Directors Report of Solex Energy Ltd.

Mar 31, 2025

The directors have pleasure in presenting the 11^th Annual Report of your Company together with the Audited Financial
Statements for the year ended 31^st March, 2025.

The Director''s Report is prepared based on the Standalone & Consolidated Financial Statements of the Company and the
Report on the performance and financial position of the Company.

The Company''s financial performance for the year ended on 31^st March, 2025 is summarized below:

1. FINANCIAL HIGHLIGHTS (Amount H in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	66,364.43	36,801.53	66,582.03	36,801.53
Profit before Interest and Depreciation	7,244 39	3,050 77	7,671 36	3,050 77
Less Interest	................................1,07667..............................	.........1"055''46.......	1,076 89	.......255046......
Profit Before Depreciation	...............................6,167 72..............................	........2000 31.......	6,594 47	......2,000 31......
Less: Depreciation	922.96	846.16	923.13	846.16
Profit Before Tax	5,244.76	1,154.15	5,671.34	1,154.15
Less/Add: Tax Expenses
Taxes for Earlier years	0	....................................0......	0	0
Current Tax	1,210 86	..............20910......	1,318 12	209 10
Deferred Tax	73.73	71.57	73.83	71.57
Total Tax Expenses	1,284.59	280.67	1,391.95	280.67
Profit for the year	3,960.17	873.48	4,279.39	873.48

A. Previous period/ year figures have been re-grouped/ re-classified wherever required.

B. There has been no change in nature of business of the Company.

2. PERFORMANCE HIGHLIGHTS:
Consolidated:

Total revenue of the Company for the financial year
2024-25 stood at H66582.03 lakhs as against 36801.53
lakhs for the financial year 2023-24, showing an
increase of 80.92%.

EBITDA for the financial year 2024-25 stood at H7671.36
lakhs as against H3050.77 Lakhs for the financial year

2023- 24, showing an increase of 151.46%.

Profit after tax for the financial year 2024-25 stood at
H4279.39 lakhs as against 873.48 lakhs for the financial
year 2023-24 showing an increase of 389.92%.

Standalone:

Total revenue of the Company for the financial year

2024- 25 stood at H66364.43 lakhs as against 36801.53
lakhs for the financial year 2023-24, showing an
increase of 80.34%.

EBITDA for the financial year 2024-25 stood at H7244.39
lakhs as against H3050.77 Lakhs for the financial year
2023-24, showing an increase of 137.46%.

Profit after tax for the financial year 2024-25 stood at
H3960.17 lakhs as against 873.48 lakhs for the financial
year 2023-24 showing an increase of 353.38%.

3. TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3)(J) OF THE COMPANIES
ACT, 2013

During the year, the Company has not apportioned
any amount to other reserve. The profit earned during
the year has been carried to the reserve and surplus
of the Company.

4. MATERIAL CHANGES AND
COMMITMENTS,IF ANY, 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

There has been no material change and commitment
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.

Increase in Authorized Share Capital:

The Authorized Share Capital of the Company was
increased from H8,00,00,000 (Rupees Eight Crore)
to H9,00,00,000 (Rupees Nine Crore) pursuant to an
Ordinary Resolution passed at the Extra-Ordinary
General Meeting held on June 12, 2024.

Subsequently, the Authorized Share Capital was
further increased from H9,00,00,000 (Rupees Nine
Crore) to H11,00,00,000 (Rupees Eleven Crore) by
way of an Ordinary Resolution passed through Postal
Ballot on September 12, 2024.

Preferential Allotment of Equity Shares:

Pursuant to shareholders'' approval obtained through
a Special Resolution passed at the Extra Ordinary
General Meeting held on June 12, 2024, the Company
allotted 6,42,000 (Six Lakh Forty-Two Thousand) Equity
Shares on a preferential basis at an issue price of
H1,136/- per share (including a premium of H1,126/-),
in accordance with the provisions of Chapter V of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations.

Issue of Bonus Shares:

The Company allotted 21,60,489 (Twenty-One Lakh
Sixty Thousand Four Hundred Eighty-Nine) fully paid-
up Bonus Equity Shares of H10/- each, in the ratio of
1:4, i.e., one bonus share for every four equity shares
held, to the eligible shareholders.

5. POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION

The current policy is to have an appropriate mix of
executive, non-executive and independent directors to
maintain the independence of the Board, and separate
its functions of governance and management. As
of March 31, 2025, the Board had twelve members,
a Managing Director, two whole time Directors,
one executive woman director, two non-executive
directors and six independent directors.

The policy of the Company on directors'' appointment
and remuneration, including the criteria for
determining qualifications, positive attributes,
independence of a director and other matters, as
required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website, at
https://solex.in/investor/.

We affirm that the remuneration paid to the directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

6. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES

During the financial year 2024-25 the Company had
incorporated a Subsidiary company "Solex Green
Energy Private Limited". Apart for the information
disclosed herein, there were no Subsidiary, Joint
Venture, or Associate Companies, nor did any
company cease to be a Subsidiary, Joint Venture, or
Associate Company.

The performance, financial position and the details
required under Section 129 of the Companies Act,
2013, for each of the subsidiaries for the financial year
ended March 31, 2025 in the prescribed format AOC-
1, is attached as "Annexure-A", which forms part of
this report.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of
the company.

8. BOARD AND GENERAL MEETINGS

During the financial year 2024-25, the Company
convened 11 (Eleven) meetings of the Board of
Directors, 1 (One) Meeting of the Independent
Directors, 1 (One) Extra-Ordinary General Meeting,
and conducted 2 (Two) Postal Ballots.

a) Board Meetings

The details of the Board Meetings held during the
year are as follows:

b) Meeting of Independent Directors

In compliance with the provisions of the
Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, a separate meeting of the
Independent Directors was held on February 17,
2025, without the attendance of Non-Independent
Directors and members of management.

Sr. No.	Board Meeting No.	Date of Meeting
1	01/2024-25	April 24, 2024
2	02/2024-25	May 17, 2024
3	03/2024-25	May 28, 2024
4	04/2024-25	July 20, 2024
5	05/2024-25	August 8, 2024
6	06/2024-25	August 28, 2024
7	07/2024-25	September 24, 2024
8	08/2024-25	November 11, 2024
9	09/2024-25	November 16, 2024
10	10/2024-25	January 11, 2025
11	11/2024-25	March 6, 2025

c) Extra-Ordinary General Meeting (EGM)

An Extra-Ordinary General Meeting of the
Company was held on June 12, 2024, to transact
special business as per the notice circulated to
the shareholders.

d) Postal Ballots

During the year under review, the Company
conducted the following postal ballots in
accordance with the applicable provisions of
the Companies Act, 2013 and rules framed
thereunder:

1. Postal Ballot Notice dated August 8, 2024,
for which the results were declared on
September 14, 2024. The resolutions were
deemed to have been passed on September
12, 2024.

2. Postal Ballot Notice dated March 6, 2025, for
which the results were declared on April 9,
2025. The resolutions were deemed to have
been passed on April 7, 2025.

9. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015
("LODR Regulations"), the Compliance with the
Corporate Governance provisions shall not apply in
respect of the following class of the Companies:

a) Listed entity having paid up equity share capital
not exceeding H10 Crore and Net Worth not
exceeding H25 Crore, as on the last day of the
previous financial year;

b) Listed entity which has listed its specified
securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid
exemption of clause (b); hence compliance with the
provision of Corporate Governance as specified in
Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25,
26, 27 and clauses (b) to (i) of sub regulation (2) of
regulation 46 & Para C, D & E of Schedule V shall not
apply to the Company and it does not form the part
of the Annual Report for the financial year 2024-2025.

10. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A report on Management Discussion and Analysis,
as required in terms of Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this report and it
deals with the Business Operations and Financial
Performance, Research & Development Expansion
& Diversification, Risk Management, Marketing
Strategy, Safety & Environment, Human Resource
Development, significant changes in key financial
ratios etc. in "ANNEXURE-B"

11. DIVIDEND

The Board of Directors at its meeting held on 12^thMay, 2025 have recommended a payment of final
dividend of H0.55 per equity share of the face value
of H10/- each for the financial year ended 31^st March,
2025, subject to approval of the shareholders of the
Company at the ensuing Annual General Meeting.
Also, there is no obligation of company to transfer the
unpaid/unclaimed dividend in IEPF account during
the year.

12. SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital
of the Company is H11,00,00,000/- (Eleven Crore
Only) consisting 1,10,00,000 (One Crore Ten Lakh
Only) Equity shares of Rs.10/- Each.

PAID UP SHARE CAPITAL

As on 31^st March, 2025, the Paid-up share capital of
the Company is H10,80,24,890/- (Ten Crore Eighty
Lakh Twenty Four Thousand Eight Hundred Ninety
Only) consisting 1,08,02,489 (One Crore Eight Lakh
Two Thousand Four Hundred Eighty Nine Only) Equity
shares of H10/- each.

13. DEPOSITS

Our Company has not accepted any deposits from
the public within the meaning of Section 73 and
74 of the Companies Act, 2013 and read with the
Companies (Acceptance of Deposits) Rules, 2014 for
the year ended 31^st March, 2025.

14. A STATEMENT INDICATING
DEVELOPMENT AND IMPLEMENTATION
OF A RISK MANAGEMENT POLICY

FOR THE COMPANY INCLUDING
IDENTIFICATION THEREIN OF ELEMENTS
OF RISK, IF ANY, WHICH IN THE OPINION
OF THE BOARD MAY THREATEN THE
EXISTENCE OF THE COMPANY

The Company has formalized Risk Management
system by formulating and adopting Risk Management
Policy to identify, evaluate, monitor and minimize the
identifiable business risk in the Company. This is an
ongoing process and the Audit Committee periodically
reviews all the risk and suggests the necessary steps
to mitigate the risk if any such as strategic, financial,
credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks those have
been identified and assessed, which may threaten the
existence of the Company.

There is no such risk which in the opinion of the Board
may threaten the existence of the Company.

15. THE DETAILS ABOUT THE POLICY

DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES TAKEN

DURING THE YEAR

During the financial year under review, the Company
has duly spent 2% of the average net profits of the
three immediately preceding financial years in
compliance with the provisions of Section 135 of the
Companies Act, 2013. The Chief Financial Officer of
the Company has certified that the CSR expenditure
for the Financial Year 2023-24 has been utilized for the
purposes and in the manner approved by the Board
of Directors.

As part of its strong commitment to social responsibility
and community well-being, the Company extended
its support to the Traffic Education Trust under its
Corporate Social Responsibility (CSR) initiatives.
Recognizing the growing need for enhanced road
safety awareness, the Company contributed to a
series of impactful programs aimed at educating
citizens on traffic rules, responsible driving behavior,
and accident prevention measures. These programs
include road safety camps, and awareness drives
conducted in collaboration with local traffic authorities
and educational institutions.

By empowering individuals with critical knowledge
and promoting a culture of alertness and discipline on
the roads, the Company has contributed to fostering
a safer, more responsible community. The initiative
has not only increased awareness among young and
first-time drivers but also created ripple effects within
families and neighborhoods.

The Company contributed an amount of H0.11 crore
towards these initiatives during the financial year,
underscoring its deep commitment to driving positive
change beyond business and making a tangible
difference in public safety. Through its continued
support to such meaningful causes, the Company
remains dedicated to building a better and more
conscientious society.

The Annual Report on CSR activities is annexed and
forms part of this report.

16. DIRECTORS & KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company,
Mr. Anil Rathi (DIN: 01405654) and Mrs. Kiran Shah
(DIN: 09046468) will retire by rotation at the ensuing
Annual General Meeting and are being eligible for
re-appointment.

During the period under review, the Company
had appointed Mr. Sanjay Bhagvandas Punjabi

(DIN: 03125759), Mr. Jayesh Jayantilal Gajjar
(DIN: 10883778) and Mr. Sanjay Srivastava (DIN:
10901774) as an Additional Independent Director
of the Company w.e.f. January 11, 2025. The Office
of Mr. Sanjay Bhagvandas Punjabi (DIN: 03125759),
Mr. Jayesh Jayantilal Gajjar (DIN: 10883778)
and Mr. Sanjay Srivastava (DIN: 10901774) was
subsequently regularized as an Independent Director
through Postal Ballot Resolution passed on April 7,
2025.

Key Managerial Personnel:

The following are the Key Managerial Personnel of the
Company pursuant to Section 2(51) and 203 of the
Companies Act, 2013 as on March 31, 2025:

1. Dr. Chetan Shah

Chairman & Managing Director

2. Mr. Kalpeshkumar Patel
Whole-Time Director

3. Mr. Piyush Chandak
Whole Time Director

4. Mrs. Kiran Shah
Chief Financial Officer

5. Ms. Azmin Chiniwala

Company Secretary & Compliance Officer

17. NOMINATION AND REMUNERATION
POLICY

The Board has, on recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
senior Management and their Remuneration including
criteria for determining qualifications, positive
attributes, Independence of a director. The said policy
has also been uploaded on the Company''s website at
https://solex.in/investor/

18. ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL
DIRECTORS

The Board of Directors has carried out an annual
evaluation of its own performance, its Committees
and Individual Directors pursuant to the requirements
of the Companies Act, 2013 and rules made
thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
schedule prescribed thereunder.

In a separate meeting of independent directors held
on Monday, February, 17, 2025, the performance of
non- independent directors, the Board as a whole,
and the chairman of the company were evaluated,
taking into account the views of executive directors
and non-executive directors.

19. AUDITORS
Statutory Auditors

The Board of Directors at its meeting held on 30^thAugust, 2022, as per the recommendation of the Audit
Committee, and pursuant to the provisions of Section
139 of the Companies Act, 2013, have appointed M/s.
HRK & Co., Chartered Accountants, (Firm Registration
No: 146985W), Vapi to hold the office from the
conclusion of the 8^th Annual General Meeting till the
conclusion of 13^th Annual General Meeting of the
Company.

The Board of Directors at its Meeting held on August
26, 2025 recommended the appointment of M/s.
Maheshwari & Co., Chartered Accountants (Firm
Registration No. 105834W), as the Statutory Auditors
of the Company to fill the casual vacancy caused
by the resignation of M/s. HRK & Co., Chartered
Accountants.

The Auditors'' Report annexed to the financial
statements for the year under review does not contain
any qualifications.

Based on the recommendation of the Audit
Committee, the Board of Directors of the Company
recommended the appointment of M/s. Maheshwari
& Co., Chartered Accountants (Firm Registration No.
105834W), as the Statutory Auditors of the Company
to fill the casual vacancy caused by the resignation of
M/s. HRK & Co., Chartered Accountants.

Internal Auditors

The Board of Directors in their meeting held on
12^th, May, 2025, appointed M/s Savjani & Associates,
Chartered Accountants, as Internal Auditor of the
Company in terms of Section 138 of the Companies
Act, 2013 and rules made thereunder, for Financial
Year 1^st April, 2025 to 31^st March, 2026, upon
recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. RPSS & Co., Practicing Company Secretaries,
Ahmedabad (Peer Review No.: 3804/2023) to
undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit is annexed herewith
marked as "ANNEXURE -C" to this Report.

20. DISCLOSURE REGARDING MAINTENANCE
OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records

maintained by the Company in respect of its activity
are required to be audited.

The directors had, on recommendation of the
Audit Committee, appointed M/s PK. Chatterjee &
Associates, to audit the cost accounts of the Company
for the financial year ending 31^st March, 2025 on a
remuneration of H1,00,000/- plus applicable taxes and
out of pocket expenses, if any incurred during the
course of audit. As required under the Companies
Act, 2013, the remuneration payable to the Cost
Auditors is required to be placed before the Members
in a general meeting for their ratification. Accordingly,
a Resolution seeking Members'' ratification for the
remuneration payable to M/s P.K. Chatterjee &
Associates, the Cost Auditors is included in the Notice
convening the 11^th Annual General Meeting.

21. EXPLANATION OR COMMENTS ON
DISQUALIFICATIONS, RESERVATIONS,
ADVERSE REMARKS OR DISCLAIMERS IN
THE AUDITOR''S REPORTS

There have been no disqualifications, reservations,
adverse remarks or disclaimers in the Statutory
auditor''s reports, Secretarial Auditors Report and Cost
Auditors Report, requiring explanation or comments
by the Board.

22. COMMITTEES OF THE BOARD

During the year under review, there were no
modifications in the composition of Audit Committee
and Nomination and Remuneration Committee.

In compliance with the requirement of applicable
laws and as part of best governance practices, the
Company has following Committees of the Board as
on 31^st March, 2025.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

i Audit Committee

Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Patel	Chairman	Non-Executive- Independent Director
Mr. Vipul Shah	Member	Non-Executive Director
Mr. Amit Trivedi	Member	Non-Executive- Independent Director

During the financial year ended on 31^st March
2025, 6 (Six) meetings of the Audit Committee
were held on 24.04.2024, 28.05.2024, 20.07.2024,
08.08.2024, 28.08.2024 & 11.11.2024.

Terms of Reference:

Audit Committee:

Every Audit Committee shall act in accordance with
the terms of reference specified in writing by the
Board which shall, inter alia, include;

(i) the recommendation for appointment,
remuneration and terms of appointment of
auditors of the company;

(ii) review and monitor the auditor''s independence
and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the
auditors'' report thereon;

(iv) approval or any subsequent modification of
transactions of the company with related parties;

Provided that the Audit Committee may make
omnibus approval for related party transactions
proposed to be entered into by the company subject
to such conditions as may be prescribed.

Provided further that in case of transaction, other than
transactions referred to in section 188, and where
Audit Committee does not approve the transaction, it
shall make its recommendations to the Board:

ii. NOMINATION AND REMUNERATION
COMMITTEE

Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Patel	Chairman	Non-Executive- Independent Director
Mr. Vipul Shah	Member	Non-Executive Director
Mr. Amit Trivedi	Member	Non-Executive- Independent Director

During the financial year ended on 31^st March
2025, 3 (Three) meetings of the Nomination
and Remuneration Committee were held on
28.05.2024, 28.08.2024 & 11.01.2025.

iii. STAKEHOLDERS RELATIONSHIP

COMMITTEE

Name of the	Status in	Nature of
Director	Committee	Directorship
Mr. Anil Rathi	Chairman	Non-Executive Director
Mr. Piyush	Member	Executive
Chandak	Member	Director
Dr. Chetan Shah	Member	Executive Director

Provided also that in case any transaction involving any
amount not exceeding one crore rupees is entered
into by a director or officer of the company without
obtaining the approval of the Audit Committee
and it is not ratified by the Audit Committee within
three months from the date of the transaction, such
transaction shall be voidable at the option of the Audit
Committee and if the transaction is with the related
party to any director or is authorized by any other
director, the director concerned shall indemnify the
company against any loss incurred by it:

Provided also that the provisions of this clause shall
not apply to a transaction, other than a transaction
referred to in section 188, between a holding
company and its wholly owned subsidiary company.

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the
company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk
management systems;

(viii) monitoring the end use of funds raised through
public offers and related matters.

Nomination and Remuneration Committee:

Every Nomination and Remuneration Committee
shall act in accordance with the terms of reference
specified in writing by the Board which shall, inter alia,
include;

(i) The Nomination and Remuneration Committee
shall identify persons who are qualified to
become directors and who may be appointed
in senior management in accordance with the
criteria laid down, recommend to the Board their
appointment and removal and shall specify the
manner for effective evaluation of performance
of Board, its committees and individual directors
to be carried out either by the Board, by the
Nomination and Remuneration Committee or by
an independent external agency and review its
implementation and compliance.

(ii) The Nomination and Remuneration Committee
shall formulate the criteria for determining
qualifications, positive attributes and
independence of a director and recommend to
the Board a policy, relating to the remuneration
for the directors, key managerial personnel and
other employees.

(iii) The Nomination and Remuneration Committee
shall, while formulating the policy under subÂ¬
section ensure that;

a) The level and composition of remuneration
is reasonable and sufficient to attract, retain

and motivate directors of the quality required
to run the company successfully;

b) Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

c) Remuneration to directors, key managerial
personnel and senior management involves
a balance between fixed and incentive pay
reflecting short and long-term performance
objectives appropriate to the working of the
company and its goals.

Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the
following:

(i) . Resolving the grievances of the security holders

of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general
meetings etc.

(ii) . Review of measures taken for effective exercise

of voting rights by shareholders.

(iii) . Review of adherence to the service standards

adopted by the listed entity in respect of various
services being rendered by the Registrar & Share
Transfer Agent.

(iv) Review of the various measures and initiatives
taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of
the company.

(v) Oversee the statutory compliance relating to
all securities including dividend payments and
transfer of unclaimed amounts to the Investor
Education and Protection Fund.

(vi) Review of movements in shareholding and
ownership structures of the Company.

(vii) . Conduct a shareholder satisfaction survey to judge

the level of satisfaction amongst shareholders.

(viii) Suggest and drive implementation of various
investor-friendly initiatives.

(ix) Carry out any other function as is referred by
the Board from time to time or enforced by
any statutory notification / amendment or
modification as may be applicable.

23. COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUBÂ¬
SECTION (3) OF SECTION 178

The Company has constituted a Nomination and
Remuneration Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The
Board has, framed a Nomination & Remuneration
policy for selection and appointment of Directors,
Senior Management and their remuneration including
criteria for determining qualifications, positive
attributes, independence of a Director, etc. and the
same is also available on the website of the Company
at the link https://solex.in/investors/.

24. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED

Details of investments, loans and guarantee under the
provisions of Section 186 of the Companies Act, 2013
read with the Companies (Meeting of Board and its
Powers) Rules, 2014, as on 31^st March, 2025, are set
out in Notes to Financial Statements forming part of
this report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the
Companies Act, 2013, the Board of Directors hereby
confirms that,

i. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures.

ii. They have in the selection of the accounting
policies, consulted the Statutory Auditors and has
applied them consistently and made judgments
and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs
of the company as at 31^st March, 2025 and of the
profit or loss of the company for that period.

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities, to the best of its knowledge and
ability.

iv. They have prepared the annual accounts on a
going concern basis.

v. The Directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating efficiently.

vi. 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.

26. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Company has been exempted from reporting on
Business Responsibility and Sustainability Report as
per Regulation 34(2)(f) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

27. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SUBÂ¬
SECTION (12) OF SECTION 143 OTHER
THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under
review, which required the statutory auditors to report
to the audit committee and /or Board under section
143(12) of Act and rules framed thereunder.

28. A STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

All Independent Directors (IDs) have given declaration
that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act,
2013. In the opinion of the Board, they fulfil the
conditions of independence, integrity, expertise and
experience (including the proficiency) as specified
in the act and the rules made thereunder and are
independent of the management. The details terms of
appointment of IDs are disclosed on the company''s
website with following link https://solex.in/investors/

29. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act,

2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return
is available on the website of the Company a t URL
https://solex.in/investors/

30. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) & 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 is annexed herewith as "ANNEXURE -D" to this
report.

31. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF
SECTION 188

All related party transactions that were entered during
the financial year were in the ordinary course of the
business of the Company and were on arm''s length
basis. There were no materially significant related
party transactions entered with Promoters, Directors,
Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the
Company. The transactions entered into, pursuant
to the omnibus approval so granted, are audited
and a statement giving details of all related party
transactions is placed before the Audit Committee
and the Board of Directors for their approval. The
policy on materiality of Related Party Transactions as
approved by the Board of Directors is uploaded on the
website of the Company https://solex.in/investors/.
Details of related party transactions in the ordinary
course of business and on an arm''s length basis, are
furnished in form AOC-2, which is annexed herewith
as "ANNEXURE -E" to this report.

32. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Pursuant to the provisions of section 177(9) & (10)
of the Companies Act, 2013, a Vigil Mechanism or
''Whistle Blower Policy'' for directors, employees and
other stakeholders to report genuine concerns has
been established. The Company has built a reputation
for doing business with honesty and integrity over the
years, and has shown zero tolerance for any sort of
unethical behavior or wrong doing or suspected fraud
or violation of the Company''s Code of Conduct or
policy. Whistle-blower Policy and Code of Business
Conduct have been hosted on the website of the
Company https://solex.in/investors/.

33. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL
MEETINGS

The company is in compliance with the Secretarial
Standard on Meeting of the Board of Directors
(SS-1) and General Meeting (SS-2) issued by the
Institute of Company Secretaries of India and
approved by the Central Government.

34. NON-APPLICABILITY OF INDIAN
ACCOUNTING STANDARDS

As per Provision to sub rule (1) of Rule 4 of the
companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16^thFebruary, 2015, Companies whose shares are listed
on SME exchange as referred to in Chapter XB of
SEBI (Issue of Capital and Disclosure Requirements)
Regulations,2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. 1^st April,

2017. As your Company is also listed on SME Platform
of NSE Limited, is covered under the exempted
category and is not required to comply with IND-AS
for preparation of financial statements beginning with
period on or after 1^st April, 2017.

35. CONSERVATION OF ENERGY,
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 Companies Act, 2013 read with Rule 8 of
The Companies (Accounts) Rules, 2014, is annexed
herewith as "ANNEXURE- F".

36. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

As we review our financial practices, we recognize
that establishing a robust system of internal financial
controls is a crucial step towards enhancing the
accuracy of our financial reporting and safeguarding
our assets. Currently, our internal control framework
is in its initial stages, and we acknowledge the need
for comprehensive development in this area. Moving
forward, we are committed to implementing a
structured approach to internal financial controls,
including the development of policies and procedures
designed to address risk management, segregation
of duties, and authorization processes. Our goal is
to create a strong control environment that not only
supports reliable financial reporting but also promotes
operational efficiency and compliance with regulatory
requirements.

37. ANY SIGNIFICANT AND MATERIAL ORDER
PASSED BY REGULATORS OR COURTS
OR TRIBUNALS

No orders were passed by the regulators or courts
or tribunals impacting the going concern status and
company''s operation in future during the year under
review.

38. SEBI COMPLAINTS REDRESS SYSTEM
(SCORES)

to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit
from the receipt of the complaint. The Company has
not received any complaint on the SCORES during
financial year 2024-25.

39. DISCLOSURE AS REQUIRED UNDER
SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder. This policy is applicable to all
employees, workers, and trainees, whether working
at office premises, manufacturing units, or off-site
locations, including assignments with clearing and
forwarding agencies.

An Internal Complaints Committee (ICC) has been
duly constituted to address and redress complaints,
if any, pertaining to sexual harassment in a fair and
timely manner.

In accordance with the disclosure requirements
under the said Act, the details for the financial year
are as follows:

a. Number of complaints filed during the financial
year: Nil

b. Number of complaints disposed of during the
financial year: Nil

c. Number of complaints pending as at the end of
the financial year: Nil

This reflects the Company''s strong commitment to
providing a safe and respectful work environment for
all its employees.

40. CONFIRMATION OF COMPLIANCE OF
MATERNITY BENEFITS ACT

The Company affirms that it has complied with all
applicable provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company
remains committed to supporting the health, wellÂ¬
being, and rights of its women employees and
ensures that all statutory benefits, including maternity
leave, nursing breaks, and other prescribed facilities,
are extended in accordance with the law.

The internal HR policies of the Company are aligned
with the provisions of the Act and are periodically
reviewed to ensure continued compliance and to
foster a supportive and inclusive work environment.

41. DISCLOSURE IN RESPECT OF EQUITY
SHARES TRANSFERRED IN THE ''SOLEX
ENERGY LIMITED- UNCLAIMED SUSPENSE
ACCOUNT'':

During the year under review, there were no instances
that warranted the transfer of any equity shares to
the ''Solex Energy Limited - Unclaimed Suspense
Account''.

42. PROCEEDINGS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, no application has
been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).

43. VALUATION IN RESPECT OF ONE-TIME
SETTLEMENT AND LOANS FROM BANKS/
FINANCIAL INSTITUTIONS:

During the year under review, there has been no
instance of any one-time settlement with any Bank or
Financial Institution; accordingly, the requirement to
provide details of difference in valuation at the time of
such settlement and at the time of availing loan, along
with reasons thereof, does not arise.

44. CREDIT RATING

The Board is pleased to acknowledge the credit rating
assigned by Acuite Ratings & Research, which has
reaffirmed Solex Energy Limited''s long-term rating
at ''ACUITE BBB-'' and short-term rating at ''ACUITE
A3'', with a ''Stable'' outlook. This rating reflects
the Company''s consistent performance, financial
prudence, and strong business fundamentals.

45. CERTIFICATION

Solex modules have undergone rigorous testing
and obtained various certifications, ensuring their
world-class quality and reliability. The manufacturing
facility''s certifications are commitment to quality,
environmental sustainability, and safety in the
production process. Solex Modules have obtained
certification from the Bureau of Indian Standards
(BIS) and are listed in the Approved List of Models and
Manufacturers (ALMM).

IEC 61215-1 & 2: 2021 - Design & Type Approval

IEC 61730-1 & 2: 2023 - Safety Qualification

IEC 61701: 2020 - Salt Mist Corrosion

IEC 62804: 2015 - PID (Potential-Induced Degradation)

IEC 61853-1:2011 - PAN File & IAM Qualification
(Performance testing for photovoltaic devices)

IEC 61853-2:2016 - IAM Qualification (Performance
testing for photovoltaic devices)

IEC 60068-2-68: 1994 - Environmental Testing - Sand
& Dust

IEC 62716: 2013 - Ammonia Corrosion

IEC 60904-1 - Calibration Module (Modules)

IEC TS 63342: 2022 - LeTID (Light and elevated
temperature induced degradation)

IEC 61215-2 (MQT 08, 19.1) - LID (Light-Induced
Degradation)

CEC 300: 2018 California (Energy Commission''s
photovoltaic module quality standard)

UL 61730-1 & 2 Safety Qualification

MCS Kitemark - KM 806415

CE MARK - European Conformity marking indicating
compliance with European Union directives.

Certifications for Solex''s Manufacturing Facility:

ISO - 9001:2015 - Quality Management System

ISO - 14001:2015 - Environmental Management System

OHSAS - 45001:2018 - Occupational Health and
Safety Management System

46. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation and gratitude to the Company''s bankers,
financial institutions, government bodies, regulatory
authorities, valued customers, suppliers, business
associates, and esteemed shareholders for their
continued trust, support, and cooperation during the
year.

The Board also conveys heartfelt thanks to every
member of the Solex team for their unwavering
commitment, diligence, and valuable contributions.
Their collective efforts have been pivotal in driving
the Company''s progress, resilience, and sustained
growth.

By Order of the Board of Directors
For, Solex Energy Limited

Sd/-

Dr.Chetan Shah

Date: 26-08-2025 Chairman & Managing Director

Place: Surat DIN: 02253886

Mar 31, 2024

Your directors have pleasure in presenting the 10^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

Your Directorâs Report is prepared based on the Standalone Financial Statements of the Company and the Report on the performance and financial position of the Company.

The Companyâs financial performance for the year ended on 31^st March, 2024 is summarized below:

1.	FINANCIAL HIGHLIGHTS		Rs. In Lakh)
	Particulars	Current Year2023-24	Previous Year 2022-23
	Total Income	36801.53	16438.83
	Profit before Interest and Depreciation	3050.77	1399.88
	Less: Interest	1050.46	561.22
	Profit Before Depreciation	2000.31	838.66
	Less: Depreciation	846.16	453.49
	Profit Before Tax	1154.15	385.17
	Less/Add: Tax Expenses
	Taxes for Earlier years	0	1.89
	Current Tax	209.10	66.09
	Deferred Tax	71.57	46.11
	Total Tax Expenses	280.67	114.09
	Profit for the year	873.48	271.07

2. STATE OF COMPANYâS AFFAIRS

The Total Income increased from Rs. 16,438.83 lakh to Rs. 36,801.53 lakh in the current year. The Profit before Tax for the year is Rs. 1154.15 lakh as against Rs. 385.17 lakh in previous year. The net profit increased to Rs. 873.48 lakh from Rs. 271.07 lakh in the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31(11 OF THE COMPANIES ACT, 2013

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the reserve and surplus of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There has been no material change and commitment 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.

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2024, the Board had nine members, a Managing Director, a whole time Director, two executive directors of which one is a woman director and Chief Financial Officer, two non-executive directors and three independent directors.

The policy of the Company on directorsâ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://solex.in/investor/.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year 2023-24 there are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to be Subsidiary, Joint Venture or Associate Companies.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

8. MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 (Seven) Board Meetings and one Independent Directorsâ meeting was held, and the details of the number of Board Meeting held during the year as follow:

No. of Board Meeting	Date of Board Meeting
01/2023-24	08.04.2023
02/2023-24	22.05.2023
03/2023-24	21.08.2023
04/2023-24	07.11.2023
05/2023-24	05.12.2023
06/2023-24	03.01.2024
07/2023-24	05.02.2024

Independent Directorsâ Meeting:

Date of Independent Director Meeting: 31.01.2024

9. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âLODR Regulationsâ), the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding ?10 Crore and Net Worth not exceeding ?25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption of clause (b); hence compliance with the provision of Corporate Governance as specified in Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 & Para C, D & E of Schedule V shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc. in âANNEXURE-Aâ

11. DIVIDEND

The Board of Directors at its meeting held on 28^th May, 2024 have recommended a payment of dividend of Rs. 0.55 per equity share of the face value of Rs. 10/- each for the financial year ended 31^st March, 2024, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. Also, there is no obligation of company to transfer the unpaid/unclaimed dividend in IEPF account during the year.

12. SHARE CAPITAL:AUTHORIZED SHARE CAPITAL

As on 31^st March, 2024, the Authorized Share Capital of the Company is Rs. 8,00,00,000/- (Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only) Equity shares of Rs.10/- Each.

PAID UP SHARE CAPITAL

As on 31^st March, 2024, the Paid-up share capital of the Company is Rs. 8,00,00,000/- (Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only) Equity shares of Rs. 10/- each.

13. DEPOSITS

Our Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31^st March, 2024.

14. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK. IF ANY. WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has formalized Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Company. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed, which may threaten the existence of the Company.

There is no such risk which in the opinion of the Board may threaten the existence of the Company.

15. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

During the reporting period, the company was not required to make contribution towards the Corporate Social Responsibility. Accordingly, the Company was not required to develop policy and constitute a committee.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Piyush Kailashchandra Chandak (Din: 09195922) and Mr. Vipul Mulchand Shah (DIN:

01547319) will retire by rotation at the ensuing Annual General Meeting and are being eligible for re-appointment.

Further, Mr. Dilipkumar Nikhare has resigned from the post of Company Secretary & Compliance Officer of the company w.e.f. November 25, 2023.

Mrs. Azmin Chiniwala has been appointed as Company Secretary & Compliance Officer of the company of the company w.e.f. February 5, 2024

17. NOMINATION AND REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes, Independence of a director. The said policy has also been uploaded on the Companyâs website at https://solex.in/investor/

18. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule prescribed thereunder.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

In a separate meeting of independent directors held on Wednesday, January, 31, 2024, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non-executive directors.

19. AUDITORS Statutory Auditors

The Board of Directors at its meeting held on 30^th August, 2022, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139 of the Companies Act, 2013, have appointed M/s. HRK & Co., Chartered Accountants, (Firm Registration No: 146985W), Vapi to hold the office from the conclusion of the 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting of the Company.

The Auditorsâ Report annexed to the financial statements for the year under review does not contain any qualifications.

Internal Auditors

The Board of Director in their meeting held on 24^th, April, 2024, appointed M/s Savjani & Associates, Chartered Accountants, as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, for Financial Year 01/04/2024 to 31/03/2025, upon recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPSS & Co., Practicing Company Secretaries, Ahmedabad (Peer Review No.: 1305/2021) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith marked as âANNEXURE -Bâ to this Report.

20. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited.

Your directors had, on recommendation of the Audit Committee, appointed M/s P.K. Chatterjee & Associates, to audit the cost accounts of the Company for the financial year ending 31^st March 2025 on a remuneration of Rs. 35,000/- plus applicable taxes and out of pocket expenses, if any incurred during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to M/s P.K. Chatterjee & Associates, the Cost Auditors is included in the Notice convening the 10^thAnnual General Meeting.

21. EXPLANATION OR COMMENTS ON DISQUALIFICATIONS. RESERVATIONS. ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORâS REPORTS

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditorâs reports, requiring explanation or comments by the Board.

22. COMMITTEES OF THE BOARD

During the year under review, there were no modifications in the composition of Audit Committee and Nomination and Remuneration Committee

In accordance with Section 178(5) of the Companies Act, 2013 companies having more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee. Therefore, since the number of shareholders of the company exceeded 1000 during the year, the company constituted a Stakeholders Relationship Committee w.e.f 07/11/2023.

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31^st March, 2024.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

AUDIT COMMITTEE
Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel	Chairman	Non-Executive-Independent Director
Mr. Vipul Mulchand Shah	Member	Non-Executive Director
Mr. Amit Dalpatram Trivedi	Member	Non-Executive-Independent Director
During the financial year ended on 31^st March 2024, 4 (Four) meetings of the Audit Committee were held on 08-04-2023, 22-05-2023, 21-08-2023, 07-11-2023. NOMINATION AND REMUNERATION COMMITTEE
Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel	Chairman	Non-Executive-Independent Director
Mr. Vipul Mulchand Shah	Member	Non-Executive Director
Mr. Amit Dalpatram Trivedi	Member	Non-Executive-Independent Director

During the financial year ended on 31st March 2024, 2 (Two) meetings of the Nomination and Remuneration Committee were held on 08-04-2023, 05-02-2024. STAKEHOLDERS RELATIONSHIP COMMITTEE
Name of the Director	Status in Committee	Nature of Directorship
Mr. Anil Rathi	Chairman	Non-Executive Director
Mr. Piyush Kailashchandra Chandak	Member	Executive Director
Mr. Chetan Sureshchandra Shah	Member	Executive Director

Terms of Reference:

Audit Committee:

Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include;

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) review and monitor the auditorâs independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditorsâ report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed.

Provided further that in case of transaction, other than transactions referred to in section 188, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the transaction is with the related party to any director or is authorized by any other director, the director concerned shall indemnify the company against any loss incurred by it:

Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in section 188, between a holding company and its wholly owned subsidiary company.

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

Nomination and Remuneration Committee:

Every Nomination and Remuneration Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include;

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried

out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

(ii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

(iii) The Nomination and Remuneration Committee shall, while formulating the policy under subsection ensure that;

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

5. Oversee the statutory compliance relating to all securities including dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.

6. Review of movements in shareholding and ownership structures of the Company.

7. Conduct a shareholder satisfaction survey to judge the level of satisfaction amongst shareholders.

8. Suggest and drive implementation of various investor-friendly initiatives.

9. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

23. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

During the financial year ended on 31^st March, 2024, the Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

24. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31^stMarch, 2024, are set out in Notes to Financial Statements forming part of this report.

25. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. They have in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit or loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability.

iv. They have prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

vi. 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.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has been exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under review, which required the statutory auditors to report to the audit committee and /or Board under section 143(12) of Act and rules framed thereunder.

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the act and the rules made thereunder and are independent of the management. The details terms of appointment of IDs are disclosed on the companyâs website with following link https://solex.in/investor/

29. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on the website of the Company at URL https://solex.in/annual-return-under-section-92-of-the-companies-act-2013/.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âANNEXURE -Câ to this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company https://solex.in/investor/. Details of related party transactions in the ordinary course of business and on an armâs length basis, are furnished in form AOC-2, which is annexed herewith as âANNEXURE -Dâ to this report.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or âWhistle Blower Policyâ for directors, employees and other stakeholders to report genuine concerns has been established. The Company has built a reputation for doing business with honesty and integrity over the years, and has shown zero tolerance for any sort of unethical behavior or wrong doing or suspected fraud or violation of the Companyâs Code of Conduct or policy. Whistleblower Policy and Code of Business Conduct have been hosted on the website of the Company. https://solex.in/investor/

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

34. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

As per Provision to sub rule (1) of Rule 4 of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

35. CONSERVATION OF ENERGY. 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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âANNEXURE- Eâ.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As we review our financial practices, we recognize that establishing a robust system of internal financial controls is a crucial step towards enhancing the accuracy of our financial reporting and safeguarding our assets. Currently, our internal control framework is in its initial stages, and we acknowledge the need for comprehensive development in this area. Moving forward, we are committed to implementing a structured approach to internal financial controls, including the development of policies and procedures designed to address risk management, segregation of duties, and authorization processes. Our goal is to create a strong control environment that not only supports reliable financial reporting but also promotes operational efficiency and compliance with regulatory requirements..

37. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future during the year under review.

38. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

39. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees, workers and trainees (whether in office premises or outside while on assignment) are covered under this policy.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee to handle all clearing and forwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: Nil

c. number of complaints pending as on end of the financial year: Nil

40. DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED IN THE âSOLEX ENERGY LIMITED- UNCLAIMED SUSPENSE ACCOUNTâ:

There are no such instances during the year which requires transfer of equity shares to Unclaimed Suspense Account.

41. CREDIT RATING

The rating assessment undertaken by Acuite Ratings & Research, where they have assigned its long-term rating of âACUITE BBB-â and short-term rating of âACUITE A3â to Solex Energy Limited (SEL). The outlook is âStableâ.

42. CERTIFICATION

Solex modules have undergone rigorous testing and obtained various certifications, ensuring their world-class quality and reliability. The manufacturing facility''s certifications are commitment to quality, environmental sustainability, and safety in the production process. Solex Modules have obtained certification from the Bureau of Indian Standards (BIS) and are listed in the Approved List of Models and Manufacturers (ALMM).

List of certificates are given below:

IEC 61215-1 & 2: 2016 - Design & Type Approval

IEC 61730-1 & 2: 2016 - Safety Qualification

IEC 61701: 2020 - Salt Mist Corrosion

IEC 62804: 2015 - PID (Potential-Induced Degradation)

IEC 61853-1 & 2: 2016 - PAN File & IAM Qualification (Performance testing for photovoltaic devices)

IEC 60068-2-68: 1994 - Environmental Testing - Sand & Dust

IEC 62716: 2013 - Ammonia Corrosion

IEC 60904-1 - Calibration Module (Modules)

IEC TS 63342: 2022 - Latiid (Light and elevated temperature induced degradation)

IEC 61215-2 (MQT 08, 19.1) - LID (Light-Induced Degradation)

CEC 300: 2018 California (Energy Commission''s photovoltaic module quality standard)

UL 61730-1 & 2: 2017 - Safety Qualification

CE MARK - European Conformity marking indicating compliance with European Union directives.

Certifications for Solex''s Manufacturing Facility:

ISO - 9001:2015 - Quality Management System

ISO - 14001:2015 - Environmental Management System

OHSAS - 45001:2018 - Occupational Health and Safety Management System

44. 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.

Mar 31, 2023

The directors have pleasure in presenting the 9^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

Your Directorâs Report is prepared based on the Standalone Financial Statements of the Company and the Report on the performance and financial position of the Company.

The Companyâs financial performance for the year ended on 31^st March, 2023 is summarized below:

1.	FINANCIAL HIGHLIGHTS		(Rs. In Lakh)
	Particulars	Current Year	Previous Year
		2022-23	2021-22
	Total Income	16438.83	7229.36
	Profit before Interest and Depreciation	1399.88	222.99
	Less: Interest	561.22	75.07
	Profit Before Depreciation	838.66	147.92
	Less: Depreciation	453.49	25.16
	Profit Before Tax	385.17	122.76
	Less/Add: Tax Expenses
	Taxes for Earlier years	1.89	(6.20)
	Current Tax	66.09	33.02
	Deferred Tax	46.11	(2.85)
	Total Tax Expenses	114.09	23.97
	Profit for the year	271.07	98.79

2. STATE OF COMPANYâS AFFAIRS

The Total Income increased from Rs. 7229.36 lakh to Rs. 16438.83 lakh in the current year. The Profit before Tax for the year is Rs. 385.17 lakh as against Rs. 122.76 lakh in previous year. The net profit increased to Rs. 271.07 lakh from Rs. 98.79 lakh in the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

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 of the Company to which the financial statements relate and the date of the report.

5. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023, the Board had nine members, three are executive directors of which one is a woman director and Chief Financial Officer, two non-executive, one whole time Director and three independent directors.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no Subsidiary, Joint Ventures or Associate Companies and neither have ceased to be Subsidiary, Joint Venture or Associate Companies during the year.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

8. MEETINGS OF THE BOARD OF DIRECTORS

During the year 8 (Eight) Board Meetings and one Independent Directorsâ meeting was held, and the details of the number of Board Meeting held during the year as follow:

No. of Board Meeting	Date of Board Meeting
01/2022-23	27.04.2022
02/2022-23	30.05.2022
03/2022-23	28.06.2022
04/2022-23	30.08.2022
05/2022-23	15.10.2022
06/2022-23	14.11.2022
07/2022-23	12.12.2022
08/2022-23	23.01.2023

Independent Directorsâ Meeting:

Date of Independent Director Meeting: 16.02.2023

9. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI LODR (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding ?10 Crore and Net Worth not exceeding ?25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption of clause (b); hence compliance with the provision of Corporate Governance as specified in Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 & Para C, D & E of Schedule V shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-2023.

io. management discussion and analysis report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc. in âANNEXURE-Aâ

11. dividend

The Board of Directors at its meeting held on 22^nd May, 2023 have recommended a payment of dividend of Rs. 0.15 per equity share of the face value of Rs. 10/- each for the financial year ended 31^st March, 2023, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. Also, there is no obligation of company to transfer the unpaid/unclaimed dividend in IEPF account during the year.

12. SHARE CAPITAL:

authorised share capital

As on 31^st March, 2023, the Authorized Share Capital of the Company is Rs. 8,00,00,000/-(Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only) Equity shares of Rs.10/- Each.

paid up share capital

As on 31^st March, 2023, the Paid-up share capital of the Company is Rs. 8,00,00,000/- (Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only) Equity shares of Rs. 10/- each.

13. DEPOSITS

Our Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31^st March, 2023.

14. a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the board may threaten the existence of the company

The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Company. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed, which may threaten the existence of the Company. There is no such risk which in the opinion of the Board may threaten the existence of the Company.

15. the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year

The Company does not fall in any of the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Rathi (DIN: 01405654) will retire by rotation at the ensuing Annual General Meeting and is being eligible for re-appointment.

The Board of directors, on recommendation of the Nomination and Remuneration Committee (NRC), had re-appointed Mr. Rajeshbhai Tulsibhai Patel (DIN: 07920531) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years commencing from 24th October, 2022 to 23rd October, 2027 subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

The Board of directors, on recommendation of the Nomination and Remuneration Committee (NRC), had changed the designation of Mr. Kalpeshkumar Ramanbhai Patel (DIN: 01066992) from Joint Managing Director to Whole Time Director of the Company for a term of three (3) years from May 30, 2022 to May 29, 2025.

The Board of directors, on recommendation of the Nomination and Remuneration Committee (NRC), had appointed Mr. Amit Dalpatram Trivedi (DIN: 08450070) as an Additional Director (Non-Executive, Independent) w. e. f. December 12, 2022 and the same will be regularized in the 9^th Annual General Meeting to be held on September 29, 2023.

17. NOMINATION AND REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes, Independence of a director. The said policy has also been uploaded on the Companyâs website at https://solex.in/investor/

18. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule prescribed thereunder.

In a separate meeting of independent directors held on Thursday, February 16, 2023, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and nonexecutive directors.

19. AUDITORS Statutory Auditors

The Board of Directors at its meeting held on 30^th August, 2022, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139 of the Companies Act, 2013, have appointed M/s. HRK & Co., Chartered Accountants, (Firm Registration No: 146985W), Vapi to hold the office from the conclusion of the 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting of the Company.

The Auditorsâ Report annexed to the financial statements for the year under review does not contain any qualifications.

Internal Auditors

The Board of Director in their meeting held on 30^th August, 2022, appointed M/s Savjani & Associates, Chartered Accountants, as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, for Financial Year 01/04/2022 to 31/03/2023, upon recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPAP & Co., Practicing Company Secretaries, Ahmedabad (Peer Review No.: 1305/2021) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith marked as âANNEXURE -Bâ to this Report. The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

20. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Your directors had, on recommendation of the Audit Committee, appointed M/s P.K. Chatterjee & Associates, to audit the cost accounts of the Company for the financial year ending 31^st March 2023 on a remuneration of Rs. 35,000/- plus applicable taxes and out of pocket expenses, if any incurred during the course of audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to M/s P.K. Chatterjee & Associates, the Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting.

21. EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORâS REPORTS

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditorâs reports, requiring explanation or comments by the Board.

22. COMMITTEES OF THE BOARD

Pursuant to Section 177 and 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014, the Audit and Nomination and Remuneration Committee of the Company is re-constituted due to resignation of Mr. Kamlesh Yagnik from Audit and Nomination and Remuneration Committee and appointment of Mr. Amit Dalpatram Trivedi w.e.f. 12.12.2022.

During the financial year ended on 31^st March, 2023, the Company was not required to constitute a Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013 as the company does not have more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year.

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31^st March, 2023.

i. Audit Committee

ii. Nomination and Remuneration Committee

Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel	Chairman	Non-Executive-Independent Director
Mr. Vipul Mulchand Shah	Member	Non-Executive Director
Mr. Amit Dalpatram Trivedi	Member	Non-Executive-Independent Director

During the financial year ended on 31^st March 2023, 5 (Five) meetings of the Audit Committee were held on 27^th April 2022, 30^th May 2022, 28^th June 2022, 30^th August 2022 and 14^thNovember 2022.

NOMINATION AND REMUNERATION COMMITTEE

Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel	Chairman	Non-Executive-Independent Director
Mr. Vipul Mulchand Shah	Member	Non-Executive Director
Mr. Amit Dalpatram Trivedi	Member	Non-Executive-Independent Director

During the financial year ended on 31st March 2023, 6 (Six) meetings of the Nomination and Remuneration Committee were held on 27^th April 2022, 30^th May 2022, 30^th August 2022, 15^thOctober 2022, 14^th November 2022 and 12^th December 2022.

Terms of Reference:

Audit Committee:

Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include;

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) review and monitor the auditorâs independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditorsâ report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed.

Provided further that in case of transaction, other than transactions referred to in section 188, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify the company against any loss incurred by it: Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in section 188, between a holding company and its wholly owned subsidiary company.

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

Nomination and Remuneration Committee:

Every Nomination and Remuneration Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include;

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

(ii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

(iii) The Nomination and Remuneration Committee shall, while formulating the policy under sub-section (3) ensure that;

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

23. COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178

During the financial year ended on 31^st March, 2023, the Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

24. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED

The investments were made by the Company during the year in compliance with section 186 of the Companies Act, 2013.

25. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. They have in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit or loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability.

iv. They have prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

vi. 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.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has been exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under review, which required the statutory auditors to report to the audit committee and /or Board under section 143(12) of Act and rules framed thereunder.

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the act and the rules made thereunder and are independent of the management. The details terms of appointment of IDs are disclosed on the companyâs website with following link https://solex.in/investor/

29. RE-APPOINTMENT OF INDEPENDENT DIRECTOR

Mr. Rajeshbhai Tulsibhai Patel was appointed as an independent director for the first term of five (5) years effective from October 24, 2017 . His office of directorship is due for reappointment on October 23, 2022. Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of his first term of five (5) years and considering the knowledge, expertise, experience and the substantial contribution he brings to the Board, the committee has recommended the reappointment of Rajeshbhai Tulsibhai Patel to the Board for a second term of five years. The

Board, at its meeting held on October 15, 2022, approved the reappointment of Rajeshbhai Tulsibhai Patel as an independent director of the Company with effect from October 24, 2022 to October 23, 2027, whose office shall not be liable to retire by rotation.

30. ANNUAL RETURN

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âANNEXURE -Câ to this report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company https://solex.in/investor/. Since all related party transactions entered into were in the ordinary course of business and were on an armâs length basis, form AOC-2 is annexed herewith as âANNEXURE -Dâ to this report.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or âWhistle Blower Policyâ for directors, employees and other stakeholders to report genuine concerns has been established. The Company has built a reputation for doing business with honesty and integrity over the years, and has shown zero tolerance for any sort of unethical behaviour or wrong doing or suspected fraud or violation of the Companyâs Code of Conduct or policy. Whistle-blower Policy and Code of Business Conduct have been hosted on the website of the Company. https://solex.in/investor/details-of-establishment-of-vigil-mechanism-whistle-blower-policy/

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The company is in compliance with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

35. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

36. CONSERVATION OF ENERGY, 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 Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âANNEXURE- Eâ

37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.

The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

38. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future during the year under review.

39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

40. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has constituted an Internal Complaints Committee to handle all clearing and forwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: Nil

c. number of complaints pending as on end of the financial year: Nil

41. DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED IN THE âSOLEX ENERGY LIMITED- UNCLAIMED SUSPENSE ACCOUNTâ:

There are no such instances during the year which requires transfer of equity shares to Unclaimed Suspense Account.

42. CREDIT RATING

The rating assessment undertaken by India Ratings & Research Private Limited, where they have affirmed the ratings IND BB /Stable to Solex Energy Limited. The outlook is stable.

43. CERTIFICATION

Solex modules have undergone rigorous testing and obtained various certifications, ensuring their world-class quality and reliability. The manufacturing facility''s certifications are commitment to quality, environmental sustainability, and safety in the production process. Solex Modules have obtained certification from the Bureau of Indian Standards (BIS) and are listed in the Approved List of Models and Manufacturers (ALMM).

List of certificates are given below:

IEC 61215-1 & 2: 2016 - Design & Type Approval

IEC 61730-1 & 2: 2016 - Safety Qualification

IEC 61701: 2020 - Salt Mist Corrosion

IEC 62804: 2015 - PID (Potential-Induced Degradation)

IEC 61853-1 & 2: 2016 - PAN File & IAM Qualification (Performance testing for photovoltaic devices)

IEC 60068-2-68: 1994 - Environmental Testing - Sand & Dust IEC 62716: 2013 - Ammonia Corrosion IEC 60904-1 - Calibration Module (Modules)

IEC TS 63342: 2022 - LeTID (Light and elevated temperature induced degradation)

IEC 61215-2 (MQT 08, 19.1) - LID (Light-Induced Degradation)

CEC 300: 2018 California (Energy Commission''s photovoltaic module quality standard)

UL 61730-1 & 2: 2017 - Safety Qualification

CE MARK - European Conformity marking indicating compliance with European Union directives.

Certifications for Solex''s Manufacturing Facility:

ISO - 9001:2015 - Quality Management System

ISO - 14001:2015 - Environmental Management System

OHSAS - 45001:2018 - Occupational Health and Safety Management System

44. ACKNOWLEDGEMENT

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article