Citizen Solar Limited has submitted a belated disclosure to BSE Limited regarding an inter-se transfer of 6,00,000 equity shares that took place on 09 January 2017. The shares were acquired by Mr. Harsh Omprakash Jain, a member of the Promoter Group, through gift deeds from Mr. Dhanpatraj Lalchand Jain and Mrs. Sangita Dhanpatraj Jain. This transaction increased the acquirer's shareholding to 13.51%, representing 7,28,995 shares, while the aggregate holding of the Promoter Group remained unchanged at 57.83%.

The transfer was executed under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which provides an exemption from making an open offer for inter-se transfers among promoters. The consideration for the transfer was NIL, as it was conducted out of natural love and affection. The document notes that the acquisition price satisfied the conditions under Regulation 10(2)(a), given that the Volume Weighted Average Price (VWAP) for the 60 days preceding 31 January 2017 was ₹5.77 per share.

Regulatory Filing Details

The report acknowledges a significant delay in compliance. While the prior intimation under Regulation 10(5) was filed on 31 January 2017, the post-acquisition report required under Regulation 10(6) was submitted on 11 June 2026, missing the statutory deadline of 13 January 2017. The company attributed the delay to inadequate compliance infrastructure at the relevant time and stated that the belated filing was pursuant to an ongoing regulatory engagement with SEBI regarding FY 2016-17 promoter transactions.

Transaction Breakdown

The following table details the share transfer activity:

Shareholding Pattern

The transfer altered the individual holdings within the Promoter Group without changing the group's aggregate stake. The pre-transaction and post-transaction shareholding details are as follows:

The total paid-up capital of Citizen Solar Limited stands at 53,94,000 Equity Shares of ₹10 each. The company confirmed that both transferors and the transferee have been named as promoters in the shareholding pattern filed with the exchange for over three years prior to the acquisition.

Citizen Solar Limited reported a robust financial performance for the financial year ended March 31, 2026, with net profit rising 93% to ₹2,242.73 lakhs from ₹1,163.42 lakhs in the previous year. Revenue from operations surged to ₹31,092.29 lakhs, compared to ₹18,568.86 lakhs in FY25, driven primarily by the company's solar panel manufacturing segment. The board of directors approved the audited standalone financial results at a meeting held on May 28, 2026, which also sanctioned the reconstitution of the board following the amalgamation of Citizen Solar Private Limited with the company.

Financial Performance

The company delivered strong growth across key metrics for both the quarter and the full year. For the quarter ended March 31, 2026, revenue from operations stood at ₹10,976.95 lakhs against ₹8,483.24 lakhs in the corresponding quarter of the previous year. Total income for FY26 reached ₹31,204.10 lakhs, up from ₹18,630.84 lakhs in the prior year. Profit before tax for the year increased to ₹3,012.13 lakhs from ₹1,576.50 lakhs.

The statutory auditors, Krutesh Patel & Associates, Chartered Accountants, issued an audit report with an unmodified opinion on the standalone financial results. The financial statements were prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

Balance Sheet and Cash Flows

Total assets expanded significantly to ₹17,744.90 lakhs as of March 31, 2026, from ₹5,585.08 lakhs in the previous year. This growth was driven by capital work-in-progress of ₹7,933.13 lakhs and property, plant and equipment of ₹4,223.03 lakhs. Total equity stood at ₹4,187.92 lakhs, comprising equity share capital of ₹1,404.33 lakhs and other equity of ₹2,783.59 lakhs.

Cash flow from operating activities for FY26 was ₹2,101.66 lakhs, while cash used in investing activities was ₹10,237.57 lakhs, largely due to capital expenditure. Net cash generated from financing activities was ₹8,141.01 lakhs, primarily from proceeds of borrowings.

Amalgamation and Board Reconstitution

The Scheme of Amalgamation between Citizen Solar Limited (transferee) and Citizen Solar Private Limited (transferor) was approved by the National Company Law Tribunal (NCLT), Ahmedabad Bench, on March 25, 2026. The scheme, with an appointed date of April 1, 2023, has been accounted for using the Pooling of Interest Method. Consequently, financial statements have been restated for all periods from the appointed date.

Following the amalgamation, the board approved the resignation of Mr. Ravindra Jain as Director, effective May 29, 2026. Five new directors were appointed for a term of five years, subject to shareholder approvals. The newly appointed directors include Mr. Tansukhraj Lalchand Jain, Mr. Harsh Omprakash Jain, Mr. Haresh Kumar Jivanlal Parmar, Mr. Sagar Tansukhraj Jain, and Mr. Vikas Agrawal.

The board also reconstituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee with effect from May 28, 2026. Additionally, M/s. R J & Associates, Cost Accountants, were appointed as Cost Auditor for FY 2025-26 and FY 2026-27.