3,212.60
  • Depreciation: ₹200.47
  • Provision for Taxation: ₹750.00
  • Deferred Tax: ₹19.40
  • Net Profit after Tax: ₹2,242.73
  • Other Comprehensive Income: ₹40.02 (loss)
  • Net Profit after Other Comprehensive Income: ₹2,202.71

Comparative Performance:

  • Turnover increased by approximately 167.44% compared to previous financial year
  • Net Profit Ratio: 7.22% (FY 2025-26) vs 6.27% (FY 2024-25)
  • Return on Equity: 67.09% (FY 2025-26) vs 63.50% (FY 2024-25)

Dividend: No dividend recommended for FY 2025-26 due to future growth plans, working capital requirements, and need to conserve resources.

Reserves: No amount transferred to General Reserve; profits retained in Statement of Profit and Loss/Retained Earnings.

Key Corporate Developments

Amalgamation

  • Scheme Approval: Hon'ble National Company Law Tribunal, Ahmedabad Bench approved Scheme of Amalgamation of Solar Citizen Private Limited with Citizen Solar Limited vide Order dated March 19, 2026.
  • Appointed Date: April 1, 2023
  • Financial Impact: Corresponding figures and balances for FY 2023-24 restated/recast to give effect to the Scheme from Appointed Date.
  • Share Capital Impact: 86,46,000 Equity Shares of ₹10 each issued pursuant to Scheme in share exchange ratio of 11:1
  • Listing Approval: Received from BSE Limited on August 11, 2026 for the new shares

Change of Name

Company name changed from Citizen Infoline Limited to Citizen Solar Limited consequent to amalgamation implementation.

Board Composition and Changes

Current Board (as of March 31, 2026):

  • Mr. Omprakash L Jain - Managing Director (DIN: 00171365)
  • Mr. Ravindra O Jain - Director (resigned May 28, 2026)
  • Mr. Chirag H Jirawala - Independent Director (DIN: 11054537)
  • Ms. Ashadevi N Gogad - Independent Director (DIN: 11054547)

Appointments Effective May 28, 2026:

  • Mr. Haresh Parmar (DIN: 01955268) - Independent Director
  • Mr. Vikash Agrawal (DIN: 11763805) - Independent Director
  • Mr. Harsh Jain (DIN: 00269655) - Whole-Time Director
  • Mr. Tansukhraj Jain (DIN: 00171418) - Whole-Time Director
  • Mr. Sagar Jain (DIN: 08829186) - Whole-Time Director

Resignation:

  • Mr. Ravindra O Jain resigned as Director effective May 28, 2026 (continues as CFO)

Director Relationships:

  • Mr. Omprakash L Jain and Mr. Tansukhraj Jain are brothers
  • Mr. Harsh Jain is son of Mr. Omprakash L Jain and nephew of Mr. Tansukhraj Jain
  • Mr. Sagar Jain is son of Mr. Tansukhraj Jain and nephew of Mr. Omprakash L Jain
  • Mr. Harsh Jain and Mr. Sagar Jain are cousins

AGM Business Items

Ordinary Business:

Item 1: To receive, consider and adopt audited financial statements for FY 2025-26 with reports of Board and Auditors

Special Business:

Item 2: Appointment of Mr. Hareshkumar Jivanlal Parmar as Independent Director for 5 years (May 28, 2026 to May 27, 2031)

Item 3: Appointment of Mr. Vikash Madanlal Agrawal as Independent Director for 5 years (May 28, 2026 to May 27, 2031)

Item 4: Appointment of Mr. Harsh Omprakash Jain as Whole-Time Director for 5 years (May 28, 2026 to May 27, 2031) with remuneration up to ₹84 lakh p.a.

Item 5: Appointment of Mr. Tansukhraj Lalchand Jain as Whole-Time Director for 5 years (May 28, 2026 to May 27, 2031) with remuneration up to ₹84 lakh p.a.

Item 6: Appointment of Mr. Sagar Tansukhraj Jain as Whole-Time Director for 5 years (May 28, 2026 to May 27, 2031) with remuneration up to ₹84 lakh p.a.

Item 7: Re-appointment of Mr. Omprakash Lalchand Jain as Managing Director (April 1, 2024 to March 31, 2029) with remuneration up to ₹84 lakh p.a.

Item 8: Ratification of remuneration payable to Cost Auditor M/s. R J & Associates for FY 2026-27 not exceeding ₹1,00,000 plus taxes

Key Managerial Personnel

  • Mr. Omprakash L Jain - Managing Director
  • Mr. Ravindra O Jain - Chief Financial Officer
  • Mr. Abhijit Roy - Company Secretary (appointed August 13, 2026)
  • Ms. Reena Shah - Former Company Secretary (resigned August 12, 2026)

Capital Structure

Authorized Share Capital: ₹15,50,00,000 divided into 1,55,00,000 Equity Shares of ₹10 each

Issued, Subscribed and Paid-up: ₹14,04,33,000 divided into 1,40,43,300 Equity Shares of ₹10 each fully paid up

  • 53,97,300 Equity Shares to subscribers of Memorandum
  • 86,46,000 Equity Shares issued under Scheme of Amalgamation

Shareholding Pattern (as at March 31, 2026)

Promoter & Promoter Group: 53.49% (75,12,100 shares)

Public Holding: 46.51%

Dematerialized Shares: 89.49% (1,25,68,000 shares)

Physical Shares: 10.51% (14,75,300 shares)

Key Financial Ratios

| Ratio | FY 2025-26 | FY 2024-25 | Change | Reason |

| Current Ratio | 0.86 | 1.52 | (43.82%) | Increase in current liabilities |

| Debt-Equity Ratio | 2.53 | 0.77 | 229.34% | Increase in borrowings |

| Return on Equity | 67.09% | 63.50% | 5.67% | No significant change |

| Inventory Turnover | 30.83 | 20.37 | 51.40% | Increase in sales |

| Net Profit Ratio | 7.22% | 6.27% | 15.15% | No significant change |

| Return on Capital Employed | 21.88% | 42.85% | (48.94%) | Change/increase in capital employed |

Remuneration Details

Managing Director Remuneration:

  • Mr. Omprakash L Jain: ₹60,00,000 (FY 2025-26)
  • Proposed: Up to ₹84,00,000 p.a.

Whole-Time Directors Remuneration: Proposed up to ₹84,00,000 p.a. for each director

Median Employee Remuneration: ₹3,60,000 (FY 2025-26)

Average % Increase in Employee Salaries: 10% (other than managerial personnel)

Borrowings and Security

Total Borrowings (₹ in Lakhs):

  • Non-current: ₹7,389.71
  • Current: ₹3,199.77

Total: ₹10,589.48

Security:

  • Hypothecation of stocks, book debts, current assets, and plant and machinery
  • Specific properties owned by directors provided as collateral
  • Personal guarantees from directors

Related Party Transactions

All related party transactions were in ordinary course of business and at arm's length. Key transactions included loans, purchases/sales of goods, and remuneration payments to related parties.

Corporate Governance

Company complied with applicable corporate governance requirements under SEBI Listing Regulations. Board met 17 times during FY 2025-26. All requisite committees (Audit, Nomination & Remuneration, Stakeholders Relationship) constituted and functional.

Secretarial Audit Observations

Secretarial Auditor noted that approval of Members for re-appointment of Mr. Omprakash Lalchand Jain as Managing Director was inadvertently not obtained at General Meeting when due, as required under Section 196(4) of Companies Act, 2013. Board has proposed to place matter before Members at ensuing AGM for regularization.

Voting Arrangements

Remote E-voting Period: September 18, 2026 (9:00 AM) to September 20, 2026 (5:00 PM)

E-voting Service Provider: Central Depository Services (India) Limited (CDSL)

Scrutinizer: CS Jolly Patel (FCS 10937 CP NO 21010), Practising Company Secretary

Registered Office and Contacts

Factory Address: Unit 1: Survey No. 965, Village-Indrad, Chhatral Kadi Road, Taluka Kadi, Dist. Mehsana, Gujarat - 382715; Unit 2: Survey No. 96/1, Village Ankhol, Chhatral Kadi Road, Taluka Kadi, District Mehsana, Gujarat - 384440

RTA: MUFG Intime India Private Limited, Ahmedabad