Directors Report of Bright Solar Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the company''s 14^th Annual Report along with the
Audited Financial Statements for the financial year ended on March 31, 2024.

COMPANY''S PERFORMANCE

1) FINANCIAL HIGHLIGHTS

The Company''s financial performance (Standalone) for the year ended on March 31, 2024 is
summarized below:

(R in Lakhs)

PARTICULARS	STANDALONE
	YEAR ENDED	YEAR ENDED
	31.03.2024	31.03.2023
I. Net Sales/Income from Operations	954.14	2357.71
II. Other Income	22.41	44.60
III. Total Income(I II)	976.55	2402.31
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	(335.77)	42.85
V. Finance Cost	2.89	3.99
VI. Depreciation and Amortization Expense	7.38	32.44
VII. Profit/ (Loss) Before Tax (IV-V-VI)	(346.04)	6.43
VIII Extra-ordinary items : - Profit / (Loss) on sale of fixed assets	(253.75)	(0.01)
IX Profit/ (Loss) Before Tax after Extra-ordinary item (VII - VIII)	(599.78)	6.42
X. Tax Expense:
i Current Tax Expense	0	2.23
ii MAT Credit	0	0.00
iii MAT Credit Relating to prior years	0	0.00
iv Tax Expense Relating to prior years	0	0.00
v Deferred Tax (Asset)/Liabilities	0	(1.20)
IX. Profit/ (Loss) After Tax (VII-VIII)	(599.78)	5.39

The Company discloses financial results on a quarterly basis of which results are subjected to limited
review and publishes audited financial results on an annual basis. The Financial Statements as stated
above are also available on the website of the Company at https://www.brightsolarltd.com/investor-
relations/disclosures-under-regulation-46.

2) FINANCIAL PERFORMANCE

The audited financial statements of your Company as on March 31, 2024, prepared in accordance with
the relevant applicable Generally Accepted Accounting Standards and Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act,
2013, forms part of this Annual Report. The key aspects of your Company''s performance during the
financial year 2023-24 are as follows:

During the year under review, the Company recorded revenue from operations of ^ 954.14 lakhs as
compared to the previous year was ^ 2357.71 lakhs which reduced by 59.53 % on Y-o-Y. The Net loss
booked by the Company for current year is ^ 599.78 lakhs as compared to the previous year Net Profit
of ^ 5.39 lakhs.

3) DIVIDEND

The Board of Directors of the company has not declared any final or interim dividend for the financial
year 2023-24.

4) TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to the General Reserve
in view of losses incurred by the Company.

5) SHARE CAPITAL

The Company came out with Rights issue of up to 46,00,000 fully paid-up equity shares of face value of
Rs. 10/- each for cash at a price of Rs. 10.00/- (including a premium of Rs. 0.00/-) per Equity Share for
an amount aggregating up to Rs. 460.00 Lakhs on a rights basis to the eligible equity Shareholders of
our Company in the ratio of 2 rights Equity Shares for every 9 Fully Equity Shares held by such Eligible
Equity Shareholders on the Record Date i.e. 06.02.2023. The Rights issue has fully subscribed and the
total 45,99,000 equity shares has been allotted to eligible equity share holders on dated April 21, 2023.

The capital structure after the Rights issue and as on March 31, 2024 is as under:

Particulars	No.of shares	Face value	Amount in Rs.
Authorized Share Capital	3,00,00,000	Rs. 10/-	30,00,00,000
Paid up share capital	2,49,99,000	Rs. 10/-	24,99,90,000
Issued share capital	2,49,99,000	Rs. 10/-	24,99,90,000
Subscribed share capital	2,49,99,000	Rs. 10/-	24,99,90,000

6) DEPOSITS

During the year under review, your Company has not accepted any deposits from the shareholders and
public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re¬
enactments) for the time being in force).

7) RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The company has established a well-defined process of risk management, wherein the identification,
analysis and assessment of the various risks, measuring of the probable impact of such risks,
formulation of risk mitigation strategy and implementation of the same takes place in a structured
manner. Though, the various risks associated with the business cannot be eliminated completely, all
efforts are made to minimize the impact of such risks on the operations of the company. The require
internal control systems are also put in place by the company on various activities across the board to
ensure that business operations are directed towards attaining the stated organizational objectives
with optimum utilization of the resources.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statement.

9) DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Constitution of Board:

As on March 31, 2024, the Board comprises of following Directors.

Date of _ . . . Total „ „ Appointment Name of Director ategory um Date °f at current ir^ Designation Original Term & orship Appointment designation 1					No. of Committee2		No. of Shares held as on March 31, 2024
					in which Director is Member	in which Director is Chairperson
Mr. Piyushkumar Babubhai Thumar	Chairman & Managing Director	April 23, 2010	January 25, 2018	2	2	0	9,000 Equity Shares
Mr. Ajay Raj Singh	Whole- Time Director	October 12, 2020	September 28, 2021	3	0	0	Nil
Mrs. Jagrutiben Rameshbhai Joshi	Non-Executive Director	January 05, 2018	September 28, 2018	1	0	0	Nil
Mr. Viren Makwana	Independent Director	December 23,2020	September 28, 2021	6	6	3	Nil

Mrs. Shivangi	Additional
Gajjar	Non-Executive	July 23, 2021	September	7	5	1	Nil
	Independent		28, 2021
	Director

Excluding LLPs, Section 8 Company & Struck Off Companies.

²Committee includes Audit Committee, and Stakeholder''s Relationship Committee across all Public Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act"). Further,
in pursuance of Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations"), the Company is exempted from the requirement of having
composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company
and the number of their directorship is within the limits laid down under section 165 of the Companies
Act, 2013.

After March 31, 2024 till the date of this report, there was a change in the composition of Board of
Director. Ms. Shivangi Gajjar [DIN: 07243790] and Mr. Viren Makwana [DIN: 09007676], Independent
Directors of the Company resigned from the Company with effect from 1st April 2024 and 19th June
2024 respectively.

10) DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1,
intimation under Section 164(2) i.e. in Form DIR- 8 and declaration as to compliance with the Code of
Conduct of the Company.

11) BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called
& convened, as and when required, to discuss and decide on various business policies, strategies and
other businesses.

During the year under review, Board of Directors of the Company met 8 (Eight) times on April 07, 2023;
April 21, 2023; May 31, 2023; September 05, 2023; November 04, 2023; December 12, 2023; January
23, 2024; February 15, 2024. Pursuant to Section 173 of the Companies Act, 2013, the time gap
between the two consecutive Board Meetings shall not be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual General Meeting held
during the year are given below:

Name of Director Mr. Mr. Ajay Mrs. Jagrutiben Mr. Viren Mrs. Shivangi Piyushkumar Raj Singh Rameshbhai Makwana Gajjar Thumar Joshi
Number of Board Meeting held	8	8	8	8	8
Number of Board Meetings Eligible to attend	8	8	8	8	8

Number of Board Meeting attended	8	8	8	8	8
Presence at the previous 13th AGM of F.Y. 2022-23 held on 30/09/2023	Yes	Yes	Yes	Yes	Yes

12) GENERAL MEETINGS

During the year under review, 1 (one) General Meeting was held, the details of which is given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	13th Annual General Meeting	September 30, 2023

13) INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149
(7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act.
Further, all the Independent Directors of the Company have registered themselves in the Independent
Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite
qualifications, experience, expertise including the Proficiency and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding
principles for the Nomination and Remuneration Committee for identifying persons who are qualified
to become Directors and to determine the independence of Directors, in case of their appointment as
Independent Directors of the Company. The policy also provides for the factors in evaluating the
suitability of individual Board members with diverse background and experience that are relevant for
the Company''s operations. The said policy is put up on the Company''s website and can be accessed at
https://www.brightsolarltd.com/investor-relations/disclosures-under-regulation-46.

14) INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of 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)
Mr. Piyushkumar Babubhai Thumar [DIN: 02785269], Managing Director is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

During the year under review, Mr. Ritendrasinh Rathore resigned as a Company Secretary &
Compliance officer (CS) of the Company with effect from February 15, 2024.

Further, during the year under review; other KMP, i.e. Mr. Piyushkumar Thumar, Chairman and
Managing Director, Mr. Ajay Raj Singh, Whole-time Director and Mr. Parth Jethva, Chief Financial
Officer of the company continues their designation.

15) BOARD DIVERSITY AND EVALUATION

The Company recognizes and embraces the importance of a diverse board in overall success. The
Company believes 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 that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations
and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January
05, 2017, The Board of Directors has carried out an annual evaluation of its own performance,
performance of Individual Directors, Board Committee including the Chairman of the Board on the
basis of composition and structure, attendance, contribution, effectiveness of process, information,
functions and various criteria as recommended by Nomination and Remuneration Committee. The
evaluation of the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the
evaluation process and outcome.

The performance of each of the Executive and Non- Executive and Non-Independent Directors
(including the Chairman) were also evaluated by the Independent Directors at the separate meeting
held on March 16, 2024 between the Independent Directors of the Company.

16) PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of their own performance board
committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors
on the basis of the 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 the criteria such as the composition of committees, effectiveness
of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the 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 addition, the chairman was also evaluated on
the key aspects of his role.

17) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their
knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2024 the applicable accounting
standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have
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 or loss of
the Company for that year;

c) The Directors have taken proper and sufficient care 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 Directors have prepared the Annual Accounts for the year ended March 31, 2024 on going
concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

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

18) COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, details

of which are given hereunder:

A. AUDIT COMMITTEE

The Board of Directors had formed Audit Committee in line with the provisions of Section 177 of the

Companies Act, 2013. The detailed terms of reference of the committee are as provided in Section

177(8) of the Companies Act, 2013. The Board has accepted the recommendations of the Audit

Committee as and when given.

Composition of Audit Committee as on 31.03.2024 is as below:

Name	DIN	Designation
Mr. Viren Rajeshkumar Makwana	09007676	Chairperson
Mrs. Shivangi Bipinchandra Gajjar	07243790	Member
Mr. Piyushkumar Babubhai Thumar	02785269	Member

The Audit Committee met 6 (Six) times during the Financial Year 2023-24, on April 07, 2023; May 31,
2023; September 01, 2023; November 04, 2023; December 12, 2023 and March 16, 2024.

The composition of the Committee and the details of meetings attended during the year under review
by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Viren Makwana	Independent Director	Chairperson	6	6	6
Mr. Piyushkumar Thumar	Chairman and Managing Director	Member	6	6	6
Mrs. Shivangi Gajjar	Independent Director	Member	6	6	6

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever
requires. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit
Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The
policy enables the employees to report to the management instances of unethical behaviour actual or
suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit
Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit
Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the
Company at the link as per below: http://www.brightsolarltd.com/images/investor-

relations/policies/whistle blowerpolicv.pdf

B. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Board of Directors in has formed Stakeholder''s Relationship Committee. The Stakeholder
Relationship Committee has been constituted as per the Companies Act, 2013 and is entrusted with
the responsibility of addressing the Shareholders/Investors complaints with respect to transfer of
shares, transmission, issue of duplicate share certificates, splitting and consolidation of shares, Non¬
receipt of Share Certificates, Annual Report, Dividend etc.

Present Composition of Stakeholder Relationship Committee:

Name	DIN	Designation
Mr. Viren Rajeshkumar Makwana	09007676	Chairperson
Mrs. Shivangi Bipinchandra Gajjar	07243790	Member
Mr. Piyushkumar Babubhai Thumar	02785269	Member

During the year under review, Stakeholder''s Relationship Committee met 2 (Two) times viz. on
September 05, 2023 and March 16, 2024.

The composition of the Committee and the details of meetings attended by its members are given
below:

Name of the „ „ . . Category Designation Directors			Number of meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Viren Makwana	Independent Director	Chairperson	2	2	2
Mr. Piyushkumar Thumar	Chairman and Managing Director	Member	2	2	2

Mrs. Shivangi Gajjar

Independent Director

Member

2

2

2

During the year under review, the Company had not received any complaint from the Shareholder.
And there was no complaint unresolved as on March 31, 2024.

C. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act 2013. The detailed terms of reference of the
Committee are as per Section 178 of the Companies Act, 2013.

The Board has framed a policy for selection and appointment of Directors, Senior Management and
their remuneration as recommended by the Nomination & Remuneration Committee.

The details of program for familiarization of Independent Directors with the company, their roles,
rights, responsibilities in the company, nature of the industry in which the company operates, business
model of the company and related matters are put upon the website of the company.

Present Composition of Nomination & Remuneration Committee:

Name DIN Designation
Mr. Viren Rajeshkumar Makwana	09007676	Chairperson
Mrs. Shivangi Bipinchandra Gajjar	07243790	Member
Mrs. Jagrutiben Rameshbhai Joshi	07737814	Member

During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on,
September 05, 2023 and March 16, 2024. The composition of the Committee and the details of
meetings attended by its members are given below:

Name of the Directors	Category	Designation	Number of meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Viren Makwana	Independent Director	Chairperson	2	2	2
Mrs. Jagrutiben Joshi	Non-Executive Director	Member	2	2	2
Mrs. Shivangi Gajjar	Independent Director	Member	2	2	2

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance
culture. It enables the Company to attract motivated and retained manpower in competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The

Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at http://www.brightsolarltd.com/images/investor-

relations/policies/nomination-and-remuneration-policy.pdf.

19) ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and
can be accessed at http://www.brightsolarltd.com/investor-relations/Annual-Report.

20) HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY

The Company has joint venture in the name of VC PROJET BSL (JV) as below:

SR. No.	Name and Address of the Joint Venture	Address of Registered Office	Nature of Business
1.	VC PROEJCT BSL (JV)	2A, New York Corner, B/h. Kiran Motors, Opp. Rajpath Club, Bodakdev, Thaltej, Ahmedabad- 380015, Gujarat.	To carry the business of Solar related projects, Infra projects and Rural water supply projects.

Pursuant to Provision of 129(3) read with rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1
(Statement containing salient features of the Financial Statement of Joint venture is attached as a
ANNEXURE- I.

Company does not have any Associate Company or Subsidiary Company or Holding Company as on
March 31, 2023.

21) RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on an arm''s length basis and
were in the ordinary course of business. Your Company had not entered into any transactions with the
related parties which could be considered material in terms of Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in form AOC-2 is not applicable.

The details of the related party transactions for the financial year 2023-24 is given in notes of the
financial statements which is part of Annual Report.

The Board of the Company has adopted the Policy and procedure with regard to Related Party
Transactions. The policy envisages the procedure governing the materiality of Related Party
Transactions and dealing with Related Party transactions required to be followed by Company to
ensure compliance with the Law and Regulation. The said Policy is available on the website of the
Company at http://www.brightsolarltd.com/images/investor-relations/policies/policy-on-related-
party-transactions.pdf.

22) SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively. During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

23) PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The ratio of the remuneration of each whole-time director to the median of employees'' remuneration
as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as a
Statement of Disclosure of Remuneration (Annexure - II).

The statement containing particulars of employees as required under Section 197 of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act,
2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding
the information on employees'' particulars which is available for inspection by the members at the
Registered Office of the Company during business hours on working days of the company up to the
date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such
member may write to the company secretary in this regard.

24) MATERIAL CHANGES AND COMMITMENT

After the close of financial year and till the date of this report, the material change that took place is
that the trading of shares of the Company on NSE SME Platform has been temporary suspended due to
non-compliance of certain quarterly disclosures. The Company has complied with the requisite
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on receipt of
the letter from NSE, however, due to certain procedural formalities, the revocation of suspension is
under process.

25) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed
Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at
all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to
complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and
we are compliant with the law of the land where we operate.

Further, the company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

During the year under review there were no incidences of sexual harassment reported.

26) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information on conservation of energy technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules 2014 as amended from time to time is annexed to this Report as Annexure -III.

27) REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

28) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of the Annual Report and is annexed herewith as "Annexure - IV".

29) CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we
achieve and will retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary
responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in
international corporate governance. We also endeavour to enhance long-term shareholder value and
respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited (NSE), by
virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
the compliance with the corporate Governance provisions as in regulation 17 to 27 and Clause (b) to (i)
of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the
company. Hence Corporate Governance Report does not form a part of this Board Report, though we
are committed for the best corporate governance practices.

30) AUDITORS

A) Statutory Auditor

M/s. Nirav S. Shah & Co., Chartered Accountant Firm (Firm Reg. No. 130244W) was appointed as
Statutory Auditor of the company to hold office from the conclusion of the 11^th Annual General
Meeting till conclusion of the 16^th Annual General Meeting to be in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors''
Report is enclosed with the financial statements in this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.

B) Internal Auditor

M/s. VCAN & Co., Chartered Accountants (FRN: 125172W), has conducted internal audit of the
Company for FY 2023-24. The report of Internal Auditor was reviewed by the Audit Committee and
Board of Directors in their meeting held on May 31, 2024. During the year, the Company continued to
implement his suggestions and recommendations to improve the control environment, their scope of
works includes, review of processes for safeguarding the assets of the company, review of operational
efficiency, effectiveness the assets of the company, review of operational efficiency, effectiveness of
systems and process, and assessing the internal control strengths in all areas.

C) Secretarial Auditor and Their Report

The Company has appointed M/s. Shilvi Patel & Associates, Company Secretaries in practice,
Ahmedabad to conduct the secretarial audit of the Company for the Financial Year 2023-24, as
required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for the Financial Year 2023-24 is annexed to this report as an Annexure - V.

The Secretarial Auditor has mentioned following remarks in their Secretarial Audit report. The Board of
directors has provided their justifications as below:

During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned above except:

Company has made late intimation for outcome of AGM held under Reg 30 of SEBI (LODR)
Regulation, 2015.

Board Clarification: The Board took note of the above observation and will assure to carry out
compliances in timely manner.

31) WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the
Company has maintained a functional website namely "www.brightsolarltd.com" containing basic
information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and
information of the designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company etc.

32) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There has not been an occasion in case of the Company during the year to transfer any sums or shares
to the Investor Education and Protection Fund.

33) LISTING AT STOCK EXCHANGE

The Equity Shares of the Company continue to be listed on the NSE Emerge SME Platform.

34) CORPORATE SOCIAL RESPONSIBILITY

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are
not applicable to the Company, hence there is nothing to mention for the year under review.

35) GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable
provisions of the act and listing regulations to the extent the transactions took place on those items
during the year. Your directors further state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save and ESOS;

(iv) Annual Report and other compliance on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company''s operations in future;

The details of application made or any proceeding pending under the insolvency and bankruptcy
code, 2016 during the year along with their status as at the end of the financial year: during the
financial year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your
Company. As on the date of this report.

On February 2022, G.L.E India Solar Private Limited has filed an application under IBC code, 2016
against your company at NCLT, Ahmedabad bench having case no. C.P. (IB) - 66/2022 and the matter is
currently pending for legal proceedings.

36) ACKNOWLEDGEMENT

Your directors acknowledge the dedicated service of the employees of the company during the year.
They would also like to place on record their appreciation for the continued co-operation and support
received by the Company during the year from bankers, financial institutions, business partners and
other stakeholders.

For and on behalf of the Board of Directors
Sd/-

Piyushkumar Babubhai Thumar
Place: Ahmedabad Chairman & Managing Director

Date: September 06, 2024 (DIN:02785269)

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 8^thAnnual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31^stMarch, 2018.

FINANCIAL RESULTS AT A GLANCE:

(Rs in Lakhs)

Sr.No	Particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
1	Revenue from operation	3957.93	1802.75
2	Other Income	29.28	10.25
3	Total Income	3987.21	1813.00
4	Profit Before Tax	955.13	255.61
5	Less: Income tax expenses	(334.82)	(84.54)
6	Profit After Tax	620.31	171.07

OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS:

During the year under review, the Company has achieved turnover of Rs. 3957.93Lacs compared to the previous of Rs.1802.75 Lacs. The total income on for the F.Y. 2017-18 was Rs.3987.21 Lacs, increased by 120 % compared to the total income of the previous year, while the profit after tax for the year was Rs.620.31Lacs, also increased by 262 % compared to the previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend of Rs.0.10per Equity Share having face value of Rs.10.00 each (i.e.1% on the paid-up capital) for the financial year ended on 31^stMarch2018. The total dividend pay-out for the F.Y. 2017-18 shall beRs.24.55Lacs comprising of dividend amounting to Rs.20.40Lacs and dividend tax of Rs.4.15Lacs.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve and the same is retained in the Profit and loss account.

FINANCE

During the Financial Year 2017-18, the Company has availed long term borrowing of Rs. 25.05 lakhs from Bajaj Finserve at 18% rate of interest.

DEPOSITS:

During the year under review, your Company has not accepted any deposits from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

CAPITAL STRUCTURE:

During the year under review, the Authorized Share Capital of the Company was Rs.22,00,00,000/- (Rupees Twenty-Two Crores) divided into 2,20,00,000 (Two crores Twenty Lakh) Equity Shares of Rs. 10 each as on March 31, 2018.

(i) An Extra Ordinary General Meeting (E.G.M) was held on January 16, 2018, the Authorized Share capital was increased from Rs. 1,50,00,000 (Rupees: One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) equity shares of Rs.10 each to Rs.20,00,00,000 (Rupees: Twenty Crores) divided into 2,00,00,000 (Two Crores) equity shares of Rs. 10 each.

(ii) Again, an Extra Ordinary General Meeting (E.G.M.) was held on January 30, 2018, the Authorized Share Capital was increased from Rs.20,00,00,000 (Rupees: Twenty Crores) divided into 2,00,00,000 (Two Crores) equity shares of Rs.10 each to Rs.22,00,00,000/- (Rupees: Twenty-Two Crores) divided into 2,20,00,000 (Two crores Twenty Lacs) Equity Shares of Rs. 10 each.

At the starting of the financial year 2017-18, the paid-up share capital of the company was Rs.1,50,00,000/-(Rupees: One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) Equity shares of Rs. 10 each. The paid-up share capital of the company was increased from Rs. 1,50,00,000/- (One Crore Fifty Lacs) divided into 15,00,000 (Fifteen Lacs) Equity shares of Rs. 10 each to Rs.15,00,00,000/- (Rupees: Fifteen Crores) divided into 1,50,00,000 (One crore fifty lacs) Equity shares of Rs. 10 each due to Bonus issue of 1,35,00,000 fully paid up equity shares in the ratio of 9:1 (i.e. Allotted Nine Bonus shares for every one Equity share held)as on 14^th Day of February, 2018.

BONUS:

In the Financial year 2017-18, the Company had allotted 1,35,00,000 fully paid up equity shares of face value of Rs.10/- each to the Shareholders of the Company in proportion of 9:1 (i.e. Allotted Nine Bonus shares for every one Equity share held). The Bonus allotment has been made by capitalizing credit balance of Securities and Premium Account to the extent of Rs.380.40 Lacs and credit balance of Surplus Account to the extent of Rs.969.60 Lacs.

SUBSIDIARIES/HOLDINGS OF THE COMPANY:

Our Company does not have any holding company and nor it has any subsidiary company/(ies)

CHANGES IN NATURE OF BUSINESS:

Our company is engaged in assembling of DC/AC Solar Pumps and Solar Pump Systems under the registered brand name of "PUMPMAN", "BRIGHT SOLAR", and "BRIGHT SOLAR WATER PUMP". Our company is also engaged in EPC contracts of Solar Photovoltaic Water pumps which include supplying, installing and commissioning of the pump system along with comprehensive maintenance contract for a specific period of 1-5 years. In solar pump system, we are having wide range of products of AC &DC Solar Pump, Solar Pump Inverter.

In the year 2017-18, The Company has started providing consultancy services for acquiring projects and tender bidding after identifying competent client on tender to tender basis. In addition, the company has added water supply, sewerages and infra project in its service portfolio. The Company also been awarded water supply and sewerages projects.

The Company is in process of acquiring land admeasuring area of 18,209 Square meters at Khata No. 338, Survey No. 415-1, Village: Fagvel, Ta: -Kathlal, Dist:-Kheda, Gujarat and on which company is planning to set up manufacturing unit for Solar PV modules/panels. The Company has already executed agreement to sale on February 15, 2018 and paid Rs. 43.00 Lakhs towards earnest money for acquisition of land. The Company is also planning to set up water treatment plant assembling unit at Patna (Bihar).

To sum up, the company is into assembling of DC/AC Solar Pumps and Solar Pump Systems, EPC contracts of Solar Photovoltaic Water pumps, consulting of Projects and tenders, Water supply and Sewerages Infra Project. Now, The Company is planning to commence Solar Module manufacturing and water treatment plant assembling unit.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or associate Companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RELATED PARTY TRANSACTIONS:

All transactions that were entered into with the related party/parties during the financial year 2017-18 were on an arm''s length basis and were in the ordinary course of business. As per Section 134 (3) (h) of the Companies Act, 2013 ("Act") and Rules made thereunder, disclosure of particulars of transactions entered by the Company with related parties are annexed herewith in Form AOC 2as "Annexure - A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Directors

As required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of Mr. Dwarkadas B. Thumar (DIN: 08038990) Director, seeking re-appointment at ensuing Annual General Meeting is annexed to the notice convening 8^thAnnual General Meeting.

During the year, Mr. Dwarkadas B. Thumar was appointed as a Whole Time Director of the Company w.e.f. 25.01.2018 liable to retire by rotation, Mr. Chalapathi Satya Venkata Mogalapalli and Mr. Phool Kumar Saluja were appointed as Independent Directors of the Company w.e.f. 30^th January, 2018 and Mrs. Jagrutiben R. Joshiwas appointed as an Additional Director of the Company w.e.f. 5^th January, 2018.

During the year under review, Mr. Balamurugan Muthusamy Pillai has resigned from the Directorship w.e.f. 25.01.2018.

Performance Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee. The Remuneration Policy is incorporated in the Corporate Governance Report.

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put upon the website of the Company.

B) KEY MANAGERIAL PERSONNEL

During the year, Mr.Dwarkadas B. Thumar was appointed as a Whole Time Director of the Company w.e.f. 25.01.2018, Mr. Gaurav B. Nawab was appointed as a Chief Financial Officer of the Company w.e.f. 19.03.2018 and Mr.Sahul N.Jotaniya was appointed as a Company Secretary & Compliance officer of the Company w.e.f. 01.02.2018.

MEETING OF BOARD OF DIRECTORS:

During the Financial year 2017-18, Total 14meetings of the Board of Director''s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings of the Board of Directors of the Company convened during the financial year 2017-18 are given in the Corporate Governance Report which forms part of this Annual report.

AUDIT COMMITTEE

As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details are given in the Corporate Governance Report. The Board has accepted the recommendations of Audit Committee. Presently, Mr. Phool Kumar Saluja is the Chairman of the Committee and Mr. Chalapathi Satya Venkata Mogalapalli, Mr. Piyushkumar Babubhai Thumar are the members of the Committee.

AUDITORS:

A) Statutory Auditors:

M/s. Chirag Shah & Co., Chartered Accountant Firm (Firm Reg. No. 118791W) was appointed as Statutory Auditor of the company to hold office from 30^th September, 2016 till conclusion of the Sixth Annual General Meeting. M/s. Chirag Shah & Co., have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The Auditor''s Report for the financial year ended March 31, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditor''s Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

B) Internal Auditor

The Company Continues to engage M/s. V C A N & Co., Chartered Accountant as Internal Auditor of Company, During the year, the company continued to implement his suggestions and recommendations to improve the control environment, their scope of works includes, review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness the assets of the Company, review of operational efficiency, effectiveness of systems and process, and assessing the internal control strengths in all areas.

C)Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Nirav Soni & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for the financial year 2018-19. Your Company has received consent from M/s. Nirav Soni & Co., Company Secretaries in practice to act as the Secretarial Auditors for conducting audit of the secretarial records for the financial year ending on 31st March, 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year 2017-18, your Company is entered into new segment of Business in the Consultancy Business in Renewable Energy, Water & Infra EPC & PPP Projects. In more, Your Company started New water Treatment Plant & Mini Pipe Rural water supply scheme project on Sub-Contract basis.

Your Company has submitted MOU to International Solar Alliance (ISA) For Export of Solar Pumps in Senegal, Benin, Burundi, Cameron, Cape Verde, Congo, Ethiopia, Gambia, Niger and Tanzania.

Your Company is entered into Agreement for Sale on February 15, 2018 for acquiring land admeasuring area of 18209 Square meters at Khata No. 338, Survey No. 415-1, Village: Fagvel, Ta: -Kathlal, Dist:- Kheda, Gujarat and on which your company is planning to set up manufacturing unit for Solar PV modules/panels. Your Company has already paid Rs. 43.00 Lakhs towards earnest money for acquisition of land. Your Company is also planning to set up water treatment plant assembling unit at Patna (Bihar).

This Positive initiative of the Company has led to increase cash inflow of capital and increased financial capability of the company. After entering into new Segment of Business, the Turnover and Net worth of the company pushed up in the positive direction.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure- B".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - C".

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) That 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DISCLOSURE OFEMPLOYEES REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-D".

CORPORATE GOVERNANCE

The Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure E".

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has also framed "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The Code casts obligations upon the Directors and Officers of the Company to prevent / preserve Price Sensitive Information, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock Exchanges, Company''s website, Press, Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.

The Board has received CEO/CFO Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Corporate Governance Report and the Secretarial Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure F".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of the Audit Committee is responsible for issue pertaining to same.

The Company has formulated and approved policy on Whistle Blower/ Vigil Mechanism in its Board Meeting held as on 1^stday of August, 2018. The Policy is available to all the Stakeholders on the website www.brightsolar.in of the company.

The link is here:http://www.brightsolar.in/media/1354/w histle-blower-policy.pdf

SECRETARIAL STANDARDS:

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

APPRECIATION:

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to the continued support of all stake holders in future also.

For and on behalf of the Board of Directors

Piyushkumar Babubh ai Thumar

Place: Ahmedabad Managing Director

Date: 25^th August, 2018 (DIN:02785269)