On behalf of the Board of Directors, it is our pleasure to present the 17th Director’s Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 (“FY 2025-26”) along with the Auditors’ Report thereon.
The Board places on record its sincere appreciation and gratitude to all the shareholders for their continued trust and support in the Company. Your confidence has been instrumental in enabling the Company to pursue its strategic objectives and strengthen its market position. The Board remains committed to maintaining the highest standards of corporate governance, transparency and accountability, while focusing on sustainable growth, long-term value creation and safeguarding the interests of all stakeholders.
1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)
The key financial highlights of the Company for FY 2025-26 as compared to the preceding FY 202425, on a standalone and consolidated basis are summarized below:
(? in Lakhs)
| |
For the Year ended March 31
|
|
Particulars
|
2026
|
2025
|
2026
|
2025
|
| |
Consolidated
|
Standalone
|
|
Revenue from Operations
|
41,919.35
|
32,979.34
|
38,983.85
|
30,705.73
|
|
Profit Before Tax
|
4,105.50
|
3,779.20
|
35,98.04
|
3,485.82
|
|
Less: Current Tax
|
1,398.75
|
968.54
|
1,247.48
|
894.93
|
|
Deferred Tax
|
(330.05)
|
9.96
|
(323.89)
|
10.55
|
|
Income Tax earlier years
|
4.69
|
-
|
-
|
-
|
|
Profit for the Year before Minority Interest
|
3,032.11
|
2,800.70
|
2,674.45
|
2,580.34
|
|
Minority Interest
|
74.84
|
46.37
|
-
|
-
|
|
Profit for the Year
|
2,957.27
|
2,754.33
|
2,674.45
|
2,580.34
|
|
Earnings per share (Basic)
|
13.46
|
27.21
|
12.17
|
25.49
|
|
Earnings per share (Diluted)
|
13.46
|
27.21
|
12.17
|
25.49
|
|
Figures in brackets represents negative figures
|
2. STATE OF COMPANY AFFAIRS Standalone:
The Company has achieved a total revenue of Rs. 38,983.85 Lakhs during the financial year ended March 31, 2026 as against a total revenue of Rs. 30,705.73 Lakhs in the corresponding previous financial year ended March 31, 2025. Profit before tax for the year stood at Rs. 35,98.04 Lakhs compared to Rs. 3,485.82 Lakhs for the previous corresponding year. The Profit after tax for the period stood at Rs. 2,674.45 Lakhs as against a profit of Rs. 2,580.34 Lakhs during the corresponding year.
Consolidated:
The Company has achieved a consolidated total revenue of Rs. 41,919.35 Lakhs during the financial year ended March 31, 2026 as against a total revenue of Rs. 32,979.34 Lakhs in the corresponding previous financial year ended March 31, 2025. Consolidated profit before tax for the year stood at Rs. 4,105.50 Lakhs compared to Rs. 3,779.20 Lakhs for the previous corresponding year. The Profit after tax for the period stood at Rs. 2,957.27 Lakhs as against a profit of Rs. 2,754.33 Lakhs during the corresponding year.
3. RESERVE & SURPLUS
The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.
4. COMPANY AFFAIRS
i. Business Segments: Company operates into single business segment
ii. Change in status of the Company: Status of the Company is Public Limited. There is no change during the period under review.
iii. Key Business Developments: During the year under review, the Company achieved the growth of 27% in turnover driven by robust demand and improved execution across projects. Profit after tax rose to ?29.6 crore in FY26 from ?27.5 crore in FY25, demonstrating our ability to scale operations while maintaining healthy profitability. And expanding the horizons for business opportunities, the Company incorporated the subsidiary Companies in UAE, Mauritius, Uganda and Zambia. With a stronger operational foundation, improving execution capabilities, and sustained demand tailwinds in the renewable energy sector, we remain focused on driving long-term growth while maintaining financial discipline and delivering long-term value for all stakeholders. The Company has done partnership with IDMC(NDDB) to solarize India’s dairy cold chain network by deploying hybrid solar - battery system for 10,000 bulk milk coolers over the period of 3 years.
i. Change in FY: There is no change in Financial Year.
ii. Capex Programmes: During the period under review the company has made following expenses in capex:
(? in Lakhs)
|
Sr. No.
|
Particular
|
Addition during the Year
|
|
1.
|
Land
|
95.41
|
|
2.
|
Building
|
16,04.62
|
|
3.
|
Plant and Equipment
|
0.71
|
|
4.
|
Furniture and Fixtures
|
100.36
|
|
5.
|
Office Equipment
|
4.84
|
|
6.
|
Computers
|
25.78
|
|
7.
|
Computer Software
|
15.94
|
5. CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there was no change in the nature of business of the Company. The Company continues to carry on its existing line of business and remains focused on strengthening its operational capabilities and improving efficiencies. Also, there has been no change in the nature of business carried on by the Company’s subsidiary during the year under review.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and up to the date of the report. Apart from incorporation of Joint venture Company in the UAE by the wholly owned subsidiary Company in UAE, though it is not material in nature affecting financial position of the Company.
7. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT
The Company, during past 3 FYs, have not revised its financial statements, either voluntarily or due to order of any court or authority or tribunal.
8. CREDIT RATING
The Company has not taken any Credit Rating in respect of any securities during the period under review.
However, India Ratings and Research (Ind-Ra), a Fitch Group Company, has assigned Rating of IND BBB-/Stable/IND A3 for the bank loan facilities of the Company on September 11, 2025.
9. DIVIDEND
In order to conserve the resources of the Company, the Board did not recommend any dividend for the financial year under review. Although FY 2025-26 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended March 31, 2026.
Further, no interim dividend was declared during the FY financial year 2025-26.
The Company has Dividend Declaration policy and is available at website of company at https://www.sahaisolar.com/wp-content/uploads/2025/09/17.-Dividend-DIstribution-Policv.pdf.
10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
No amounts, declared as dividend in past years became due to be transferred to the IEPF.
11. SHARE CAPITAL OF THE COMPANY
|
Sr. No.
|
Particulars
|
Amt (?)
|
|
A.
|
AUTHORISED SHARE CAPITAL
|
|
| |
3,00,00,000 Equity Shares of face value of Rs.10/- each
|
30,00,00,000
|
| |
|
|
B.
|
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
|
|
| |
2,19,72,020 Equity Shares of face value of Rs.10/- each
|
21,97,20,200
|
A. Following changes have been made in the Authorised Share Capital of Company during the reporting period
The Authorised Share Capital of the company has been increased from Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 2,20,00,000 (Two Crore Twenty Lacs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 30,00,00,000/-(Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10/- (Rupees Ten Only) each vide an ordinary resolution passed at a duly convened Annual General Meeting held on September 29, 2025.
B. Following changes have been made in the Paid-up Share Capital of Company during the reporting period
• Buy Back of Securities - No
• Issue of Shares on Preferential basis - No
• Issue of shares on Right basis - No
• Bonus Shares - The company has made an allotment of 1,09,86,010 (One Crore Nine Lacs Eighty-Six Thousand and Ten Only) Equity Shares having a Face Value of Rs. 10/- each at par in the Ratio of 1:1.
• Employees Stock Option Plan - No
• Shares issued with differential rights - No
• Issue of warrants: No
• Issue of debentures, bonds or any non-convertible securities - No
• Issue of Sweat Equity Shares - No
• change in voting rights - No
• reclassification or sub-division of the authorised share capital - No
• reduction of share capital or buy back of shares - No
• Withdrawal of Preferential Issue: During the financial year 2025-26, the Company had approved preferential issue of equity shares and submitted the in-principle application to the Stock Exchange. However, after evaluating current market conditions, valuation parameters, and strategic financial objectives, the Company voluntarily withdrew the in-principle application. The Board of Directors took note of the said withdrawal in the interest of the Company and its stakeholders.
12. CHANGE IN NAME OF THE COMPANY
During the year under review, Company has not changed the Name.
13. CHANGE IN REGISTERED OFFICE
During the year under review, the Company has not changed its Registered Office.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company as on March 31, 2026 comprised of Seven (7) Directors out of which Three (3) are Executive Directors and One (1) is Non-Executive Non-Independent Director and Three (3) are Non-Executive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.
Retirement by rotation and subsequent re-appointment: Mr. Shardul Hemant Thakore (DIN: 11256962), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment. Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company
Changes During the Financial Year 2025-2026
During the financial year under review, the following changes occurred regarding the Directors and Key Managerial Personnel (KMP):
|
Name of Directors/KMP
|
DIN/PAN
|
Position
|
Date of appointment
|
Date of cessation
|
Applicability of rotation
|
|
Shardul Hemant Thakore
|
11256962
|
Additional
Executive
Director
|
04/09/2025
|
-
|
Applicable
|
|
Niren
Gautambhai Dalal
|
03361624
|
Additional
Non
Executive
Independent
Director
|
04/09/2025
|
-
|
Not
Applicable
|
|
Shardul Hemant Thakore
|
11256962
|
Regularise as an Executive Director in the AGM
|
29/09/2025
|
-
|
Applicable
|
|
Niren
Gautambhai Dalal
|
03361624
|
Regularise as a NonExecutive Independent Director in the AGM
|
29/09/2025
|
-
|
Not
Applicable
|
|
Poonam
Pravinbhai
Panchal
|
*****6934
N
|
Company Secretary & Compliance Officer
|
-
|
26/02/2026
|
Not
Applicable
|
|
Yagnavalkya
Munindrabhai
Joshi
|
*****2804
D
|
Company Secretary & Compliance Officer
|
07/03/2026
|
-
|
Not
Applicable
|
Composition as of March 31, 2026
As of the closure of the financial year on March 31, 2026, the Directors and Key Managerial Personnel of the Company were as follows:
|
Sr.
No.
|
Name of Directors/KMP
|
Designation
|
DIN/PAN
|
Date of appointment
|
Date of cessation
|
Applicability of rotation
|
|
1
|
Pramit
Bharatkumar
Brahmbhatt
|
Chairman & Managing Director
|
02400764
|
04/11/2014
|
-
|
NA
|
|
2
|
Kanaksinh Agarsinh Gohil
|
Executive
Director
|
02917131
|
04/11/2014
|
-
|
Applicable
|
|
3
|
Shardul Hemant Thakore
|
Executive
Director
|
11256962
|
04/09/2025
|
-
|
Applicable
|
|
4
|
Dilip Balshanker Joshi
|
Non
Executive
Independent
Director
|
10212458
|
01/07/2023
|
-
|
NA
|
|
5
|
Amita Jatin Parikh
|
Non
Executive
Independent
Director
|
10227065
|
05/07/2023
|
-
|
NA
|
|
6
|
Sureshchandra Naharsinh Rao*
|
Non
Executive
Director
|
10212702
|
01/07/2023
|
-
|
NA
|
|
7
|
Niren
Gautambhai
Dalal
|
Non
Executive
Independent
Director
|
03361624
|
04/09/2025
|
-
|
NA
|
|
8
|
Manan
Bharatkumar
Brahmbhatt
|
Chief
Financial
Officer
|
*****1708G
|
13/07/2023
|
-
|
NA
|
|
9
|
Yagnavalkya
Munindrabhai
Joshi
|
Company Secretary and Compliance Officer
|
*****2804D
|
07/03/2026
|
-
|
NA
|
*Note: Except for the resignation of Mr. Sureshchandra Naharsinh Rao as a Non-Executive, NonIndependent Director with effect from July 27, 2026, there have been no change in the composition of the Board of Directors or Key Managerial Personnel between the end of the financial year March 31, 2026 and the date of signing of this Board Report.
15. KEY MANAGERIAL PERSONNEL (KMP)
In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act’), the following are the KMPs of the Company:
• Pramit Bharatkumar Brahmbhatt - Managing Director
• Manan Bharatkumar Brahmbhatt - Chief Financial Officer
• Poonam Pravinbhai Panchal - Company Secretary and Compliance Officer*
• Yagnavalkya Munindrabhai Joshi- Company Secretary and Compliance Officer*
*Poonam Pravinbhai Panchal, Company Secretary and Compliance Officer was resigned w.e.f. February 26, 2026 and Yagnavalkya Munindrabhai Joshi was appointed as a Company Secretary and Compliance Officer w.e.f. March 7, 2026.
16. DECLARATION BY INDEPENDENT DIRECTORS
Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).
|
17. DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
|
|
|
A. BOARD OF DIRECTORS
|
|
|
|
|
|
During the financial year 2025-26, 8 (Eight) meetings of the Board of Directors were held and the details of meetings attended by the Directors are as follows:
|
|
Sr.
No.
|
Date of Meeting
|
Number of Directors Present
|
|
|
1
|
April 3, 2025
|
5
|
|
|
2
|
April 24, 2025
|
5
|
|
|
3
|
June 23, 2025
|
4
|
|
|
4
|
August 8, 2025
|
4
|
|
|
5
|
September 4, 2025
|
6
|
|
|
6
|
November 11, 2025
|
7
|
|
|
7
|
January 6, 2026
|
7
|
|
|
8
|
March 7, 2026
|
6
|
|
|
The details of meetings attended by the Directors and KMP are as follows:
|
|
|
Sr.
No.
|
Name of Director/KMP
|
No. of Meetings entitled to attend
|
No. of meetings attended
|
|
1
|
Pramit Bharatkumar Brahmbhatt
|
8
|
8
|
|
2
|
Kanaksinh Agarsinh Gohil
|
8
|
8
|
|
3
|
Dilip Balshanker Joshi
|
8
|
7
|
|
4
|
Amita Jatin Parikh
|
8
|
7
|
|
5
|
Sureshchandra Naharsinh Rao
|
8
|
6
|
|
6
|
Shardul Hemant Thakore1
|
4
|
4
|
|
7
|
Niren Gautambhai Dalal1
|
4
|
4
|
|
8
|
Manan Bharatkumar Brahmbhatt
|
8
|
8
|
|
9
|
Poonam Pravinbhai Panchal1
|
7
|
7
|
|
10
|
Yagnavalkya Munindrabhai Joshi1
|
1
|
1
|
|
*During the year, Shardul Hemant Thakore and Niren Gautambhai Dalal were appointed as a director w.e.f. September 4, 2025; Poonam Pravinbhai Panchal, Company Secretary and Compliance Officer was resigned w.e.f. February 26, 2026 and Yagnavalkya Munindrabhai Joshi was appointed as a Company Secretary and Compliance Officer w.e.f. March 7, 2026.
|
B. Audit Committee of Board of Directors
As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board’s responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II
of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.
AUDIT COMMITTEE RECOMMENDATIONS
During the year, the recommendations of Audit Committee, if any were accepted by the Board of Directors.
The detailed composition of the members of the Audit Committee during the financial year is outlined below:
|
DIN
|
Name of Directors
|
Nature of Directorship
|
Status in Committee
|
Date of Appointment
|
Date of Cessation
|
|
03361624
|
Niren
Gautambhai
Dalal
|
Non-Executive Independent Director
|
Chairman
|
March 7, 2026
|
-
|
|
10212458
|
Dilip Balshanker Joshi
|
Non-Executive Independent Director
|
Chairman
|
July 13, 2023
|
March 7, 2026
|
|
10212458
|
Dilip Balshanker Joshi
|
Non-Executive Independent Director
|
Member
|
March 7, 2026
|
-
|
|
10227065
|
Amita Jatin Parikh
|
Non-Executive Independent Director
|
Member
|
July 13, 2023
|
-
|
|
02400764
|
Pramit
Bharatkumar
Bramhbhatt
|
Managing Director
|
Member
|
September 04, 2025
|
-
|
|
10212702
|
Sureshchandra Naharsinh Rao
|
Non-Executive
Director
|
Member
|
July 13, 2023
|
September 04, 2025
|
Reconstitution of the Committee During the Year
The Board of Directors approved the reconstitution of the Audit Committee on two occasions during
the year: 1
|
April 24, 2025, August 8, 2025, September 4, 2025, November 11, 2025, January 6, 2026 and March 2, 2026.
Attendance for Audit Committee Meeting:
|
| |
Sr. No.
|
Name of Committee Member
|
No. of Meeting
|
|
|
Entitled to Attend
|
Attended
|
|
1.
|
Niren Gautambhai Dalal
|
0
|
0
|
|
2.
|
Dilip Balshanker Joshi
|
6
|
5
|
|
3.
|
Amita Jatin Parikh
|
6
|
6
|
|
4.
|
Pramit Bharatkumar Bramhbhatt
|
3
|
3
|
|
5.
|
Sureshchandra Naharsinh Rao
|
3
|
2
|
|
C. NOMINATION & REMUNERATION COMMITTEE
In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the “Nomination and Remuneration Committee”.
The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:
|
|
DIN
|
Name of Directors
|
Nature of Directorship
|
Status in Committee
|
Date of Appointment
|
Date of Cessation
|
|
10227065
|
Amita Jatin Parikh
|
Non-Executive
Independent
Director
|
Chairman
|
July 13, 2023
|
|
|
10212458
|
Dilip Balshanker Joshi
|
Non-Executive
Independent
Director
|
Member
|
July 13, 2023
|
|
|
10212702
|
Sureshchandra Naharsinh Rao
|
Non-Executive
Director
|
Member
|
July 13, 2023
|
-
|
|
During the period under review, total 5 (Five) Nomination and Remuneration Committee Meetings were held dated: April 24, 2025, August 8, 2025, September 4, 2025, January 6, 2026 and March 7, 2026.
Attendance of Nomination & Remuneration Committee Meeting:
|
| |
Sr. No.
|
Name of Committee Member
|
No. of Meeting
|
|
|
Entitled to Attend
|
Attended
|
|
|
1.
|
Amita Jatin Parikh
|
5
|
4
|
|
|
2.
|
Dilip Balshanker Joshi
|
5
|
4
|
|
|
3.
|
Sureshchandra Naharsinh Rao
|
5
|
4
|
|
D. STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the “Stakeholders’ Relationship Committee”.
The Stakeholders’ Relationship Committee has been formed for the effective redressal of the investors’ complaints and reporting of the same to the Board periodically.
The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:
|
DIN
|
Name of Directors
|
Nature of Directorship
|
Status in Committee
|
Date of Appointment
|
Date of Cessation
|
|
10212702
|
Sureshchandra Naharsinh Rao
|
Non-Executive
Director
|
Chairman
|
July 13, 2023
|
-
|
|
10212458
|
Dilip Balshanker Joshi
|
Non-Executive
Independent
Director
|
Member
|
July 13, 2023
|
|
|
10227065
|
Amita Jatin Parikh
|
Non-Executive
Independent
Director
|
Member
|
July 13, 2023
|
|
|
During the period under review, a total of 1 (One) Stakeholders Relationship Committee Meetings were held dated September 4, 2025.
Attendance of Stakeholder Relationship Committee Meeting:
|
| |
Sr. No.
|
Name of Committee Member
|
No. of Meeting
|
|
|
Entitled to Attend
|
Attended
|
|
1.
|
Sureshchandra Naharsinh Rao
|
1
|
1
|
|
2.
|
Amita Jatin Parikh
|
1
|
1
|
|
3.
|
Dilip Balshanker Joshi
|
1
|
0
|
|
E. MANAGEMENT COMMITTEE
In light of the Company's expanding operations and the need for focused oversight, the Board has voluntarily constituted a Management Committee on September 04, 2025 to support the effective execution of specific operational, financial, and strategic functions delegated by the Board.
The detailed composition of the members of the Management Committee at present is given below:
|
|
DIN
|
Name of Directors
|
Nature of Directorship
|
Status in Committee
|
Date of Appointment
|
Date of Cessation
|
|
02400764
|
Pramit
Bharatkumar
Brahmbhatt
|
Managing Director
|
Chairman
|
September 04, 2025
|
-
|
|
02917131
|
Kanaksinh Agarsinh Gohil
|
Executive Director
|
Member
|
September 04, 2025
|
-
|
|
11256962
|
Shardul Hemant Thakore
|
Executive Director
|
Member
|
September 04, 2025
|
-
|
|
During the period under review, total 4 (Four) Management Committee Meetings were held dated: November 13, 2025, December 12, 2025, January 31, 2026 and February 18, 2026.
|
|
Attendance of Management Committee Meeting:
|
|
|
|
|
|
|
| |
Sr. No.
|
Name of Committee Member
|
No. of Meeting
|
|
| |
Entitled to Attend
|
Attended
|
|
| |
1.
|
Pramit Bharatkumar Brahmbhatt
|
4
|
4
|
|
| |
2.
|
Kanaksinh Agarsinh Gohil
|
4
|
4
|
|
| |
3.
|
Shardul Hemant Thakore
|
4
|
4
|
|
F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute the Corporate Social Responsibility Committee during the FY 2025-26 since the net CSR obligation for the year did not exceed Rs. 50 Lakhs. In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors is managing the CSR activities and its expenditure. expenses. The Company is in compliance with Section 135(9) of the Companies Act, 2013.
18. EVALUATION OF BOARD
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated after seeking input from all the directors on the basis of criteria such as board composition and structure effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking input from committee members on the basis of criteria such as composition of committees, effectiveness of committee meetings etc.
In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive di rectors.
The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting etc.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on March 02, 2026.
19. VIGIL MECHANISM
The Company has whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behaviour; actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company https://www.sahaisolar.com/wp-content/uploads/2025/09/2.-Vigil-Mechanism-Policy.pdf
20. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://www.sahaisolar.com/wp-content/uploads/2025/09/3.-Nomination-and-Remuneration-Policy.pdf.
21. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:
A. In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;
B. Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as on March 31, 2026 and of the Company’s profit or loss for the year ended on that date;
C. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
D. The annual Financial Statements have been prepared on a Going Concern Basis.
E. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively.
F. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. LOANS TAKEN FROM DIRECTORS OF THE COMPANY
During the year under review, the Company has taken unsecured loans from directors of the
Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming
part of Annual Report. Director, who has given unsecured loans to the Company, has
furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the
amount is not being given out of funds acquired by him by borrowing or accepting
loans or deposits from others.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.
24. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.
The company had appointed Mr. Pramit Bharatkumar Bramhbhatt (DIN: 02400764), Managing Director as a Designated person in the Board meeting held on June 23, 2026 and the same will be reported in Annual Return of the company.
25. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As of March 31, 2026, the Company has nine (9) subsidiaries, including wholly-owned subsidiaries. The details of the Company's holding in these entities are as follows:
|
Sr.
No.
|
Name of the Subsidiary including Wholly Owned Subsidiary Company
|
Percentage holding
|
|
1
|
Veracity Energy and Infrastructure Private Limited
|
80%
|
|
2
|
Veracity Powertronics Private Limited
|
80%
|
|
3
|
Veracity Renewable Energy Private Limited
|
99%
|
|
4
|
Sahaj PV Ancillary Private Limited
|
99%
|
|
5
|
Sahaj Renewable Power Limited
|
75%
|
|
6
|
Sahaj Renewable Energy Trading FZCO
|
100%
|
|
7
|
Sahaj Energies Limited*
|
100%
|
|
8
|
Sahaj Renewable Energy Zambia Limited*
|
99.99%
|
|
9
|
Sunventa Power Private Limited*
|
51%
|
|
*Notes on New Incorporations during F.Y. 2025-26:
• Sahaj Energies Limited was incorporated on February 11, 2026 (Mauritius Entity).
• Sahaj Renewable Energy Zambia Limited was incorporated on January 26, 2026.
• Sunventa Power Private Limited was incorporated on January 15, 2026.
|
During the financial year FY 2025-26, the Company did not have any associate companies and has not entered into any joint ventures with other entities.
Pursuant to the first proviso of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries, associate companies, and joint ventures is provided in Form AOC-1, which is appended to this report as ‘Annexure A’.
26. MATERIAL SUBSIDIARIES
In terms of Regulation 16 of the Listing Regulations, a subsidiary shall be considered material subsidiary if, its turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and audited financial statements of the Company of March 31, 2026, the Company had no material subsidiaries during the period under review.
27. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in the future.
28. EXTRACT OF ANNUAL RETURN
The Annual return referred to in Sub Section (3) of Section 92 read with Section 134(3)(a) of the Companies Act, 2013, for the financial year ended March 31, 2026 will be placed on the website of the company at https://www.sahaisolar.com/wp-content/uploads/2025/09/Annual-Return FY-2025-26.pdf
29. AUDITORS AND AUDITOR’S REPORT
A. STATUTORY AUDITOR
M/s. Mistry & Shah LLP, Chartered Accountants having (FRN: W100683) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 5, 2024 for F.Y. 2024-25 to FY 2028-29 to hold the office till the conclusion of 20th Annual General Meeting.
STATUTORY AUDITOR’S OBSERVATION IN AUDIT REPORT
The Auditors’ Report for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.
B. SECRETARIAL AUDITOR
In compliance with Section 204(1) of the Companies Act, 2013, the Company is required to obtain a Secretarial Audit Report and annex it to the Board's Report.
Initially, the Board of Directors, at its meeting held on March 7, 2026, appointed M/s. Richi Prerak & Associates, Practicing Company Secretaries and a Peer-Reviewed Firm (Firm Registration No.: P2018GJ071000), to conduct the Secretarial Audit for the Financial Year 2025-26.
Subsequently, the firm tendered its resignation, which was duly noted by the Board, effective July 4, 2026. Consequently, upon the recommendation of the Audit Committee, the Board of Directors at its meeting held on July 4, 2026, appointed M/s. ALAP & Co. LLP, Practicing Company Secretaries and a Peer-Reviewed Firm (LLPIN.: ACA-1561), as the new Secretarial Auditor to conduct the audit for the Financial Year 2025-26.
SECRETARIAL AUDITOR’S OBSERVATION IN SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as ‘Annexure B’ and forms an integral part of this Report. The Secretarial Auditor has made certain
qualifications/observations in the said Report for the year under review, and the comments of the Board of Directors thereon are as follows:
|
Sr.
No.
|
Secretarial Auditor Qualifications
|
Response of the Board of Directors
|
|
1
|
The Structured Digital Database (SDD) Certificate for the financial year ended March 31, 2025, was submitted to the Stock Exchanges via email within the prescribed timeline. However, pursuant to the NSE circular requiring submission through the NEAPS portal, the certificate was uploaded on the portal after the prescribed due date, resulting in a procedural delay only.
|
The Board notes that the Structured Digital Database (SDD) Certificate for the financial year ended March 31, 2025 was duly submitted to the Stock Exchanges through email within the prescribed timeline. The delay pertained solely to the uploading of the certificate on the NEAPS portal and was procedural in nature. The Board has taken note of the observation and shall ensure that all such submissions are completed on the designated portal within the stipulated timelines in future.
|
|
2
|
Considering that the dispatch confirmation was received late in the evening on September 06, 2025 (Saturday), the XBRL utility in respect of the Notice convening the AGM was filed with the Stock Exchanges on September 08, 2025, being the next working day, resulting in a delay of one day beyond the stipulated timeline.
|
The Board respectfully submits that the dispatch confirmation was received late in the evening on Saturday, September 06, 2025, owing to which the XBRL utility in respect of the Notice convening the Annual General Meeting was filed on September 08, 2025, being the next working day. The Board has noted the observation and shall endeavour to ensure timely filing, including on the same day wherever feasible, going forward.
|
|
3
|
The Company did not submit the audio recording of the investor meeting held on November 12, 2025 to the National Stock Exchange of India Limited (NSE).
|
The Board has taken note of the observation. The audio recording of the investor meeting held on November 12, 2025 could not be submitted to the NSE within the prescribed timeline. The Board observe the inadvertent lapse and shall ensure due compliance in this regard in future.
|
|
4
|
The Company did not comply with the minimum notice period of two working days while intimating the schedule of the earnings conference call held on November 12, 2025, in connection with the financial results for the half year ended September 30, 2025.
|
The Board has taken note of the observation regarding the intimation of the earnings conference call held on November 12, 2025 in connection with the financial results for the half year ended September 30, 2025. The Board ensure that prior intimation of at least two working days is
|
| |
|
duly provided for all such events going forward.
|
|
5
|
The Company maintains a Structured
|
The Board notes that the Company
|
| |
Digital Database (SDD) in digital form
|
maintains the Structured Digital Database
|
| |
in compliance with Regulations 3(5) and
|
(SDD) in digital form in compliance with
|
| |
3(6) of the SEBI (Prohibition of Insider
|
Regulations 3(5) and 3(6) of the SEBI
|
| |
Trading) Regulations, 2015. During the
|
(Prohibition of Insider Trading)
|
| |
review, it was observed that, in a few
|
Regulations, 2015. The instances observed
|
| |
instances, the recording of certain
|
relate solely to procedural timing in
|
| |
Unpublished Price Sensitive Information
|
updating the database and do not reflect any
|
| |
(UPSI) in the Structured Digital
|
deficiency in its maintenance. The Board
|
| |
Database was completed subsequent to
|
has taken note of the observation and shall
|
| |
the date on which such UPSI was
|
ensure that all instances of sharing of
|
| |
initially shared. These instances appear
|
Unpublished Price Sensitive Information
|
| |
to be attributable to procedural timing in
|
(UPSI) are recorded in the SDD within the
|
| |
updating the database and do not indicate any deficiency in the maintenance of the Structured Digital Database.
|
prescribed timelines.
|
Note: The Board of Directors clarifies that the Secretarial Auditor’s qualifications relate solely to procedural delays and reporting timelines. These technical lapses do not adversely impact the Company’s operational continuity, financial stability, or prejudice stakeholder interests in any manner. The Management remains fully committed to upholding the highest standards of corporate governance and ensuring rigorous compliance going forward.
Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our Company.
C. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors initially appointed M/s. Rohan Thakkar & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26, at its meeting held on April 24, 2025.
Owing to the sudden demise of the firm's proprietor, M/s. Rohan Thakkar & Co. ceased to hold office effective November 22, 2025. To fill the resulting casual vacancy, the Board subsequently appointed M/s. B. N. Kamothi, Chartered Accountants, as the Internal Auditor for the remainder of the financial year 2025-26, during the Board Meeting held on January 6, 2026.
D. COST RECORDS AND COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company which have been complied with, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Mayur Chhaganbhai Undhad and Co., Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2025-26 in the meeting of Board of Directors held on April 24, 2025. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor has been ratified by the members at the Annual General Meeting.
E. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.
30. CORPORATE SOCIAL RESPONSIBILITY
The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR policy formulated by the Company is available on the Company's website at https://www.sahajsolar.com/wp-content/uploads/2025/09/13.-Corporate-Social-Responsibilitv-Policv.pdf .
The annual report on corporate social responsibility, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexure as Annexure - ‘C’ and forms part of this Report.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of loans, Guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report.
32. PUBLIC DEPOSIT
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.
33. RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
34. RELATED PARTIES TRANSACTIONS
Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://www.sahaisolar.com/wp-content/uploads/2025/09/8.-Policv-on-Related-Partv-Transaction.pdf. All contracts or arrangements or transactions entered during the year with related parties were on arm's- length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related parties was in conflict with the interest of the Company. The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.
Since all the transactions with related parties during the year were on arm's length basis and in the ordinary course of business the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable for F.Y. 2025-26. However, the company is voluntarily giving the details pertaining to related party transactions which are not material but are on arm's length basis in AOC-2 as ‘Annexure D’ and same forms part of this report. In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a standalone basis as per the specified format to the stock exchanges on a halfyearly basis.
35. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Company has adopted a Code of Conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), to regulate, monitor and report trading by designated persons, and to lay down the procedures to be followed and disclosures to be made while dealing in the securities of the Company, in accordance with Regulation 8 of the PIT Regulations.
The Board of Directors has duly approved and adopted the “Code of Conduct for Prevention of Insider Trading and for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)” (“Code”), as amended from time to time.
The Code is applicable to all Directors, Key Managerial Personnel (KMPs), employees, designated persons, their immediate relatives, and other connected persons of the Company. The said Code is available on the Company’s website at: https://www.sahaisolar.com/wp-
content/uploads/2025/09/6A.-Disclosure-under-Para-17A-of-the-Insider-Trading-Code-of-
Conduct.pdf.
The trading window closure(s) are intimated in advance to all designated persons. During the closure period, Directors, KMPs, employees, designated persons, their immediate relatives, and other connected persons are not permitted to trade in the securities of the Company.
The Company maintains a Structured Digital Database (SDD) in compliance with Regulation 3(5) of the PIT Regulations.
36. MANAGEMENT’S DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.
37. CORPORATE GOVERNANCE REPORT
In accordance with Regulation 15(2)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME).
38. GENERAL SHAREHOLDER INFORMATION
|
A
|
AGM: Day, Date, Time and Venue
|
Monday, August 24, 2026, at 11:30 A.M through V.C
|
|
|
B
|
Financial Year
|
2025-26
|
|
C
|
Cut-off date for the purpose of determining shareholders for voting
|
August 18, 2026
|
|
D
|
Listing on Stock Exchanges
|
NSE-Emerge
|
|
E
|
Scrip Code/Symbol
|
SAHAJSOLAR
|
|
F
|
ISIN
|
INE0P4701011
|
|
G
|
Payment of Listing Fees
|
The Company confirms that it has paid Annual Listing fees due to the stock exchange for the financial year 202526
|
|
H
|
Market Price Data (High, Low during each month in last financial year 2025-26)
|
*Refer Table below
|
|
I
|
Registrar and Share Transfer Agents
|
KFin Technologies Limited
|
|
*MARKET PRICE DATA
|
|
|
Month
|
High
|
Low
|
|
April 2025
|
421.95
|
194.00
|
|
May 2025
|
281.00
|
215.90
|
|
June 2025
|
279.00
|
255.50
|
|
July 2025
|
279.50
|
233.20
|
|
August 2025
|
268.00
|
230.00
|
|
September 2025
|
266.15
|
227.00
|
|
October 2025
|
234.90
|
213.70
|
|
November 2025
|
219.00
|
165.00
|
|
December 2025
|
182.00
|
138.15
|
|
January 2026
|
180.00
|
139.00
|
|
February 2026
|
164.00
|
119.15
|
|
March 2026
|
128.90
|
91.00
|
|
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026
|
|
Share Nominal Value
|
% of Total numbers
|
Shareholding
Amount
|
% to Total Amount
|
|
1-5000
|
49.1667
|
61,34,000
|
2.7917
|
|
5,001 to 10,000
|
12.8846
|
32,16,000
|
1.4637
|
|
10,001 to 20,000
|
25.2244
|
1,21,16,000
|
5.5143
|
|
20,001 to 30,000
|
3.2372
|
25,68,000
|
1.1688
|
|
30,001 to 40,000
|
3.9744
|
43,00,000
|
1.957
|
|
40,001 to 50,000
|
0.8974
|
13,12,000
|
0.5971
|
|
50,001 to 1,00,000
|
2.6282
|
58,40,000
|
2.6579
|
|
1,00,000 and above
|
1.9872
|
18,42,34,200
|
83.8495
|
|
Total
|
100.00
|
21,97,20,200
|
100.00
|
|
SHAREHOLDING PATTERN AS ON MARCH 31, 2026
|
|
Sr.
No.
|
Category
|
Shareholders
|
No of shares held
|
Percentage
of
holding
|
|
1.
|
Promoter and Promoter Group
|
5
|
1,56,61,320
|
71.28
|
|
2.
|
Institutions Domestic
|
1
|
2,46,400
|
1.12
|
|
3.
|
Institutions Foreign
|
1
|
1600
|
0.01
|
|
4.
|
Directors and their relatives
|
-
|
-
|
-
|
|
5.
|
KMP
|
-
|
-
|
-
|
|
6.
|
Individual shareholders holding nominal shares Capital upto 2 lakhs
|
2,884
|
35,62,300
|
16.21
|
|
7.
|
Individual Shareholders holding nominal Shares Capital in excess of 2 Lakhs
|
19
|
11,14,400
|
5.07
|
|
8.
|
NRI
|
80
|
2,42,000
|
1.10
|
|
9.
|
Bodies corporate
|
31
|
7,76,000
|
3.53
|
|
10.
|
Any other
|
101
|
3,68,000
|
1.67
|
| |
TOTAL
|
3,122
|
2,19,72,020
|
100.00
|
|
Note: The shareholding of Directors and Key Managerial Personnel (KMP) is included under the 'Promoter and Promoter Group' category.
|
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment of women at workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules made there under, the Company has adopted a Prevention of Sexual Harassment of Women at Workplace Policy to ensure healthy working environment for women without fear of prejudice, gender bias and sexual harassment and the Company is complying with the applicable provisions of the POSH Act.
In terms of the provisions the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment.
|
Number of Complaints of Sexual Harassment Received During the Year
|
Number of complaints disposed off during the year
|
Number of Cases Pending for More than Ninety Days
|
|
NIL
|
NIL
|
NIL
|
40. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:
Company is in Compliance with provisions relating to the Maternity Benefit Act, 1961 during the Year under review i.e. FY 2025-26.
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A. Conversation of Energy
a) Steps taken or impact on conservation of energy: The factory has implemented power-saving sensors, automatic power cut-off systems, and Variable Frequency Drives (VFDs), resulting in optimized energy consumption and improved operational efficiency.
b) Steps taken for utilising alternate sources of energy: The existing manufacturing facility is already equipped with solar panels, enabling partial substitution of grid power with renewable energy and contributing to sustainable operations.
c) Capital Investment on Energy Conservation Equipment: Nil
B. Technology Absorption
a) Efforts made towards technology absorption: The Company is actively engaged in developing low power-consuming agro equipment that can be operated through solar energy, promoting sustainable innovation and rural energy independence.
b) Benefits derived like product improvement, cost reduction, product development or import substitution: Value addition has been achieved by transitioning equipment operations from diesel generators to solar systems, resulting in significant cost reduction and enhanced sustainability
c) Information regarding technology imported, during the last 3 years: Nil
d) Expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings and Outgo
a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows
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(Rs. In Lakhs)
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Particulars
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2025-26
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2024-25
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Total Foreign Exchange earned
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0.54
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98.15
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Total Foreign Exchange Outgo
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13.48
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1.40
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42. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limit set out in the said Rules are provided and is annexed herewith as ‘Annexure E’ and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors' Report excludes the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on
43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
44. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.
45. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
47. OTHER GENERAL DISCLOSURES
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
• One-time settlement of loan obtained from the Banks or Financial Institutions.
• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.
• Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries.
48. AWARDS & ACCOLADES
During the financial year under review, the Company and its subsidiaries have been conferred with several prestigious awards and recognitions for excellence in technology, project execution, and leadership:
A. Uttar Pradesh Annual Solar Awards 2025 (Suryacon Lucknow)
• Solar PV EPC Company of the Year - Utility Scale (Less than 50 MW): Awarded to Sahaj Solar Limited for excellence in solar EPC project execution.
• Innovation of the Year in Solar Panels: Awarded for the development and application of AntiSoiling Nanocoating for Superior Performance Enhancement of Solar Modules.
B. Gujarat Annual Solar Awards 2025 (Suryacon Ahmedabad)
• Solar Project Innovation of the Year - Design: Conferred upon Sahaj Solar Limited in recognition of innovative engineering design solutions in solar infrastructure.
• Solar Project Innovation of the Year - Engineering: Awarded to Sahaj Solar Limited for exemplary engineering execution in solar projects.
C. Maharashtra Annual Solar Awards 2025 (Suryacon Pune)
• Smart Solar Technology of the Year: Conferred upon Sahaj Solar Limited for technical excellence and smart technology integration.
• Rural Electrification Development Award: Awarded to Sahaj Solar Limited in recognition of significant contributions toward off-grid power solutions and rural electrification.
D. Corporate & Leadership Recognitions
• Dun & Bradstreet - Leading SMEs of India 2025: Recognized and certified as one of the ‘Leading SMEs of India 2025’ in Dun & Bradstreet’s report on mid-sized businesses.
• Indian Conventions Award 2025: Conferred upon Ms. Varsha Brahmbhatt (HR Head) in recognition of HR leadership and organizational excellence.
• GCCI Carbon Neutral Certificate: Presented to Mr. Pramit Brahmbhatt at the GCCI Gujarat Sustainability Summit 2025 for zero-carbon participation through Miyawaki tree plantation initiatives.
• SOFAR Letter of Appreciation: Received an official Letter of Appreciation from SOFAR celebrating joint milestones and market growth.
49. ACKNOWLEDGEMENTS
The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your directors also express their warm appreciation to all employees for their contribution to your Company’s performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.
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September 4, 2025: Mr. Pramit Bharatkumar Bramhbhatt joined the committee as a member, taking the place of Mr. Sureshchandra Naharsinh Rao, who resigned from the Committee as a member.
• March 7, 2026: Mr. Dilip Balshanker Joshi, stepped down from the Chairmanship and remained as a regular committee member. Mr. Niren Gautambhai Dalal was appointed as the new Chairman of the Committee.
All the members possess sound accounting and financial management knowledge.
During the period under review, a total of 6 (Six) Audit Committee Meetings were held dated:
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