Solarworld Energy Solutions Limited has initiated a postal ballot process to seek shareholder approval for several key resolutions, including the appointment of independent directors and alterations to its Memorandum of Association. The company has also placed resolutions for approving material related party transactions with its promoters and wholly-owned subsidiaries. The remote e-voting facility will be available to members whose names appear in the register of members or beneficial owners as of May 8, 2026.

Appointment of Independent Directors

The Board of Directors has recommended the appointment of four individuals as Non-Executive Independent Directors for a term of five years commencing from May 1, 2026, to April 30, 2031. The proposed appointees include Mr. Rajiv Gupta, Ms. Ritu Hastir, Mr. Subhash Kumar Changoiwala, and Mr. Upendra Goyal. Additionally, shareholders are requested to approve the continuation of Mr. Upendra Goyal’s directorship beyond September 10, 2026, as he attains the age of 75 years on that date. These appointments require approval via special resolution.

Alteration of Memorandum of Association

The company has proposed alterations to the Object Clause of its Memorandum of Association. The resolution seeks the deletion of sub-clauses 6 to 9 under Clause III(a), which pertain to the business of food products, as the company is currently focused on solar energy. Furthermore, the company seeks to insert new sub-clauses 41 and 42 under Clause III(b) to provide enabling provisions for borrowing funds and investing its resources, subject to applicable laws.

Related Party Transactions

Shareholders are also asked to approve ordinary resolutions for material related party transactions with promoter entities and directors. The company seeks approval to enter into transactions with Pioneer Facor IT Infradevelopers Private Limited, Mr. Kartik Teltia, Mr. Rishabh Jain, Mr. Sushil Kumar Jain, and Mr. Mangal Chand Teltia. The aggregate limits for these transactions for the financial year 2026-27 are detailed below:

Subsidiary Transactions

Resolutions have also been proposed for related party transactions involving the company’s wholly-owned subsidiaries: ZNShine Solarworld Private Limited, Kartik Solarworld Private Limited, and Solarworld BESS ONE Private Limited. These transactions involve corporate and personal guarantees extended by promoters and related parties to facilitate borrowing requirements for the subsidiaries. The aggregate values for these transactions are ₹250 crore, ₹400 crore, and ₹640 crore respectively.

E-Voting Schedule

The company has appointed National Securities Depository Limited (NSDL) as the agency for providing the remote e-voting facility. The voting period commences on Friday, May 15, 2026, at 9:00 A.M. IST and concludes on Saturday, June 13, 2026, at 5:00 P.M. IST. Members can cast their votes electronically during this period. The results of the postal ballot will be declared within the prescribed timelines and communicated to the stock exchanges.

Solarworld Energy Solutions Limited announced key board decisions following its meeting held on May 1, 2026. The Board approved the appointment of four Additional Independent Directors and alterations to the company's Memorandum of Association (MOA), both subject to shareholder approval through a postal ballot process. The meeting commenced at 4:00 p.m. IST and concluded at 5:50 p.m. IST on May 1, 2026.

Board Appointments

The Board, based on recommendations from the Nomination and Remuneration Committee, approved the appointment of four professionals as Non-Executive Independent Directors effective May 1, 2026. The following table summarises the key details of each appointment:

All four directors have been appointed for a term of five years, not liable to retire by rotation, subject to shareholder approval. Each director satisfies the independence criteria under the Companies Act, 2013, and SEBI Listing Regulations, and is not related to any existing director of the company. None of the appointees are debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Director Profiles

Mr. Rajiv Gupta brings over 35 years of extensive experience in the power and renewable energy sector, including leadership roles within the NTPC Group. He has served as Chief Executive Officer of NTPC Green Energy Limited and NTPC Renewable Energy Limited, driving strategic initiatives and expanding renewable energy capacity. He has held senior positions such as Chief General Manager and General Manager at NTPC Limited, and is currently working as a Consultant with Advance Corporate Advisory Private Limited.

Ms. Ritu Hastir holds an MBA in Marketing & Human Resources from the Indian Institute of Planning & Management, New Delhi, and a BBA degree from Jagannath Institute of Management Studies, New Delhi. She possesses professional experience in the logistics and shipping industry, having been associated with India Infrastructure & Logistics Private Limited and Arshiya Limited in various capacities across customer service and commercial operations.

Mr. Subhash Kumar Changoiwala is a qualified Chartered Accountant with over 42 years of experience in Accounts, Finance & Taxation. He possesses expertise in financial management, corporate governance, regulatory compliance, and strategic planning.

Mr. Upendra Goyal is a finance and corporate governance professional with over four decades of industry exposure. He is a member of both the Institute of Chartered Accountants of India (ICAI) and the Institute of Company Secretaries of India (ICSI), and served as Executive Director (Finance) at Oil & Natural Gas Corporation (ONGC) Limited. He holds a Bachelor's degree in Commerce from Punjab University with specialization in Economics and has undergone an Advanced Management Programme from IIM Lucknow. He is currently engaged in professional practice as a Partner at Manoj Mohan & Associates, Chartered Accountants.

MOA Alterations

The Board approved alterations to the Object Clause of the MOA, subject to shareholder approval. The key changes are outlined below:

The existing sub-clauses numbered 6 to 9 under Clause III(a), relating to the business of food products, are proposed to be deleted, with all remaining clauses under Clause III(a) and Clause III(b) to be renumbered accordingly. New sub-clauses will be inserted after the existing sub-clause 40 under Clause III(b), covering matters necessary for the furtherance of the objects specified in Clause III(a).

Postal Ballot Process

The company will conduct a postal ballot process through remote e-voting facilities to seek shareholder approval for the director appointments and MOA alterations. This process will be conducted in accordance with Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014. Varsha Bharti, Company Secretary and Compliance Officer (Membership No.: A37545), signed the regulatory filing.