Citizen Solar Limited has announced that its board of directors will meet on Thursday, May 28, 2026. The primary agenda includes the consideration and approval of the audited standalone financial results for the quarter and financial year ended March 31, 2026. The board will also review the audited standalone financial statements, comprising the balance sheet, statement of profit and loss, cash flow statement, and notes to accounts.

The meeting will further deliberate on the audit report issued by the statutory auditors for the financial year ended March 31, 2026. Directors are expected to consider a declaration regarding the audit report with an unmodified opinion, as well as a statement on the impact of audit qualifications, if applicable.

Board Reconstitution and Committee Changes

In a significant corporate development, the board will consider and approve changes in the management and board composition of the company. These changes are intended to give effect to an order passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, sanctioning the Scheme of Amalgamation of Citizen Solar Private Limited into Citizen Infoline Limited. This process includes the resignation and appointment of directors, subject to shareholder and other applicable approvals.

Consequently, the board will also discuss the reconstitution of various committees, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

Appointments and Trading Window Closure

The board is scheduled to consider the appointment of M/s. R J & Associates, Cost Accountants, Ahmedabad, as the Cost Auditor for the financial years 2025-26 and 2026-27. This appointment follows the applicability of cost audit provisions arising from the amalgamation of Citizen Solar Private Limited with the company.

Pursuant to SEBI regulations, the trading window for dealing in the securities of the company has been closed since April 1, 2026. It will remain closed until 48 hours after the declaration of the audited financial results for the quarter and financial year ended March 31, 2026.

Citizen Infoline Limited has been formally renamed Citizen Solar Limited following the successful completion of a Scheme of Amalgamation with Citizen Solar Private Limited. The name change is backed by an order of the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, and a fresh Certificate of Incorporation issued by the Registrar of Companies, Central Processing Centre, Ministry of Corporate Affairs.

NCLT Order and Certificate of Incorporation

The Hon'ble NCLT, Ahmedabad Bench (Court-II), sanctioned the Scheme of Amalgamation between Citizen Solar Private Limited (Transferor Company) and Citizen Infoline Limited (Transferee Company) vide Order dated March 19, 2026, in CP (CAA) No. 47 (AHM) of 2025 in CA (CAA) No. 34 of 2025, under Sections 230 to 232 of the Companies Act, 2013. The Appointed Date for the Scheme is April 1, 2023, and the Scheme became effective on March 30, 2026, upon filing of E-Form INC-28 with the Registrar of Companies.

The Registrar of Companies, Central Processing Centre, subsequently issued a fresh Certificate of Incorporation on May 4, 2026, certifying the name change from Citizen Infoline Limited to Citizen Solar Limited. The company was originally incorporated under the name Citizen Securities Limited.

Application to BSE Limited

Pursuant to the above developments, the company has written to the Department of Corporate Services, BSE Limited, requesting the following:

• Update the company name in BSE records from "Citizen Infoline Limited" to "Citizen Solar Limited"
• Update the security name and all related records accordingly
• Reclassify the company's sector / industry classification to Renewable Energy / Solar / Clean Energy Sector, in view of the business activities of the company pursuant to the approved Scheme of Amalgamation and amended Main Objects

Share Capital and Allotment Under the Scheme

Upon the Scheme becoming effective, the authorized share capital of Citizen Solar Private Limited (Transferor Company) of ₹1,00,00,000/- (One Crore only) was clubbed with and added to the authorized share capital of the Transferee Company. Consequently, the authorized share capital of the company stands increased and reclassified to ₹15,50,00,000/- (Rupees Fifteen Crore Fifty Lakhs only) divided into 1,55,00,000 (One Crore Fifty-Five Lakhs) Equity Shares of ₹10/- (Rupees Ten only) each.

Prior to the allotment, the issued, subscribed and paid-up share capital of the company was ₹5,39,73,000 (Rupees Five Crore Thirty Nine Lakhs Seventy Three Thousand only) divided into 53,97,300 (Fifty Three Lakhs Ninety Seven Thousand Three Hundred) equity shares of ₹10/- each.

Pursuant to the Scheme, the Board of Directors approved the allotment of 86,46,000 (Eighty Six Lakhs Forty Six Thousand) equity shares of ₹10/- each, fully paid-up, to the eligible shareholders of the Transferor Company in the share exchange ratio of 11:1 (Eleven equity shares of the Transferee Company for every One equity share of the Transferor Company). Upon this allotment, the issued, subscribed and paid-up share capital of the company stands increased to ₹14,04,33,000 (Rupees Fourteen Crore Four Lakhs Thirty Three Thousand only) divided into 1,40,43,300 (One Crore Forty Lakhs Forty Three Thousand Three Hundred) equity shares of ₹10/- each.

The Record Date for determining eligible shareholders of the Transferor Company entitled to receive equity shares was fixed as March 31, 2026. The new equity shares allotted rank pari passu in all respects with the existing equity shares of the company and are to be credited in dematerialized form.

Key Scheme Provisions and Regulatory Compliance

The Scheme was approved by the NCLT after considering representations from the Regional Director (North-Western Region), the Registrar of Companies, the Official Liquidator, and the Income Tax Department. The Income Tax Department filed its no-objection to the scheme, while reserving its rights to determine tax implications in accordance with the provisions of the Income Tax Act, 1961. The Official Liquidator's fees were quantified at ₹20,000/- and the legal fees of the Regional Director were quantified at ₹25,000/-, both payable by the Transferee Company.

The accounting treatment for the amalgamation is to be adopted in terms of the Pooling of Interest Method as per IND AS-103. The Transferor Company stands dissolved without winding up upon the Scheme becoming effective, and all assets, liabilities, employees, and proceedings of the Transferor Company have been transferred to and vested in the Transferee Company with effect from the Appointed Date.

The company has confirmed compliance with all applicable SEBI circulars and BSE observations, and the No Objection Letter from BSE Limited was received on May 12, 2025. Necessary disclosures are to be made to BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.