DIRECTOR’S REPORT

To the Members,

The Directors present the i i^th Annual Report of Gensol Engineering Limited (“the
Company”) along with the Audited Financial Statements for the financial year ended 3 I^s1
March 2023.

FINANCIAL RESULTS

PERFORMANCE REVIEW

The Company’s revenue from operations on Standalone basis for the year under review is
Rs. 36,569 Lakhs has compared to Rs. 15,351 Lakhs in the previous year. There is notable
increase in revenue of Rs. 21,218 Lakhs during the year under review.

The Company’s revenue from operations on Consolidated basis for the year under review is
Rs. 39,265 Lakhs has compared to Rs. 16,041 Lakhs in the previous year. There is notable
increase in revenue of Rs. 23,224 Lakhs during the year under review.

SHARE CAPITAL

A) AUTHORIZED SHARE CAPITAL

During the financial year 2022-23. Authorized Share Capital increased from
?12,50,00,000 (Rupees Twelve Crore Fifty Lakh Only) divided into 1,25,00,000
(One Crore Twenty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to
? 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore
Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each

The authorized share capital of the company as on March 31, 2023 ? 15,00,00,000
(Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) each

B) PAID UP SHARE CAPITAL

The company has issued 12,81,993 equity share of the Company through private
placement during the financial year 2022-23. The Paid-up share capital of the
Company as on March 31, 2023, is ? 12,21,89,160/- (Rupees Twelve Crore Twenty
One Lakh Eighty Nine Thousand One Hundred Sixty Only) divided into 1,22,18,916
(One Crore Twenty Two Lakhs Eighteen Thousand Nine Hundred Sixteen) equity
shares of? 10/- (Rupees Ten Only).

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the
year ended 31^st March 2023.

MEETINGS

A. Board Meetings

The Board of Directors met thirteen times during the financial year 2022-23. The
meetings were held on 19.04.2022, 24.05.2022, 15.07.2022, 19.08.2022, 06.09.2022,

14.11.2022, 27.12.2022, 09.01.2023, 18.01.2023, 31.01.2023, 07.03.2023, 22.03.2023 and

29.03.2023. The attendance particulars of each Director at the Board Meetings for the
financial year 2022-23 are as under:

B. Committee Meetings

The Audit Committee met four times during the year 2022-23. The meetings were held on
24.05.2022, 19.08.2022, 14.11.2022,22.03.2023.

The Nomination and Remuneration Committee met Once during the year 2022-23. The
meetings were held on 24.05.2022 and 22.03.2023.

The Stakeholders Relationship Committee met Once during the year 2022-23. The

meetings were held on 22.03.2023.

The Preferential Committee of the Company met three times during the year 2022-23. The
meeting held on 22.08.2022, 06.09.2022 and 28.09.2022

The Coiporate Social Responsibility Committee met twice during the year 2022-23. The
meetings were held on 24.05.2022 and 22.03.2023.

Meeting of Independent Director met Once during the year 2022-23. The meetings were
held on 22.03.2023.

COMMITTEESS

A. AUDIT COMMITTEE

The Audit Committee is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules,

2014 and Regulation 18 of SEB1 Listing Regulations, as may be amended from time
to time. The Committee comprises of the following members as on 31st March 2023:-

All the members of the Audit Committee are financially literate.

During the year under review, all the recommendations made by the Audit Committee
were accepted by the Board.

B. Nomination and Remuneration Committee

C. Stakeholder’s Relations Committee

D. Corporate Social Responsibility Committee

E. Independent Director

BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its
process. We believe that a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender which will help us retain our
competitive advantage. The Board has adopted the Board diversity policy which sets
out the approach to diversity of the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• As per Provisions of Section 152 of the Companies Act, 2013, Mr. Puneet
Singh Jaggi is liable to retire by rotation and is eligible to offer himself for re¬
appointment.

• Appointment of Ms. Vibhuli Patel as Additional independent Woman Director
with effect from 11th July 2023.

• Board of Directors of the Company as on date are as follows:

POLIC Y ON DIRECTORS’ APPOINTMENT & REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It enables
the Company to attract,retain and motivate employees to achieve results. The Company has
made adequate disclosures to the members on the remuneration paid to Directors from time
to time. The Company’s Policy on director’s appointment and remuneration including
criteria for determining qualifications, positive attributes independence of a director and
other matters provided under Section 178 (3) of the Act is available on the website of the
Company at https://gensol.in/investors/policies-programme

ANNUAL EVALUATION OF BOARD S PERFORMANCE:

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 by the board after seeking inputs
from all the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 5, 2017. In a separate
meeting of independent directors, performance of non independent directors, the board as a
whole and the Chairman of the Company was evaluated, taking into account the views of
executive directors and nonexecutive directors. The Board and the Nomination and
Remuneration Committee reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc. In the board meeting that followed the meeting of
the independent directors and meeting of Nomination and Remuneration Committee, the
performance of the board, its committees, and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Fonn MBP 1 under Section
184(1) as well as information by directors in Fonn DIR 8 under Section 164(2) and
declarations as to compliance with the Companies Act, 2013.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and
Rules issued there under as well as under Regulation 16(b) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2022-2023 under review the Company has received Fonn DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that
none of the Directors of your Company is disqualified

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed very renowned Auditor firm of Ahmedabad i.e. M/s Talati &
Talati LLP to closely monitor the adequate internal financial controls with reference to the
financial statements. During the year, such controls were evaluated and no reportable
deficiency in the design or operation of such controls were observed.

AUDITORS

Statutory Auditor

M/s. K C Parikh & Associate, Chartered Accountants, Ahmedabad (Firm Registration No.
107550W) were appointed as Statutory Auditors of the Company for the period of five (5)
consecutive years from the conclusion of 7th Annual General Meeting till the conclusion of
12th Annual General Meeting of the Company to be held in the year 2024.

The Auditors’ Report does not contain any qualification,reservation or adverse remark.

Tlie Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
has appointed CS Jatin Kapadia (CP No 12043) of M/s K Jatin & Co Practicing
Company Secretary, Alunedabad as Secretarial Auditor of the Company to conduct the
Secretarial Audit as per the provisions of the said Act for the Financial Year 2022-23

A Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as
‘Annexure A" m Form MR-3. There are no adverse observations in the Secretarial Audit
Report which call for explanation

Internal Auditor

The Board of directors has appointed M's. Talati & Talati LLP. Chartered Accountants.
Alunedabad as the internal auditor of the company The Internal Auditor conducts the
internal audit of the functions and operations of the Compaiy and reports to the Audit
Committee and Board from time to time

REVIEW OF AUDITORS REPO RTAND SECRETARIAL AUDITORS REPORT;

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M's
K C Parikli & Associate Chartered Accountants Alunedabad. in the Auditor’s report and by
Secretarial Auditors CS Jatin Kapadia of M's K. Jatin & Co (COP No 12043). Practicing
Company Secretary. Alunedabad in their Secretarial Audit Repoit for the Financial Year
ended March 31 2023

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported
to the Audit Committee under Section 143(12) of the Companies Act. 2013 any instances of
fraud committed against the Company by its officers or employees, the details of winch
would need to be mentioned in the Board’s Report

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES

There are tluee subsidiaries as on March 31 2023 The details of subsidiaries are as under;

1. Gensun Renewables Private Limited

2. Gensol Utilities Private Limited

3. Gensol Electric Vehicles Private Lunited

There is no holding company as on March 31. 2023

The AOC-1 with this Directors Report Annexed as ‘Annexure - B”

STATEMENT OF DEVIATION(S) OR VARIATION(S) OF FUND UTILIZATION
UNDER REGULATION 32(1) OF SEBI (LODR) REGULATIONS, 2015

Company has raised a fund oi'Rs. 132.85 Croredated 28/09/2022 , which was fullyutilized
by the Company and the same utilized towards the purpose for which it was raised.

VIGIL MECHANISM:

The Vigil Meehanism/Whislle Blower Policy has been adopted to provide appropriate
Avenues to the employees to bring to the attention of the management, the concerns about
any unethical behavior, by using the mechanism provided in the Policy. In cases related to
financial irregularities, including fraud or suspected fraud, the employees may directly
approach the Chairman of the Audit Committee of the Company. We confirm that no
director or employee has been denied access to the Audit Committee during F.Y. 2022-23.

The Policy provides that no adverse action shall be taken or recommended against any
employee in retaliation to his/her disclosure, if any, in good faith of any unethical and
improper practices or alleged wrongful conduct. This Policy protects such employees from
unfair or prejudicial treatment by anyone in the Company.

SEBI COMPLAINTS REPRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints, online
upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by
investors of actions taken on the complaint and its current status. Your Company has been
registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the
complaint. The Company has not received any complaint on the SCORES during financial
year 2022-23.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, there were no complaints or queries received from the
shareholders of the Company. Company Secretary acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be
sent their query at cs@gensol.in

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for the company.
The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee additionally overviews the financial risks and controls. The Risk Management Policy
is available on the website of the Company at https://gensol.in/investors/policies-programme

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security provided is proposed to
be utilised by the recipient are provided in the Standalone Financial Statement (Please refer
Note 5, 9, 16, 17 and 22 to the Standalone Financial Statement)

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed
herewith as Annexure-C to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names on the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report

The details under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report as Annexure D.

Disclosures relating to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the
provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
Any member interested in obtaining such information may address their email to
csfe.qensol.in

The details under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report as Annexure E.

CORPORATE GOVERNANCE

The company under review during the year, the company is not fall under the ambit of
applicability of Corporate Governance as the company is listed on SME Platform of BSE
Limited as on March 31, 2023.

SECRETARIAL STANDARDS

The Company complies vvitli all the applicable mandatory Secretarial Standards issued by
the institute of Company Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAD ACT. 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace
pursuant to the requirements of the Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder.
Accordingly, Internal Complaints Committee [“ICC”] has been constituted for redressal of
any sexual harassment complaint. The following is the summary of the complaints during
the financial year 2022-23 :-

A) Number of complaints received during the financial year : Nil

B) Number of complaints disposed of during the financial year : Nil

C) Number of complaints pending as on end of the financial year: Nil

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the balance
sheet.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were demalerialized through depositories
viz. National Securities Depository Limited and Central Depository Sendees (India)
Limited, which represents 100% of the total paid-up capital of the Company. The Company
1SIN No. is INE06H201014 and Registrar and Share Transfer Agent is Link Intime India
Private Limited

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of
energy, technologya bsorption and foreign exchange earnings and outgo are under:

CONSERVATION OF ENERGY:

Energy conservation is very important for the company and therefore energy
conservation measures arc undertaken wherever practicable in its plant and attached

facilities. The Company is making every effort to ensure the optimal use of energy,
avoid waste and conserve energy by using energy efficient equipment’s with latest
technologies.

TECHNOLOGY ABSORPTION:

Your Company firmly believes thd adoption and use of technology is a
fundamental business requirement for carrying out business deffeclively an
efficiently. While the industry is labour intensive, we believe that mechanization of
development through technological innovations is the way to address the huge
demand supply gap in the industry. We are constantly upgrading our technology to
reduce costs and achieve economies of scale. Innovation and focus of continuously
launching a new offering drive differentiation and creating value has become a
norm for the Industry, Thus a robust focus on developing new features and
technology solutions to capture the consumer’s imagination and fuel the desire for
enhanced experiences continues to be critical for Organizations.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and out flow during the period under review as follows:

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the relevant rules made
thereunder, the Company shall spend, in every financial year, at least two per cent of the
average net profits of the company made during the three immediately preceding financial
years in pursuance of its Corporate Social Responsibility Policy. In Financial Year 2021-
2022 company has Profit Before Tax is Rs. 1432.00 Lakhs, hence, the Company isli able for
spending the amount on account of CSR in the year 2022-2023. The Company in need of
spending Rs. 10,86,572.15- during the financial year 202223 and t he same has been spend
the details of which mentioned in Annexure F.

STATE OF COMPANY'S AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of the annual
report. It contains a detailed write up and explanation about the performance of the
company.

MATERIAL CHANGES & COMMITMENTS

The company migrated from SME board of BSE India Limited to Main board of BSE India
Limited and National Stock Exchange of India Limited w.e.f July 3, 2023 and there have been no
material changes and commitments affecting the financial position of the company

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS

During the Financial Year 2022-23, no order has been passed by any regulatory authorities
or Courts impacting the going concern status and Company’s operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 [“the Act”], the Directors of the
Company, to the best of their knowledge and ability, confirm that:

A. in the preparation of the annual accounts for the year ended 31^st March 2023, the
applicable accounting standards have been followed and there are no material
departures;

B. they have 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 as of 31^s' March 2023 and of the profit of
the Company for the year ended on that date;

C. they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordane with the provi sions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities:

D. they have prepared the annual accounts of the Company on a going concern basis;

E. they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

F. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systemsare adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, the work performed by the internal, statutory and
secretarial auditors including audit of internal financial controls over financial reporting by
the statutory auditors and reviews performed by the management and the audit committee,
the Board of Directors is of the opinion that the Company’s internal financial controls were
adequate and effective during the financial year 2022-23.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the
Company in Form MGT-7 for FY 2022-23, is available on the Company’s website at
https://www.gensol.in/investors/notices_annual_report_2022_.23

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received
from the Banks, Government Authorities, Corporate Professionals, Customers, Vendors and
Shareholders during the year under review, in aiding the smooth How of operations.
Continued dedication and sense of commitment shown by the employees at all levels during
the year deserve special mention.

For and on behalf of the Board of Directors

Sd/-Anmol Singh Jaggi
Chairman & Managing Director
DIN:01293305