Indosolar Ltd

Meeting Details

• Board meeting scheduled for October 21, 2026.

Key Agenda Items

• Approve standalone unaudited financial results for quarter and half-year ended Sept 30, 2026.
• Limited review report thereon.

Other Notes

• Trading window closed for designated persons and immediate relatives from Oct 1, 2026 until 48 hours after results.

Indosolar Limited: Trading Window closed from Thursday, October 01, 2026 till the end of 48 hours after the declaration of standalone unaudited financial results for the quarter and half year ended on September 30, 2026.

AGM details

• AGM held on 31 August 2026, 11:03 a.m.–12:15 p.m. IST.
• Mode: VC/OAVM; deemed venue at the registered office.
• Quorum: 49 members present; proceedings webcast.

Resolutions put to vote

• Item 01 (Ordinary): Adopt audited financial statements for year ended 31 March 2026.
• Item 02 (Ordinary): Reappoint Hitesh Pranjivan Mehta by rotation.
• Item 03 (Special): Appoint Nilesh Bhogilal Gandhi as independent director for a five-year term.
• Item 04 (Ordinary): Ratify remuneration payable to Cost Auditors for 2026-27.
• Item 05 (Ordinary): Approve material related party transactions for 2026-27.

Voting results

• Voting results not disclosed in the filing.

Director changes

• Reappointment by rotation: Hitesh Pranjivan Mehta.
• Appointment: Nilesh Bhogilal Gandhi as independent director for a five-year term.

Auditors and related approvals

• Cost auditor remuneration ratified for FY 2026-27.

Related party transactions

• Approval of material related party transactions for FY 2026-27.

Financial performance

• Revenue from operations Rs 67,984.85 Lakhs; up YoY from 32,390.62.
• Total income Rs 68,136.54 Lakhs.
• Profit before tax Rs 23,428.46 Lakhs; strong growth.
• Profit after tax Rs 24,659.91 Lakhs; robust profitability.
• Earnings per share (Basic) Rs 59.27.
• Operating margin 34.24%; net margin 36.00%.

Capital structure & liquidity

• Total debts Rs 307.20 Lakhs; gearing 0.01.
• Total equity Rs 28,700.78 Lakhs.
• Promoter shareholding 74.93%.
• Current ratio 6.70; liquidity healthy.
• Net cash from operating activities Rs 7,837.03 Lakhs.

Operations & capacity

• Greater Noida facility capacity 1.3 GW per annum.
• Single segment: manufacturing and trading of solar modules.

Related party transactions & governance

• Waaree Energies Limited holds 74.93% promoter stake.
• FY2025-26 RPT with Waaree Energies: sales 29,416.54; services 20,116.45.
• RPT: purchases of raw materials 7,228.48; finished goods 714.63; loan 36.75.
• Proposed RPT for 2026-27: Rs 905 Crore; 133.12% of prior turnover.
• RPTs are at arm's length; approvals by Audit Committee.

Audits & governance

• Statutory auditors SGCO & Co. LLP; unmodified opinion.
• Independent directors confirmed independence; board of 7 directors.
• Five board meetings conducted in FY2025-26.
• Whistle blower mechanism in place; one complaint reviewed and closed.

CSR & sustainability

• CSR expenditure Rs 2.236 million; 2% average net profit.
• CSR: School building in Goa; project completed.

Outlook & risks

• Industry: India’s solar capacity expansion supports growth.
• Risks: raw material price volatility and policy shifts.
• Competition and technology advances remain key challenges.

AGM Details

• Date, time, mode: 31 August 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting cut-off: 24 August 2026; voting window: 27–30 August 2026.
• Deemed venue: registered office address.
• Notice and Integrated Annual Report dispatched on 7 August 2026.

Key Resolutions

• Adopt audited financial statements for the year ended 31 March 2026.
• Re-appoint Hitesh Pranjivan Mehta as Director (retiring by rotation).
• Appoint Nilesh Bhogilal Gandhi as Independent Director for a second term.
• Ratify remuneration to Cost Auditors for FY 2026-27.
• Approve material related party transactions with Waaree Energies Limited for FY 2026-27.

Voting Results

• Voting results for all resolutions: not disclosed in this filing.

Dividend

• Dividend: No dividend declared for the financial year 2025-2026.

Director Changes

• Amit Paithankar resigned as CEO and Director on 16 January 2026.
• Jignesh Rathod appointed Director and CEO from 16 January 2026; regularised 2 February 2026.
• Sonal Shrivastava resigned as CFO on 20 March 2026; Abhishek Pareek appointed CFO from 20 April 2026.
• Shiv Kumar Agarwal resigned as Independent Director on 28 January 2026.
• Nilesh Gandhi appointed Independent Director for a second term from 20 April 2026.
• Hitesh Pranjivan Mehta retires by rotation at AGM; eligible for reappointment.

Auditor Appointments

• Statutory auditors: SGCO & CO. LLP appointed for a 5-year term ending 2027.
• Cost Auditor: N. Ritesh & Associates appointed for 2026-27; remuneration INR 40,000 plus GST.
• Secretarial Auditor: Jajodia & Associates engaged for Secretarial Audit.

Material Related Party Transactions

• Related party: Waaree Energies Limited (promoter/holding company).
• Past RPTs with Waaree Energies Limited: sale of modules Rs 29,416.54 Lakhs; services Rs 20,116.45 Lakhs; raw materials purchase Rs 7,228.48 Lakhs; loan Rs 36.75 Lakhs.
• Proposed FY2026-27 RPT with Waaree Energies Limited: Rs 905 Crore; 133.12% of last year’s turnover; arm’s length.

AGM notice and voting timelines

• 17th AGM scheduled for Aug 31, 2026 at 11:00 A.M. via VC/OAVM.
• Deemed venue: Registered Office, New Delhi.
• Cut-off date for remote e-voting fixed at Aug 24, 2026.
• Remote e-voting window opens Aug 27, 2026 at 10:00 A.M. and closes Aug 30, 2026 at 5:00 P.M.
• MUFG Intime India Private Limited will provide remote voting services.
• Intimation confirms AGM for 2025-2026 financial year.

AGM Details

• AGM via VC/OAVM on 31 August 2026 at 11:00 IST.
• Record date for remote voting: 24 August 2026.
• Remote e-voting window: 27–30 August 2026.

Resolutions Put to Vote

• Ordinary: adopt audited financial statements for year ended March 31, 2026.
• Ordinary: re-appoint Hitesh Pranjivan Mehta by rotation.
• Special: appoint Nilesh Bhogilal Gandhi as Independent Director for second term.
• Ordinary: ratify remuneration of Cost Auditors for FY2026-27.
• Ordinary: approve material related party transactions with Waaree Energies Limited for FY2026-27.

Dividend

• Dividend: no dividend declared for financial year 2025-26.

Director & Auditor Changes

• Mehta retires by rotation and stands for reappointment.
• Gandhi appointed Independent Director for second term, effective Apr 20, 2026.
• Statutory Auditors: SGCO & CO. LLP continuing; term through 2027.
• Cost Auditor: M/s N. Ritesh & Associates; remuneration Rs 40,000 plus GST for FY2026-27.

Related Party Transactions

• Waaree Energies Limited is promoter/holding party; 74.93% stake in Indosolar.
• Proposed RPT with WEL for FY2026-27 includes purchases, services, and a loan.
• Proposed value: Rs 905,00,00,000; 133.12% of last year turnover.
• RPT terms: arm's length, at market prices; board authorization to execute.

Remote Voting & Compliance

• Notice and integrated annual report sent electronically; e-voting accessible.
• Final results to be declared within 2 working days after AGM.

Financial performance

• Revenue from operations: ₹67,984.85 Lakhs; total income: ₹68,136.54 Lakhs.
• PAT: ₹24,659.91 Lakhs; Basic EPS: ₹59.27.
• Operating margin 34.24%; net margin 36.00%.
• YoY revenue growth driven by higher operations.
• Trade receivables ₹20,961.51 Lakhs; major balance with Waaree Energies.
• Dividend declared: none; no dividend policy.

Capital structure

• Equity share capital ₹4,160.37 Lakhs; promoter holding 74.93%.
• Total debt ₹307.20 Lakhs; gearing 0.01x.
• No dividend declared; no dividend policy.
• AGM date: 31 Aug 2026; via VC/OAVM.

Governance and board

• Board size seven; one woman independent director.
• Shiv Kumar Agarwal resigned as Independent Director on 28-Jan-2026.
• Jignesh Rathod appointed CEO from 16-Jan-2026; regularised 02-Feb-2026.
• Amit Paithankar resigned as CEO 16-Jan-2026; CFO transition occurred.
• Sonal Shrivastava resigned as CFO 20-Mar-2026; Abhishek Pareek appointed CFO 20-Apr-2026.
• Auditors: SGCO & CO LLP; unmodified report; FY26 audit fee ₹8.65 Lakhs.

Related party transactions

• Waaree Energies Limited promoter; holds 74.93%.
• FY2025-26 related party transactions: sale of goods ₹29,416.54 Lakhs.
• Service income ₹20,116.45 Lakhs.
• Purchase of raw materials ₹7,228.48 Lakhs.
• Finished goods purchases ₹714.63 Lakhs.
• Capital purchases ₹6.99 Lakhs.
• Trade receivables from Waaree Energies Limited ₹20,961.41 Lakhs.
• Proposed RPT FY2026-27 with Waaree Energies: ₹905 Crore; 133.12% of prior turnover.
• RPT terms approved by Audit Committee; ordinary course.

Audit, controls and compliance

• Statutory auditors SGCO & Co LLP; unmodified report.
• Internal financial controls adequate; management certificate issued.
• No fraud reported; no material weaknesses disclosed.
• Secretarial audit: Jajodia & Associates; compliance certificate issued.
• Remuneration to directors FY2025-26: only sitting fees.

CSR and risk management

• CSR expenditure ₹22.36 Lakhs; 2% average net profit requirement.
• CSR Committee chaired by Hitesh Mehta; members Viren Doshi, Jayesh Shah.
• CSR project: Goa school building; Annexure-G disclosed.
• CSR policy available online; annual CSR report in Annexure-G.

Outlook and risks

• Opportunities: rising domestic solar demand; ALMM policy favorable.
• Risks: raw material price volatility; policy shifts; competition; macro uncertainty.