Your Directors have great pleasure in presenting the 40^th Annual Report together with the Audited
Statement of Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

OPERATIONAL REVIEW& STATE OF COMPANY'S AFFAIRS:

During the financial year 2024-25, the Company has been generating revenue through Solar projects and
sale of commodities and further focusing on the research for new projects to be undertaken in the future.
The Company was able to generate higher revenues from its previous year. The Company recorded revenue
from operations of Rs.1260.40 Lakhs, as against the revenue of Rs.688.48 Lakhs in the previous year. As a
result of the preferential issue during the financial year, the Company was able to turn around its fortunes
and record a profit of Rs.18.89 lakhs for the year ended 31st March, 2025. This compares to a profit of
Rs.283.52 lakhs in the previous financial year. During the year Company had raised funds through
preferential issue for the new project under Green Hydrogen.

RESERVES:

Considering the need for retention of profits and enhancing internal revenue generation capabilities of the
Company during the financial year under review, the Directors do not propose the transfer of any amount to
the general reserve account. The profit for the Financial Year 2024-25 has been transferred to the Profit and
Loss Account.

DIVIDEND:

Considering the future expansion, your Directors do not recommend any dividend for the financial year
2024-25.

SHARE CAPITAL OF THE COMPANY:

As on 31^st March, 2025 the Authorized Share Capital of the Company is Rs.10,00,00,000/- divided into
1,00,00,000 Equity shares, having face value of Rs.10/- each and the Paid up Equity Share Capital, is

Rs.5,26,26,320/- divided into 52,62,632 Equity shares, having face value of Rs. 10/- each fully paid up.
During the year under review the Company has increased the authorized share capital of the Company from
Rs.6,00,00,000 to Rs.10,00,00,000.

Additionally, pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on
03^rd August, 2024, the Company issued 1,66,632 equity shares at a price of INR. 35.71 (including a premium
of Rs.25.71) per share (face value of INR 10/- each) to identified investors, by way of a preferential issue on
a private placement basis, for an aggregate consideration of INR 71,50,274/- (Rupees Seventy-One Lakh
Fifty Thousand Two Hundred Seventy-Four Only). The funds raised have been fully utilized in accordance
with the Objects stated in the Offer Document.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

The Company is not having any associate Company, Subsidiary Company or Joint venture.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposit falling within
the purview of the provisions of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) read with the
Companies (Acceptance of Deposits) Rules, 2014.Accordingly the requirement for furnishing of details of
deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not issued any loans or provided any Guarantees or made Investments covered under the
provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act, 2013 are not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators or Courts that would impact the
going status of the Company and its future operations.

CORPORATE GOVERNANCE REPORT: Not Applicable

As per Regulation 27(2) and Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Paid up Equity Share Capital of the Company being less than Rs.10 Crore and Net
worth being less than Rs.25 Crore as on 31^st March, 2025. Since the paid up capital of the Company is
Rs.5,26,26,320/-and net worth is Rs.32,57,240/- the Corporate Governance Report is not applicable to the
Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Board of Directors monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies of the
Company. Based on the report of internal audit function, the Company undertakes corrective action in their

respective areas and thereby strengthens the controls.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained,
Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;

(b) that the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the Company for that
period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available on the
website of the Company at the link: https://splsolar.in/Investor/R&R.html

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, during the year 2024-25 there were following changes takes place in the Composition of
Board of Directors:

1. Mr. Nandakumar Kalath (DIN: 00041727) was appointed as the Non-Executive Non-Independent
Director of the Company w.e.f. May25, 2024 and subsequently he tendered his resignation as a
Chairman and Non-Executive Director of the Company with effect from September 12, 2024;

2. Mr. Tarang Mehta, (DIN: 01528135) was appointed as the Non-Executive Independent Director of
the Company w.e.f. May25, 2024and subsequently he tendered his resignation as a Chairman and
Non-Executive Independent Director with effect from November 14, 2024, who;

3. Mr. Manish Jain (DIN: 01310249) who was appointed as the Non-Executive Independent Director
of the Company w.e.f. May25, 2024and subsequently he tendered his resignation as a Chairman and
Non-Executive Independent Director with effect from November 14, 2024;

4. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive Officer of the
Company with effect from July 06, 2024 and before that he tendered his resignation as an
Independent Director of the Company with effect from July 06, 2024;

5. Mr. Dinesh Agarwal (DIN: 02854858) was appointed as the Director-Finance and Chief Financial
Officer (CFO) of the Company w.e.f. July 06, 2024, and subsequently he tendered his resignation as
a Director Finance & Chief Finance Officer (CFO) with effect from November 21, 2024;

6. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of the Company
w.e.f. July 09, 2024 and thereafter regularized in its 39th AGM held on August 03, 2024;

7. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the Company
w.e.f. September 12, 2024 and thereafter regularized in its 01/2024-25 Extraordinary General
Meeting (EGM) held on December 10, 2024;

8. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director w.e.f.
November 14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM)
held on December 10, 2024;

9. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company w.e.f. February
13, 2025.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and
Disclosure Requirements).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following persons are the Directors and Key Managerial Personnel of the Company as on 31^st March,
2025:

In accordance with Section 152 of the Companies Act, 2013, *Mr. Navinchandra Joshi, Executive Director of the
Company retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers
himself for re-appointment.

Note: During the financial under review following changes in the composition of Board of Directors of
the Company:

1. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of the Company w.e.f.
July 09,2024 and thereafter regularized in its 39th AGM held on August 03,2024;

2. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive Officer of the
Company with effect from July 06,2024;

3. Mr. Shankar Iyer (DIN: 03038466), Independent Director of the Company appointed as a Chairman of the
Company with effect from November 14,2024;

4. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the Company w.e.f.
September 12, 2024 and thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM)
held on December 10,2024;

5. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director w.e.f. November
14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM) held on
December 10,2024;

6. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company w.e.f. February 13,
2025.

BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing
Regulations, the Board has carried out an evaluation after taking into consideration various aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution and performance of
specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors, Audit Committee, Nomination and Remuneration
Committee, Stakeholder's Relationship Committee and the Board of Directors was carried out by the entire
Board, and the performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors throughout the standard set of questionnaire to be evaluated on a scale of 1 to
5 in accordance with the Companies Act and the SEBI guidelines. The Board of Directors expressed their
satisfaction with the evaluation process.

REMUNERATION POLICY:

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommends
the Board about remuneration for Directors and Key Managerial Personnel and other employees up to one
level below of the Key Managerial Personnel. Remuneration by way of sitting fee for attending the meetings
of Board and committees and commission on profit not exceeding the limit specified in the Companies Act,
2013 is paid to independent Directors of the Company. Remuneration payable to Non-Executive

Independent Directors is determined in accordance with the criteria laid down in the Nomination and
Remuneration Policy of the Company.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment
and remuneration of Directors & Key Managerial. All the appointment, re-appointment and remuneration of
Directors and Key Managerial Personnel are in compliance of the Nomination and Remuneration Policy of
the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
pursuant to Section 149 (6) of the Companies Act, 2013.

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as Specified in Section
164(2) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company conducts programmes/presentations periodically to familiarize the Independent Directors
with the nature of industry in which the Company operates, business model of the Company, Board
dynamics & functions, Management techniques and role, rights & responsibilities of Independent Directors
through its Executive Directors. The details of such familiarization programmes have been disclosed on the
Company's website at (https: //www.splsolar.in/).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2025, Six (6) Board Meetings were held on the following dates:

1. 25^th May, 2024

2. 06^thJuly, 2024

3. 14^th August, 2024

4. 12^th September, 2024

5. 14^thNovember, 2024

6. 13^th February, 2025

The composition and Category of Board of Directors as on 31^st March, 2025is as under: -

*Mr. Navinchandra Joshi, Executive Director of the Company retires by rotation at the forthcoming Annual

General Meeting (AGM) and being eligible, offers himself for re-appointment.

#Excluding Directorships in Foreign Companies.

Note:

1. Mr. Harishchandra Naukudkar (DIN: 07556138) tendered his resignation as a Chairman and Independent
Director and re-designated as a Chief Executive Officer of the Company with effect from July 06,2024;

2. Mr. Nandakumar Kalath (DIN: 00041727) tendered his resignation as a Non-Executive Director of the
Company with effect from September 12,2024;

3. Mr. Tarang Mehta, (DIN: 01528135) tendered his resignation as a Chairman and Non-Executive
Independent Director with effect from November 14,2024;

4. Mr. Manish Jain, (DIN: 01310249) tendered his resignation as a Non-Executive Independent Director of
the Company with effect from November 14,2024;

5. Mr. Dinesh Agarwal (DIN: 02854858), tendered his resignation as a Director Finance & Chief Finance
Officer (CFO) with effect from November 21,2024.

Memberships of the Directors in various Committees are within the permissible limits of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The members of the Board have been
provided with the requisite information mentioned in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 well before the Board Meetings.

COMMITTEE MEETINGS:

AUDIT COMMITTEE:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is having in place an Audit Committee comprising of Independent Directors
and Non-Executive Director. The Audit Committee acts in accordance with the terms of reference specified
from time to time by the Board. All the Members of the Audit Committee are financially literate.

Audit Committee meets Five (5) times in the financial year ended 31^st March, 2025, on following dates:

1. 25th May, 2024

2. 06thJuly, 2024

3. 14^th August, 2024

4. 14^thNovember, 2024

5. 13^th February, 2025

At the beginning of the year under review 2024-25, the Audit Committee of the Company comprised of the
following members:

During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the Chairman and
Independent Director of the Company and induction of Mr. Tarang Mehta, Independent Director of the
Company and Mr. Manish Jain, Independent Director, the Audit Committee was reconstituted on 06^th July,
2024 and comprises of the following members as enumerated below:

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the Company
and Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent Director of

the Company have resigned from their designated post; hence again, the Audit Committee was reconstituted
on 14^th November, 2024 and comprises the following members as enumerated below:

The attendance of the members at the Audit Committee Meetings are as under:

At the invitation of the Committee, other Financial Executives of the Company also attended the meetings to
respond to queries raised at the Committee meetings.

NOMINATION & REMUNERATION COMMITTEE:

The Company is having in place the Nomination and Remuneration Committee (“NRC”) for reviewing and
recommending the remuneration payable to the Directors and senior executives of the Company and
assisting the Board with respect to the process of appointment or re-election of Chairman of the Board of
Directors and other executive and non-executive Directors.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the
Meetings are as under:

During the financial year ended 31^st March, 2025, Nomination & Remuneration Committee meet Five (5)
times on the following date:

1. 25^th May, 2024

2. 06^thJuly, 2024

3. 12^th September, 2024

4. 14^thNovember, 2024

5. 13^th February, 2025

At the beginning of the year under review 2024-25, the Nomination & Remuneration Committee of the
Company comprised of the following members:

During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the Chairman and
Independent Director of the Company and induction of Mr. Tarang Mehta, Independent Director of the
Company, the Nomination & Remuneration Committee was reconstituted on 06^th July, 2024 and comprises of
the following members as enumerated below:

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the
Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent
Director of the Company have resigned from their designated post; hence again, the Nomination&
Remuneration Committee was reconstituted on 14^th November, 2024and comprises the following members
as enumerated below:

The attendance of the members at the Nomination & Remuneration Committee Meetings are as under:

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors
including determining qualifications and independence of a Director, Key Managerial Personnel (KMP),
Senior Management Personnel and their remuneration as part of its charter and other matters provided
under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013,
the nomination and remuneration policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of Directors and policies
of the Company relating to remuneration of Directors, KMP and other employees is available on the
Company's website https://splsolar.in/Policies. We affirm that the remuneration paid to Directors, senior
management and other employees is in accordance with the remuneration policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having in place the Stakeholders Relationship Committee (“SRC”) for the redressal of the
grievances of security holders of the Company.

Composition, Meetings and Attendance of the committee is as follows:

During the financial year ended 31^st March, 2025, Stakeholders Relationship Committee meeting One (1)
time on the following date:

1. 13^th February, 2025.

At the beginning of the year under review 2024-25, the Stakeholders Relationship Committee of the
Company comprised of the following members:

In the year 2023-24, Mr. Yash Dharmendra Sanghvi, Independent Director of the Company and during the
year 2024-25, Mr. Harishchandra Naukudkar, Chairman and Independent Director of the Company have
resigned from their designated post; and induction of Mr. Tarang Mehta, Independent Director of the
Company, hence the Stakeholders Relationship Committee was reconstituted on 06^th July, 2024 comprises
the following members as enumerated below:

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the
Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent
Director of the Company have resigned from their designated post; and induction of Mr. Sundar
Venkataraman, Independent Director of the Company hence again, the Stakeholders Relationship Committee
was reconstituted on 14^th November, 2024and comprises the following members as enumerated below:

The attendances of the members at the Stakeholders Relationship Committee Meetings are as under:

SEXUAL HARASSMENT:

The Constitution of Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”) is not applicable to the Company
since the Company has less than 10 employees. Yet as a part of good governance, the Board monitors and
assesses the complaints received, if any from the employees relating to sexual harassment at workplace in
accordance with the Act and rules made there under. During the year under review, no complaints were
reported or pending.

Maternity Benefit Act: During the financial year 2024-25, Sterling Powergensys Limited had no women
employees on its rolls. Accordingly, there were no instances requiring the grant of maternity benefit. The
Company affirms its commitment to comply with the provisions of the Maternity Benefit Act, 1961, and will
ensure full compliance as and when applicable. This disclosure is made pursuant to the Companies
(Accounts) Second Amendment Rules, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds
and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has been posted on the website of
the Company i.e. www.splsolar.in.

RELATED PARTY TRANSACTIONS:

During the year, your Company has not entered into any contracts, arrangements or transactions that fall
under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to
your Company for FY2024-25 and hence does not form part of this report.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities
Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the
investors have an option to hold the shares of the Company in a dematerialized form in either of the two
Depositories. The Company has been allotted ISIN No. INE067E01013. Shareholders therefore are requested
to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they
have their Demat Accounts for getting their holdings in electronic form.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Acts
& Rules framed thereunder either to the Company or to the Central Government.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and
Employees of the Company. This will help in dealing with ethical issues and also foster a culture of
accountability and integrity. The Code has been posted on the Company's website www.splsolar.in.All the
Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. D. G. M. S. & Co., Chartered Accountants, Mumbai (FRN- 112187W) (Previously known as M/s. Doshi
Maru & Associates), were appointed as the Statutory Auditors of the Company at its 37^th Annual General
Meeting from the conclusion of the said meeting until the conclusion of the 42^ndAnnual General Meeting at
such remuneration as fixed by the Board of Directors of the Company. They have audited the financial
statements of the Company for the year under review. The report of the Statutory Auditors, M/s. D. G. M. S. &
Co, Chartered Accountants on the financial statements of the Company for the financial year 2024-25forms
part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of
financial statements for the Financial Year 2024-25and there is no qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, the Company has appointed CS Deepak
Chheta, a Practicing Company Secretary having COP No.: 20966 to undertake the Secretarial Audit of the
Company for the period under review. The Secretarial Audit report for the Financial Year 2024-25is annexed
herewith as Annexure A and forms an integral part to this Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The Statutory Auditor's Report does not contain any qualifications, reservations or adverse remarks, but
Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2) of Listing Obligation,
Disclosure Requirements, Regulations, 2015 stated the following:

However, your Directors assure that the Company continues its principles of abiding by the Law in its Letter
and Spirit. Your Directors are putting maximum efforts to make Company fully compliant in all respects and
expect Company to be fully compliant at the earliest

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in “Annexure B” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under
Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented
in the separate section forming part of this Annual Report as “Annexure C”

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in
a proactive and efficient manner. The Board periodically reviews the risks and measures taken for
mitigation.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances,
environmental regulations and preservation of natural resources at the Plant.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is Annexed here as “Annexure D”. Further, the Company does not have any employee
whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Company's Shares are listed on Bombay Stock Exchange (BSE Limited).

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and there are no commitments, affecting the financial position of the
Company, which occurred between the end of the financial year to which these financial statements relate
and the date of this Report.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable secretarial standards
issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Buyback of shares.

4. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

5. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.
ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation to the Company's Shareholders, Vendors and
Stakeholders including Banks, Government authorities, other business associates, who have extended their
valuable sustained support and encouragement during the year under review. The Directors also wish to
place on record their appreciation for impressive growth achieved through the competence, hard work,
solidarity, cooperation and support of employees at all levels.

DATE: September 04, 2025 By order of the Board

REGISTERED OFFICE: For STERLING POWERGENSYS

OFFICE NO. 816, 8TH FLOOR, RAJHANS HELIX 3, LIMITED

L B S MARG. OPP HDFC BANK, GHATKOPAR WEST,

MUMBAI, MAHARASHTRA, 400086. _Sd/_-

SANKARAN VENKATA

STERLING POWERGENSYS LIMITED SUBRAMANIAN

MANAGING DIRECTOR

Email: investor@splsolar.in (DIN: 00107561)

Sd/-

RAJLAXMI IYAR
DIRECTOR
(DIN:00107754)