Directors Report of Sahaj Solar Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting the Sixteenth Director''s Report together with the
Audited Financial Statements of your Company for the financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Company''s financial performance for the financial year ended March 31, 2025:

ff in Lakhs)

For the Year ended March 31

For the Year ended March 31

Particulars

2025

2024

2025

2024

Consolidated

Standalone

Revenue from
Operations

32,979.34

20,117.41

30,705.73

17,933.60

Profit Before
Tax

3,779.20

1,958.66

3,485.82

1,806.80

Less: Current
Tax

968.54

673.67

894.93

632.55

Deferred Tax

9.96

(56.71)

10.55

(57.32)

Income Tax
earlier years

0

5.19

-

5.19

Profit for the
Year before
Minority
Interest

2,800.70

1,336.51

2,580.34

1,226.38

Minority

Interest

46.37

21.21

-

-

Profit for the
Year

2,754.33

1,315.30

2,580.34

1,226.38

2. BUSINESS PERFORMANCE

Your Company has achieved a consolidated total revenue of ^ 33,082.14 Lakhs during the
financial year ended March 31, 2025 as against a total revenue of ^ 20,171.55 Lakhs in the
corresponding previous financial year ended March 31, 2024. Consolidated profit before tax for
the year stood at ^ 3,779.20 Lakhs compared to ^ 1,958.66 Lakhs for the previous corresponding
year. The Profit after tax for the period stood at ^ 2,754.33 Lakhs as against a profit of ^ 1,315.30
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. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its
existing businesses and also did not hive off any segment or division during the financial year.
Also, there has been no change in the nature of business carried on by the Company''s subsidiary
during the year under review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

6. DIVIDEND

Your company has declared Interim Dividend at the rate of ^ 1/- per equity share, in Board
Meeting held on February 11, 2025.

7. SHARE CAPITAL OF THE COMPANY

A. AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2025 was ^ 22,00,00,000 (Rupees
Twenty-Two Crore Only) divided into 2,20,00,000 (Two Crore Twenty Lakh) Equity Shares of ^
10/- (Rupees Ten only) each.

B. PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on March 31, 2025 was ^ 10,98,60,100
(Rupees Ten Crore Nine Eight Lakhs Sixty Thousand One Hundred only) divided into 1,09,86,010
(One Crore Nine Lakhs Eighty-Six Thousand Ten) equity shares of ^ 10/- (Rupees Ten Only).

INITIAL PUBLIC OFFER ("IPO”) AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its initial public offering (IPO) of
29,20,000 Equity Shares, each with a face value of ^ 10/- in accordance with SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of ^ 180/-
per share, including a premium of ^ 170/- per share.

The IPO was open for subscription from July 11, 2024, to July 15, 2024. The shares were allotted
to applicants on July 16, 2024, at the offer price of ^ 180/- per share. The Company''s equity shares
began trading on the SME Platform (EMERGE) of the National Stock Exchange of India Limited
(NSE) from July 19, 2024.

The Company, vide its Prospectus dated July 16, 2024 (“Prospectus”) raised ^ 5,256.00 lakhs from
the Initial Public Offer of its equity shares (the ''IPO'').

Out of the proceeds of ^ 5,256.00 lakhs raised from the IPO, full amount was utilized by the
Company during the financial year 2024-25 for the purposes outlined in the prospectus dated
July 16, 2024.

8. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

9. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2025 comprised of Five (5) Directors out
of which Two (2) are Executive Directors and one (1) is Non-Executive Director and two (2) are
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.

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name

Designation

DIN/PAN

1

Pramit Bharatkumar
Brahmbhatt

Chairman & Managing Director

02400764

2

Kanaksinh Agarsinh Gohil

Executive Director

02917131

3

Dilip Balshanker Joshi

Non- Executive Independent
Director

10212458

4

Amita Jatin Parikh

Non- Executive Independent
Director

10227065

5

Sureshchandra Naharsinh Rao

Non- Executive Director

10212702

6

Manan Bharatkumar
Brahmbhatt

Chief Financial Officer

*****1708G

7

Poonam Pravinbhai Panchal

Company Secretary

*****6934N

During the year, there was no Directors & KMP appointed or resigned from their directorship.

11. 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

12. 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).

13. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 18 (Eighteen) 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, 2024

5

2

April 10, 2024

5

3

April 30, 2024

3

4

May 11, 2024

5

5

June 4, 2024

5

6

June 13, 2024

5

7

July 1, 2024

5

8

July 4, 2024

5

9

July 10, 2024

5

10

July 16, 2024

5

11

August 26, 2024

5

12

September 28, 2024

5

13

October 30, 2024

4

14

November 11, 2024

5

15

November 25, 2024

5

16

December 30, 2024

5

17

February 1, 2025

5

18

February 11, 2025

5

The details of meetings attended by the Directors are as follows:

Sr.

No.

Name of Director/KMP

No. of Meetings
entitled to attend

No. of meetings
attended

1

Pramit Bharatkumar Brahmbhatt

18

18

2

Kanaksinh Agarsinh Gohil

18

18

3

Dilip Balshanker Joshi

18

17

4

Amita Jatin Parikh

18

18

5

Sureshchandra Naharsinh Rao

18

18

6

Manan Bharatkumar Brahmbhatt

18

18

7

Poonam Pravinbhai Panchal

18

18

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.

The detailed composition of the members of the Audit Committee at present is given below:

Name

Nature of Directorship

Status in Committee

Dilip Balshanker Joshi

Non-Executive Independent
Director

Chairman

Amita Jatin Parikh

Non-Executive Independent
Director

Member

Pramit Bharatkumar
Bramhbhatt

Managing Director

Member

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 11 (Eleven) Audit Committee Meetings were held dated:
April 10, 2024, April 30, 2024, May 11, 2024, June 04, 2024, June 13, 2024, July 01, 2024, July 04,
2024, August 26, 2024, September 28, 2024, October 30, 2024 and February 01, 2025.

Attendance for Audit Committee Meeting:

Sr. No.

Name of Committee Member

No. of Meeting

Entitled to Attend

Attended

1.

Dilip Balshanker Joshi

11

9

2.

Amita Jatin Parikh

11

10

3.

Sureshchandra Naharsinh Rao

11

10

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:

Name

Nature of Directorship

Status in Committee

Amita Jatin Parikh

Non-Executive Independent
Director

Chairman

Dilip Balshanker Joshi

Non-Executive Independent
Director

Member

Sureshchandra Naharsinh
Rao

Non-Executive Director

Member

During the period under review, total 4 (Four) Nomination and Remuneration Committee
Meetings were held dated:

April 30, 2024, June 04, 2024, September 28, 2024 & October 30, 2024.

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No.

Name of Committee Member

No. of Meeting

Entitled to Attend

Attended

1.

Amita Jatin Parikh

4

4

2.

Dilip Balshanker Joshi

4

3

3.

Sureshchandra Naharsinh Rao

4

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:

Name

Nature of Directorship

Status in Committee

Sureshchandra Naharsinh
Rao

Non-Executive Director

Chairman

Amita Jatin Parikh

Non-Executive Independent
Director

Member

Dilip Balshanker Joshi

Non-Executive Independent
Director

Member

During the period under review, a total of 2 (Two) Stakeholders Relationship Committee
Meetings were held dated:

October 30, 2024 and February 11, 2025.

Attendance of Stakeholder Relationship Committee Meeting:

No. of Meeting

Sr. No.

Name of Committee Member

Entitled to
Attend

Attended

1.

Sureshchandra Naharsinh Rao

2

2

2.

Amita Jatin Parikh

2

2

3.

Dilip Balshanker Joshi

2

1

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of
Directors is managing the CSR spend as the same has not exceeded the threshold limit of INR 50
lakhs. The Company is in compliance with Section135(9) of the Companies Act, 2013.

14. EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of
Schedule II to the Listing Regulations, the Management carried out proper evaluation of the
Independent Directors prior to their appointment, on the basis of contribution towards
development of the Business and various other criteria like experience and expertise,
performance of specific duties and obligations etc.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of
its own performance and that of its committees as well as performance of Directors individually
through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of criteria such as the contribution of the individual director to the Board
and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried
out by the Independent Directors. The performance evaluation of the Non-Executive Chairman of
the Company was also carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism
(“Vigil Mechanism”) for employees including Directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act.

The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link:
https://sahaisolar.com/investors/

15. 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://sahaisolar.com/investors/

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 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, 2025 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.

17. 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.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As on March 31, 2025, Your Company has following Subsidiaries:

1. Veracity Energy and Infrastructure Private Limited - Subsidiary

2. Veracity Powertronics Private Limited - Subsidiary

3. Veracity Renewable Energy Private Limited - Subsidiary

4. Sahaj PV Ancillary Private Limited - Subsidiary

5. Sahaj Renewable Energy Trading FCZO - Wholly Owned Subsidiary*

6. Sahaj Renewable Power Limited - Subsidiary*

7. Sustainable Planet Green Energies Private Limited**

*Both the Companies have been incorporated outside India before the review period.

**Sustainabie Planet Green Energies Private Limited has ceased to be a subsidiary of our Company
from September 28,2024 pursuant to the Share Sale Agreement dated September 28,2024

The Company does not have any associate companies and has not entered into any joint ventures
with any other entities.

A statement in Form AOC-1 pursuant to the first proviso of Section 129 of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014 containing salient features of the financial statement
of subsidiaries/ associate companies/ joint ventures is attached as
''Annexure A''.

19. 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.

EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the
financial year ended March 31, 2025 will be placed on the website of the company at
https://sahaisolar.com/investors/

20. 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.

B. SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013 the Company is required to obtain
Secretarial Audit Report and annex the same to the Boards Report. Accordingly, the Board, at its
meeting held on August 8, 2025, appointed M/s. Pitroda Nayan & Associates, Practising Company
Secretaries to conduct the Secretarial audit of the Company for F.Y. 2024-25.

C. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Rohan
Thakkar and Co., Chartered Accountant as Internal Auditor of the Company for F.Y. 2024-25.

AUDITOR''S REPORT AND SECRETERIAL AUDITOR''S REPORT

Auditor''s Report

The Auditors'' Report for the Financial Year ended March 31, 2025 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.
No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board''s Report.

As required by Listing Regulations, the Auditor''s Certificate on Corporate Governance is enclosed
and forms a part of this report. The auditor''s certificate for Financial Year ending on March 31,
2025 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor''s Report

The Secretarial Audit Report is annexed as ''Annexure B'' and forms an integral part of this Report.
The Secretarial Auditors have not expressed any qualifications in their Secretarial Audit Report
for the year under review. 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.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Annual Report on CSR activities as required to be given under the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules 2014 has been provided in
''Annexure-
C''
. The Company has adopted its Corporate Social Responsibility Policy (“the CSR Policy”) in line
with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities,
implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The
policy on Corporate Social Responsibility is uploaded on the website of the Company.

22. 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.

23. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year.

24. RISK MANAGEMENT POLICY

The Board of Directors of the Company have 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.

25. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an
arm''s length basis and in the ordinary course of business. The disclosure of material RPT is
required to be made under Section 134(3)(h) read with Section 188(2) of the Companies Act,
2013 in Form AOC 2 is attached as
''Annexure D'' forming part of this Report. The details of the
material RPT, entered into during the year by the Company as approved by the Board, is given as
Annexure to this Report. Your Directors draw your attention to Notes to the Standalone and
Consolidated financial statements, which set out related party disclosures. Loans and advances in
the nature of loans to subsidiaries and Associates, transactions of the listed entity with any person
or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding
in the listed entity is also disclosed on Notes to the Standalone and Consolidated financial
statements.

26. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of
Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018,
the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or
suspected leak of UPSI are adopted by the Company and are made available on the Website of the
Company. Weblink:
https://sahaisolar.com/investors/

27. MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms
part of this Report.

28. CORPORATE GOVERNANCE REPORT

In accordance with 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).”

29. GENERAL SHAREHOLDER INFORMATION

A

AGM: Day, Date, Time and Venue

Wednesday, September 29, 2025, at
12:00 P.M through V.C

B

Financial Year

2024-25

C

Cut-off date for the purpose of determining
shareholders for voting

September 22, 2025

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 2024¬
2025

H

Market Price Data (High, Low during each
month in last financial year 2024-25)

*Refer Table below

I

Registrar and Share Transfer Agents

KFin Technologies Limited

*MARKET PRICE DATA

Month

High

Low

July 2024

530.40

342.00

August 2024

790.00

442.00

September 2024

720.00

550.00

October 2024

640.00

575.00

November 2024

610.00

490.10

December 2024

571.10

496.10

January 2025

575.00

412.00

February 2025

525.00

445.00

March 2025

451.00

300.00

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

Share Nominal

% of Total

Shareholding

% to Total

Value

numbers

Amount

Amount

Upto 5,000

56.76

39,49,000

3.59

Upto 5,001 to
10,000

31.07

72,72,000

6.62

10,001 To 20,000

6.39

28,94,000

2.63

20,001 To 30,000

1.60

11,66,000

1.06

30,001 To 40,000

1.53

15,80,000

1.44

40,001 To 50,000

0.58

7,84,000

0.71

50,001 To 1,00,000

0.92

19,06,000

1.73

1,00,000 and
Above

1.15

9,03,09,100

82.20

Total

100.00

10,98,60,100

100.00

SHAREHOLDING PATTERN AS ON MARCH 31, 2025

Sr.

No.

Category

Shareholders

No of shares
held

Percentage

of

holding

1.

Promoter and Promoter Group

6

78,30,660

71.28

2.

Institutions Domestic

2

1,99,400

1.82

3.

Institutions Foreign

4

3,600

0.03

4.

Directors and their relatives

-

-

-

5.

KMP

-

-

-

6.

Individual shareholders holding
nominal shares Capital upto 2 lakhs

2,717

18,75,750

17.07

Individual Shareholders holding

7.

nominal Shares Capital in excess of 2
Lakhs

10

4,87,800

4.44

8.

NRI

67

1,10,200

1.00

9.

Bodies corporate

35

2,74,400

2.50

10.

Any other

106

2,04,200

1.86

TOTAL

2,947

1,09,86,010

100.00

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

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

Sr.

No.

Particulars

No. of Complaints

1

Number of Complaints of Sexual Harassment received
during the FY

0

2

Number of Complaints disposed-off during the FY

0

3

Number of Cases pending at the end of FY for more

0

than Ninety days

31. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERIALITY BENEFIT ACT,
1961:

Company is in Compliance with provisions relating to the Materiality Benefit Act, 1961 during the
Year under review i.e. FY 2024-25.

32. 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

Particulars

2024-25

2023-24

Total Foreign Exchange earned

98.15

150.21

Total Foreign Exchange Outgo

607.98

1794.00

33. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are attached as
''Annexure E'' forming part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of
this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being
sent to the Members excluding the aforesaid.

34. 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).

35. 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.

36. 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.

37. 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.

38. 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.


Mar 31, 2024

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

--_- (Rs. in Lakhs)

Particulars

Company standalone

Sahaj Solar Group

Consolidated

As at 31.03. 2024

As at 31.03.2023

As at 31.03.2024

Total Income

17976.21

18377.38

20171.55

Profit Before Tax, Interest and Depreciation

2285.04

1106.14

2492.28

Finance Cost

376.20

194.73

417.18

Depreciation

102.04

138.30

116.44

Profit Before Tax

1806.80

770.42

1958.66

Current Tax

637.74

199.7

678.87

Deferred Tax

-57.32

-8.86

-56.71

Profit After Tax

1226.38

579.57

1336.51

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.

SI. No.

Date of BOD Meeting

Total no. of Director

Directors attending the meeting

1

07/04/2023

3

3

2

03/05/2023

3

3

3

31/05/2023

3

3

4

05/06/2023

3

3

5

23/06/2023

3

3

6

30/06/2024

3

3

7

05/07/2023

4

3

8

10/07/2023

5

5

9

13/07/2023

5

5

10

02/08/2023

5

5

11

09/08/2023

5

5

12

21/08/2023

5

5

13

31/08/2023

5

5

14

22/09/2023

5

5

15

28/09/2023

5

5

16

10/10/2023

5

5

17

07/11/2023

5

5

18

12/12/2023

5

4

19

14/12/2023

5

4

20

30/12/2023

5

4

21

20/01/2024

5

5

22

07/02/2024

5

5

23

12/03/2024

5

5

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:

Name of Director

Designation

Nature of Directorship

Mr. Dilip Balshanker Joshi

Chairman

Independent Director

Mrs. Amita Jatin Parikh

Member

Independent Director

Mr. Sureshchandra Naharsinh Rao

Member

Non-Executive Director

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:

Name of Director

Designation

Nature of Directorship

Mrs. Amita Jatin Parikh

Chairman

Independent Director

Mr. Dilip Balshanker Joshi

Member

Independent Director

Mr. Sureshchandra Naharsinh Rao

Member

Non-Executive Director

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

Name of Director

Designation

Nature of Directorship

Mr. Sureshchandra Naharsinh Rao

Chairman

Non-Executive Director

Mr. Dilip Balshanker Joshi

Member

Independent & Non-Executive Director

Mrs. Amita Jatin Parikh

Member

Managing Director

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:

SI. No.

Name

Designation

1.

Pramit Bharatkumar Brahmbhatt

Managing Director

2.

Kanaksinh Agarsinh Gohil

Director

3.

Dilip Balshanker Joshi

Independent Non-Executive Director

4.

Amita Jatin Parikh

Independent Non-Executive Director

5.

Sureshchandra Naharsinh Rao

Non-Executive Director

6.

Manan Bharatkumar Brahmbhatt

Chief Financial Officer

7.

Poonam P Panchal

Company Secretary and Compliance Officer

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 30th 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.

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