Your Directors have pleasure in presenting the Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2024

FINANCIAL HIGHLIGHTS

STATE OF COMPANY'S AFFAIRS

i. The Company is into the business of manufacturing of solar panels and solar products such as solar streetlight, rooftops home lighting panels, water pumps and the like. The turnover of the company has increased resulting into increase in the net profit of the company for the F.Y. 2023-24.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (T1 OF THE COMPANIES

ACT, 2013

For the financial year ended 31st March, 2024, the Company is not planning to transfer any

amount to reserves.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2024.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

The Board of Directors of the Company met 23 times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) 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) 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 and loss of the company for that period;

c) The directors had prepared the annual accounts on a going concern basis; and

d) 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.

AUDITOR

During the year M/s. Rohan Thakkar & Co., Chartered Accountants, Ahmedabad resigned as statutory auditors w.e.f. September 22, 2023 and M/s. Mistry & Shah LLP were appointed as statutory auditor w.e.f. September 28, 2023 in place of M/s . Rohan Thakkar & Co. to do the statutory audit of the company.

Further the Auditors' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.

AUDITOR'S REPORT

The Auditors' Report does not contain any qualification, reservation or any adverse remark. AUDIT COMMITTEE

The provisions of section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 is applicable to the company.

The constitution of the audit committee is as under:

The Committee met 7 times during the year 2023-24 and the recommendation as given by the committee was accepted by the board.

NOMINATION AND REMUNERATION COMMITTEE

The provisions of section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 is applicable to the Company.

The constitution of the said committee is as under:

The Committee met 3 times during the year 2023-24. The Nomination & Remuneration Committee considers the requirement of the skill on the Board, integrity of the persons having standing in their respective field/ profession and who can effectively contribute to the Company's business and policy decisions, recommend the appointment to the Board for approval.

STAKEHOLDER RELATIONSHIPS COMMITTEE

The Committee met 2 times during the year 2023-24. The Stakeholder Relationship Committee considers the matters related to Share Certificates, Share Transfer and allied activities.

DISCLOSURE UNDER RULE 5

There is no employee in the company drawing yearly remuneration of Rs. 1.02 crore or partial lemuneration of 8.50 lacs. Also there is no such employee who holds equity shares of 2% or more.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors have carried out annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board / Committee was evaluated after seeking inputs from all the

Directors / Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. Your Directors have expressed their satisfaction for the evaluation process.

DEPOSITS

The Company has not invited any deposits from the public under Section 73 of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS

The Company has granted Loan to its subsidiary companies of Rs. 2,51,28,975 in terms of provisions of section 186 of the Companies Act, 2013.

The company has made Investment in Sustainable Planet Green Energies Private Limited by purchasing 5100 equity shares during the year 2023-24. The details of which can be reviewed in note no. 12 to financial statement.

However the Company has not given any Guarantees under the provisions of section 186 of the Companies Act, 2013

DIRECTORS & KEY MANAGERIAL PERSONNEL

Following is the list of directors and the Key Managerial Personnel:

During the year under review, Mr. Dilip Balshankar Joshi, Ms. Amita Jatin Parikh and Mr. Sureshchandra Naharsinh Rao were appointed in the board of director. However no director has resigned during the year under review.

During the year Mr. Manan Bharatkumat Brahmbhatt was appointed as Chief Financial Officer and Mrs. Poonam Pravinbhai Panchal was appointed as Company Secretary in the Company.

Mr. Sunil Harshadray Trivedi has resigned from the office of directorship from the company on 30^th June, 2023.

ROTATION OF DIRECTOR U/S 152

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sureshchandra Naharsinh Rao, Non-Executive Director who retires by rotation and is eligible for re-appointment.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties are disclosed in Note no. 30 of the notes to the financial statements for the financial year 2023-24. AOC-2 has been attached to the report as Annexure-2

During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which can be considered as material in nature.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption is not Applicable in the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments between the end of the financial year of company to which the financial statements relate and the date of the report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or by writing a letter directly to the Chairman of the Audit Committee Mr. Dilip Balshanker Joshi or the Managing Director Shri Pramit Bharatkumar Brahmbhatt.

CORPORATE SOCIAL RESPONSIBILITY

During the year company has done CSR of Rs.7,00,000/- for development of rural areas under Section 135 of the Companies Act 2013 for the F.Y. 2023-24. The report on corporate social responsibility for the F.Y. 2023-24 is enclosed herewith as Annexure-2

SUBSIDIARY/TOINT VENTURE/ASSOCIATE COMPANY

Veracity Energy and Infrastructure Private limited and Veracity Powertronics Private Limited are subsidiary companies of Sahaj Solar Limited. During the reporting period the company acquired Sustainable Planet Green Energies Private Limited. Therefore, Veracity

Energy and Infrastructure Private limited, Veracity Powertronics Private Limited and Sustainable Planet Green Energies Private Limited are subsidiary companies of Sahaj Solar Limited. Form AOC-1 is enclosed as Annexure-3

SHARE CAPITAL

During the year, the company has increased its Paid-up capital from Rs. 7,83,08,100 (Seven Crores Eighty three Lakhs Eight Thousand and Hundred Only) divided into 78,30,810 (Seventy Eight Lakhs Thirty Thousand and Eight Hundred and Ten Only) equity shares of Rs. 10 each to Rs. 8,06,60,100 (Eight Crores Six Lakhs Sixty Thousand and One Hundred Only) divided into 80,66,010 (Eighty Lakhs Sixty Six Thousand and Ten Only) Equity shares of Rs. 10 each.

CONVERSION OF COMPANY INTO PUBLIC COMPANY

During the year under review the company was converted from private limited company to public limited company and received fresh certificate of approval dated 18/04/2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. However company's attention is drawn to the statements on contingent liability, commitments in the notes forming the part of the financial statement.

REPORTING OF FRAUD BY AUDITORS

There is no instance of fraud reported by the Auditors under section 143 (12) of the Companies Act, 2013 during the FY 2023-24.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the company has generated foreign exchange earnings and outgo as shown in Annexure-1

ANNUAL REUTRN

Pursuant to section 92(3) and section 134(3) (a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as of March 31, 2024 on its website at https:// sahajsolar.com

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested by the management and no reportable material weaknesses in the design or operation were observed.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.