On behalf of the Board of Directors, it is our pleasure to present the 17^th Director’s Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 (“FY 2025-26”) along with the Auditors’ Report thereon.

The Board places on record its sincere appreciation and gratitude to all the shareholders for their continued trust and support in the Company. Your confidence has been instrumental in enabling the Company to pursue its strategic objectives and strengthen its market position. The Board remains committed to maintaining the highest standards of corporate governance, transparency and accountability, while focusing on sustainable growth, long-term value creation and safeguarding the interests of all stakeholders.

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

The key financial highlights of the Company for FY 2025-26 as compared to the preceding FY 202425, on a standalone and consolidated basis are summarized below:

(? in Lakhs)

2. STATE OF COMPANY AFFAIRS Standalone:

The Company has achieved a total revenue of Rs. 38,983.85 Lakhs during the financial year ended March 31, 2026 as against a total revenue of Rs. 30,705.73 Lakhs in the corresponding previous financial year ended March 31, 2025. Profit before tax for the year stood at Rs. 35,98.04 Lakhs compared to Rs. 3,485.82 Lakhs for the previous corresponding year. The Profit after tax for the period stood at Rs. 2,674.45 Lakhs as against a profit of Rs. 2,580.34 Lakhs during the corresponding year.

Consolidated:

The Company has achieved a consolidated total revenue of Rs. 41,919.35 Lakhs during the financial year ended March 31, 2026 as against a total revenue of Rs. 32,979.34 Lakhs in the corresponding previous financial year ended March 31, 2025. Consolidated profit before tax for the year stood at Rs. 4,105.50 Lakhs compared to Rs. 3,779.20 Lakhs for the previous corresponding year. The Profit after tax for the period stood at Rs. 2,957.27 Lakhs as against a profit of Rs. 2,754.33 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. COMPANY AFFAIRS

i. Business Segments: Company operates into single business segment

ii. Change in status of the Company: Status of the Company is Public Limited. There is no change during the period under review.

iii. Key Business Developments: During the year under review, the Company achieved the growth of 27% in turnover driven by robust demand and improved execution across projects. Profit after tax rose to ?29.6 crore in FY26 from ?27.5 crore in FY25, demonstrating our ability to scale operations while maintaining healthy profitability. And expanding the horizons for business opportunities, the Company incorporated the subsidiary Companies in UAE, Mauritius, Uganda and Zambia. With a stronger operational foundation, improving execution capabilities, and sustained demand tailwinds in the renewable energy sector, we remain focused on driving long-term growth while maintaining financial discipline and delivering long-term value for all stakeholders. The Company has done partnership with IDMC(NDDB) to solarize India’s dairy cold chain network by deploying hybrid solar - battery system for 10,000 bulk milk coolers over the period of 3 years.

i. Change in FY: There is no change in Financial Year.

ii. Capex Programmes: During the period under review the company has made following expenses in capex:

(? in Lakhs)

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The Company continues to carry on its existing line of business and remains focused on strengthening its operational capabilities and improving efficiencies. Also, there has been no change in the nature of business carried on by the Company’s subsidiary during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL 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 and up to the date of the report. Apart from incorporation of Joint venture Company in the UAE by the wholly owned subsidiary Company in UAE, though it is not material in nature affecting financial position of the Company.

7. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

The Company, during past 3 FYs, have not revised its financial statements, either voluntarily or due to order of any court or authority or tribunal.

8. CREDIT RATING

The Company has not taken any Credit Rating in respect of any securities during the period under review.

However, India Ratings and Research (Ind-Ra), a Fitch Group Company, has assigned Rating of IND BBB-/Stable/IND A3 for the bank loan facilities of the Company on September 11, 2025.

9. DIVIDEND

In order to conserve the resources of the Company, the Board did not recommend any dividend for the financial year under review. Although FY 2025-26 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended March 31, 2026.

Further, no interim dividend was declared during the FY financial year 2025-26.

The Company has Dividend Declaration policy and is available at website of company at https://www.sahaisolar.com/wp-content/uploads/2025/09/17.-Dividend-DIstribution-Policv.pdf.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amounts, declared as dividend in past years became due to be transferred to the IEPF.

11. SHARE CAPITAL OF THE COMPANY

A. Following changes have been made in the Authorised Share Capital of Company during the reporting period

The Authorised Share Capital of the company has been increased from Rs. 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 2,20,00,000 (Two Crore Twenty Lacs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 30,00,00,000/-(Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10/- (Rupees Ten Only) each vide an ordinary resolution passed at a duly convened Annual General Meeting held on September 29, 2025.

B. Following changes have been made in the Paid-up Share Capital of Company during the reporting period

• Buy Back of Securities - No

• Issue of Shares on Preferential basis - No

• Issue of shares on Right basis - No

• Bonus Shares - The company has made an allotment of 1,09,86,010 (One Crore Nine Lacs Eighty-Six Thousand and Ten Only) Equity Shares having a Face Value of Rs. 10/- each at par in the Ratio of 1:1.

• Employees Stock Option Plan - No

• Shares issued with differential rights - No

• Issue of warrants: No

• Issue of debentures, bonds or any non-convertible securities - No

• Issue of Sweat Equity Shares - No

• change in voting rights - No

• reclassification or sub-division of the authorised share capital - No

• reduction of share capital or buy back of shares - No

• Withdrawal of Preferential Issue: During the financial year 2025-26, the Company had approved preferential issue of equity shares and submitted the in-principle application to the Stock Exchange. However, after evaluating current market conditions, valuation parameters, and strategic financial objectives, the Company voluntarily withdrew the in-principle application. The Board of Directors took note of the said withdrawal in the interest of the Company and its stakeholders.

12. CHANGE IN NAME OF THE COMPANY

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

13. CHANGE IN REGISTERED OFFICE

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2026 comprised of Seven (7) Directors out of which Three (3) are Executive Directors and One (1) is Non-Executive Non-Independent Director and Three (3) are Non-Executive Independent Directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-Executive and Independent Directors.

Retirement by rotation and subsequent re-appointment: Mr. Shardul Hemant Thakore (DIN: 11256962), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment. Appropriate business for his re-appointment is being placed for approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company

Changes During the Financial Year 2025-2026

During the financial year under review, the following changes occurred regarding the Directors and Key Managerial Personnel (KMP):

Composition as of March 31, 2026

As of the closure of the financial year on March 31, 2026, the Directors and Key Managerial Personnel of the Company were as follows:

*Note: Except for the resignation of Mr. Sureshchandra Naharsinh Rao as a Non-Executive, NonIndependent Director with effect from July 27, 2026, there have been no change in the composition of the Board of Directors or Key Managerial Personnel between the end of the financial year March 31, 2026 and the date of signing of this Board Report.

15. KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act’), the following are the KMPs of the Company:

• Pramit Bharatkumar Brahmbhatt - Managing Director

• Manan Bharatkumar Brahmbhatt - Chief Financial Officer

• Poonam Pravinbhai Panchal - Company Secretary and Compliance Officer*

• Yagnavalkya Munindrabhai Joshi- Company Secretary and Compliance Officer*

*Poonam Pravinbhai Panchal, Company Secretary and Compliance Officer was resigned w.e.f. February 26, 2026 and Yagnavalkya Munindrabhai Joshi was appointed as a Company Secretary and Compliance Officer w.e.f. March 7, 2026.

16. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board’s responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II

of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, the recommendations of Audit Committee, if any were accepted by the Board of Directors.

The detailed composition of the members of the Audit Committee during the financial year is outlined below:

Reconstitution of the Committee During the Year

The Board of Directors approved the reconstitution of the Audit Committee on two occasions during

the year: ¹

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the “Stakeholders’ Relationship Committee”.

The Stakeholders’ Relationship Committee has been formed for the effective redressal of the investors’ complaints and reporting of the same to the Board periodically.

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

F. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute the Corporate Social Responsibility Committee during the FY 2025-26 since the net CSR obligation for the year did not exceed Rs. 50 Lakhs. In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors is managing the CSR activities and its expenditure. expenses. The Company is in compliance with Section 135(9) of the Companies Act, 2013.

18. EVALUATION OF BOARD

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated after seeking input from all the directors on the basis of criteria such as board composition and structure effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board after seeking input from committee members on the basis of criteria such as composition of committees, effectiveness of committee meetings etc.

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive di rectors.

The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on March 02, 2026.

19. VIGIL MECHANISM

The Company has whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behaviour; actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company https://www.sahaisolar.com/wp-content/uploads/2025/09/2.-Vigil-Mechanism-Policy.pdf

20. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://www.sahaisolar.com/wp-content/uploads/2025/09/3.-Nomination-and-Remuneration-Policy.pdf.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

A. In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

B. Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company’s state of affairs as on March 31, 2026 and of the Company’s profit or loss for the year ended on that date;

C. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The annual Financial Statements have been prepared on a Going Concern Basis.

E. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively.

F. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company has taken unsecured loans from directors of the

Company. Details of unsecured loans taken are given in the Notes to the Financial Statements forming

part of Annual Report. Director, who has given unsecured loans to the Company, has

furnished to the Company at the time of giving the loan, a declaration in writing to the effect that the

amount is not being given out of funds acquired by him by borrowing or accepting

loans or deposits from others.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

24. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Mr. Pramit Bharatkumar Bramhbhatt (DIN: 02400764), Managing Director as a Designated person in the Board meeting held on June 23, 2026 and the same will be reported in Annual Return of the company.

25. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As of March 31, 2026, the Company has nine (9) subsidiaries, including wholly-owned subsidiaries. The details of the Company''s holding in these entities are as follows:

During the financial year FY 2025-26, the Company did not have any associate companies and has not entered into any joint ventures with other entities.

Pursuant to the first proviso of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries, associate companies, and joint ventures is provided in Form AOC-1, which is appended to this report as ‘Annexure A’.

26. MATERIAL SUBSIDIARIES

In terms of Regulation 16 of the Listing Regulations, a subsidiary shall be considered material subsidiary if, its turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Basis this definition and audited financial statements of the Company of March 31, 2026, the Company had no material subsidiaries during the period under review.

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in the future.

28. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 read with Section 134(3)(a) of the Companies Act, 2013, for the financial year ended March 31, 2026 will be placed on the website of the company at https://www.sahaisolar.com/wp-content/uploads/2025/09/Annual-Return FY-2025-26.pdf

29. AUDITORS AND AUDITOR’S REPORT

A. STATUTORY AUDITOR

M/s. Mistry & Shah LLP, Chartered Accountants having (FRN: W100683) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 5, 2024 for F.Y. 2024-25 to FY 2028-29 to hold the office till the conclusion of 20^th Annual General Meeting.

STATUTORY AUDITOR’S OBSERVATION IN AUDIT REPORT

The Auditors’ Report for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

B. SECRETARIAL AUDITOR

In compliance with Section 204(1) of the Companies Act, 2013, the Company is required to obtain a Secretarial Audit Report and annex it to the Board''s Report.

Initially, the Board of Directors, at its meeting held on March 7, 2026, appointed M/s. Richi Prerak & Associates, Practicing Company Secretaries and a Peer-Reviewed Firm (Firm Registration No.: P2018GJ071000), to conduct the Secretarial Audit for the Financial Year 2025-26.

Subsequently, the firm tendered its resignation, which was duly noted by the Board, effective July 4, 2026. Consequently, upon the recommendation of the Audit Committee, the Board of Directors at its meeting held on July 4, 2026, appointed M/s. ALAP & Co. LLP, Practicing Company Secretaries and a Peer-Reviewed Firm (LLPIN.: ACA-1561), as the new Secretarial Auditor to conduct the audit for the Financial Year 2025-26.

SECRETARIAL AUDITOR’S OBSERVATION IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as ‘Annexure B’ and forms an integral part of this Report. The Secretarial Auditor has made certain

qualifications/observations in the said Report for the year under review, and the comments of the Board of Directors thereon are as follows:

Note: The Board of Directors clarifies that the Secretarial Auditor’s qualifications relate solely to procedural delays and reporting timelines. These technical lapses do not adversely impact the Company’s operational continuity, financial stability, or prejudice stakeholder interests in any manner. The Management remains fully committed to upholding the highest standards of corporate governance and ensuring rigorous compliance going forward.

Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our Company.

C. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors initially appointed M/s. Rohan Thakkar & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26, at its meeting held on April 24, 2025.

Owing to the sudden demise of the firm''s proprietor, M/s. Rohan Thakkar & Co. ceased to hold office effective November 22, 2025. To fill the resulting casual vacancy, the Board subsequently appointed M/s. B. N. Kamothi, Chartered Accountants, as the Internal Auditor for the remainder of the financial year 2025-26, during the Board Meeting held on January 6, 2026.

D. COST RECORDS AND COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company which have been complied with, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Mayur Chhaganbhai Undhad and Co., Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2025-26 in the meeting of Board of Directors held on April 24, 2025. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, the remuneration payable to the Cost Auditor has been ratified by the members at the Annual General Meeting.

E. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

30. CORPORATE SOCIAL RESPONSIBILITY

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR policy formulated by the Company is available on the Company''s website at https://www.sahajsolar.com/wp-content/uploads/2025/09/13.-Corporate-Social-Responsibilitv-Policv.pdf .

The annual report on corporate social responsibility, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexure as Annexure - ‘C’ and forms part of this Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, Guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report.

32. PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

33. RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks

identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

34. RELATED PARTIES TRANSACTIONS

Your Company has adopted a policy on Related Party Transactions under Regulation 23(1) of SEBI Listing Regulations, which is available on the website of your Company at https://www.sahaisolar.com/wp-content/uploads/2025/09/8.-Policv-on-Related-Partv-Transaction.pdf. All contracts or arrangements or transactions entered during the year with related parties were on arm''s- length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangements or transaction with any of the related parties was in conflict with the interest of the Company. The details of the Related Party Transactions as required under IND AS - 24 are set out in Notes to the financial statements.

Since all the transactions with related parties during the year were on arm''s length basis and in the ordinary course of business the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable for F.Y. 2025-26. However, the company is voluntarily giving the details pertaining to related party transactions which are not material but are on arm''s length basis in AOC-2 as ‘Annexure D’ and same forms part of this report. In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a standalone basis as per the specified format to the stock exchanges on a halfyearly basis.

35. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Company has adopted a Code of Conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), to regulate, monitor and report trading by designated persons, and to lay down the procedures to be followed and disclosures to be made while dealing in the securities of the Company, in accordance with Regulation 8 of the PIT Regulations.

The Board of Directors has duly approved and adopted the “Code of Conduct for Prevention of Insider Trading and for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)” (“Code”), as amended from time to time.

The Code is applicable to all Directors, Key Managerial Personnel (KMPs), employees, designated persons, their immediate relatives, and other connected persons of the Company. The said Code is available on the Company’s website at: https://www.sahaisolar.com/wp-

content/uploads/2025/09/6A.-Disclosure-under-Para-17A-of-the-Insider-Trading-Code-of-

Conduct.pdf.

The trading window closure(s) are intimated in advance to all designated persons. During the closure period, Directors, KMPs, employees, designated persons, their immediate relatives, and other connected persons are not permitted to trade in the securities of the Company.

The Company maintains a Structured Digital Database (SDD) in compliance with Regulation 3(5) of the PIT Regulations.

36. MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

37. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME).

38. GENERAL SHAREHOLDER INFORMATION

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

The Company has zero tolerance towards sexual harassment of women at workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules made there under, the Company has adopted a Prevention of Sexual Harassment of Women at Workplace Policy to ensure healthy working environment for women without fear of prejudice, gender bias and sexual harassment and the Company is complying with the applicable provisions of the POSH Act.

In terms of the provisions the POSH Act and rules made thereunder, the Company constituted an Internal Complaints Committee to redress the complaints received regarding sexual harassment.

40. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Company is in Compliance with provisions relating to the Maternity Benefit Act, 1961 during the Year under review i.e. FY 2025-26.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. Conversation of Energy

a) Steps taken or impact on conservation of energy: The factory has implemented power-saving sensors, automatic power cut-off systems, and Variable Frequency Drives (VFDs), resulting in optimized energy consumption and improved operational efficiency.

b) Steps taken for utilising alternate sources of energy: The existing manufacturing facility is already equipped with solar panels, enabling partial substitution of grid power with renewable energy and contributing to sustainable operations.

c) Capital Investment on Energy Conservation Equipment: Nil

B. Technology Absorption

a) Efforts made towards technology absorption: The Company is actively engaged in developing low power-consuming agro equipment that can be operated through solar energy, promoting sustainable innovation and rural energy independence.

b) Benefits derived like product improvement, cost reduction, product development or import substitution: Value addition has been achieved by transitioning equipment operations from diesel generators to solar systems, resulting in significant cost reduction and enhanced sustainability

c) Information regarding technology imported, during the last 3 years: Nil

d) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

42. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limit set out in the said Rules are provided and is annexed herewith as ‘Annexure E’ and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors'' Report excludes the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on

43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

44. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.

45. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

47. OTHER GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

• One-time settlement of loan obtained from the Banks or Financial Institutions.

• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI / Ministry of Corporate Affairs / Statutory Authorities.

• Neither the Managing Director nor the Whole- time Directors of the Company, receives any commission from any of its subsidiaries.

48. AWARDS & ACCOLADES

During the financial year under review, the Company and its subsidiaries have been conferred with several prestigious awards and recognitions for excellence in technology, project execution, and leadership:

A. Uttar Pradesh Annual Solar Awards 2025 (Suryacon Lucknow)

• Solar PV EPC Company of the Year - Utility Scale (Less than 50 MW): Awarded to Sahaj Solar Limited for excellence in solar EPC project execution.

• Innovation of the Year in Solar Panels: Awarded for the development and application of AntiSoiling Nanocoating for Superior Performance Enhancement of Solar Modules.

B. Gujarat Annual Solar Awards 2025 (Suryacon Ahmedabad)

• Solar Project Innovation of the Year - Design: Conferred upon Sahaj Solar Limited in recognition of innovative engineering design solutions in solar infrastructure.

• Solar Project Innovation of the Year - Engineering: Awarded to Sahaj Solar Limited for exemplary engineering execution in solar projects.

C. Maharashtra Annual Solar Awards 2025 (Suryacon Pune)

• Smart Solar Technology of the Year: Conferred upon Sahaj Solar Limited for technical excellence and smart technology integration.

• Rural Electrification Development Award: Awarded to Sahaj Solar Limited in recognition of significant contributions toward off-grid power solutions and rural electrification.

D. Corporate & Leadership Recognitions

• Dun & Bradstreet - Leading SMEs of India 2025: Recognized and certified as one of the ‘Leading SMEs of India 2025’ in Dun & Bradstreet’s report on mid-sized businesses.

• Indian Conventions Award 2025: Conferred upon Ms. Varsha Brahmbhatt (HR Head) in recognition of HR leadership and organizational excellence.

• GCCI Carbon Neutral Certificate: Presented to Mr. Pramit Brahmbhatt at the GCCI Gujarat Sustainability Summit 2025 for zero-carbon participation through Miyawaki tree plantation initiatives.

• SOFAR Letter of Appreciation: Received an official Letter of Appreciation from SOFAR celebrating joint milestones and market growth.

49. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your directors also express their warm appreciation to all employees for their contribution to your Company’s performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

1

September 4, 2025: Mr. Pramit Bharatkumar Bramhbhatt joined the committee as a member, taking the place of Mr. Sureshchandra Naharsinh Rao, who resigned from the Committee as a member.

• March 7, 2026: Mr. Dilip Balshanker Joshi, stepped down from the Chairmanship and remained as a regular committee member. Mr. Niren Gautambhai Dalal was appointed as the new Chairman of the Committee.

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 6 (Six) Audit Committee Meetings were held dated:

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

1. FINANCIAL SUMMARY

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

ff in Lakhs)

2. BUSINESS PERFORMANCE

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

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit under Retained
Earnings.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and up to the date of the
report.

6. DIVIDEND

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

7. SHARE CAPITAL OF THE COMPANY

A. AUTHORIZED SHARE CAPITAL

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

B. PAID-UP SHARE CAPITAL

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

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

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

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

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

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

8. CHANGE IN NAME OF THE COMPANY

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

9. CHANGE IN REGISTERED OFFICE

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2025 comprised of Five (5) Directors out
of which Two (2) are Executive Directors and one (1) is Non-Executive Director and two (2) are
Independent Directors. The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an
appropriate combination of Executive, Non-Executive and Independent Directors.

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

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

11. KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (''the Act''), the
following are the KMPs of the Company:

• Pramit Bharatkumar Brahmbhatt - Managing Director

• Manan Bharatkumar Brahmbhatt - Chief Financial Officer

• Poonam Pravinbhai Panchal - Company Secretary

12. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7)
of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of
Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time and there has been no change in
the circumstances which may affect their status as independent Director during the year. In the
opinion of the Board, the Independent Directors possess an appropriate balance of skills,
experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company
have confirmed that they have registered themselves with the databank maintained by the Indian
Institute of Corporate Affairs (IICA).

13. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2024-25, 18 (Eighteen) meetings of the Board of Directors were held
and the details of meetings attended by the Directors are as follows:

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

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors
in overseeing the Board''s responsibilities, an Audit Committee was formed as a sub-committee of
the Board. The Committee is in line with the requirements of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in
Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act,
2013.

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

All the members possess sound accounting and financial management knowledge.

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

Attendance for Audit Committee Meeting:

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted
the “Nomination and Remuneration Committee”.

The detailed composition of the members of the Nomination and Remuneration Committee at
present is given below:

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

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

Attendance of Nomination & Remuneration Committee Meeting:

D. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has
constituted the “Stakeholders'' Relationship Committee”.

The Stakeholders'' Relationship Committee has been formed for the effective redressal of the
investors'' complaints and reporting of the same to the Board periodically.

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

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

October 30, 2024 and February 11, 2025.

Attendance of Stakeholder Relationship Committee Meeting:

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

14. EVALUATION OF BOARD

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

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

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

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

VIGIL MECHANISM

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

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

15. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for
Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in
line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the
company. The web link is https://sahaisolar.com/investors/

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and
confirm that:

(a) In preparation of the annual accounts, the applicable Accounting Standards have been
followed, along with proper explanation relating to material departures, if any;

(b) Such Accounting Policies have been selected and applied consistently, and judgements and
estimates have been made that are reasonable and prudent to give a true and fair view of the
Company''s state of affairs as on March 31, 2025 and of the Company''s profit or loss for the year
ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records,
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(d) The annual Financial Statements have been prepared on a Going Concern Basis.

(e) Internal financial controls have been laid down to be followed by the Company and that such
internal financial controls were adequate and operating effectively.

(f) Proper systems were devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
auditors for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and operate as intended. During the year, no reportable material weakness was
observed.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

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

1. Veracity Energy and Infrastructure Private Limited - Subsidiary

2. Veracity Powertronics Private Limited - Subsidiary

3. Veracity Renewable Energy Private Limited - Subsidiary

4. Sahaj PV Ancillary Private Limited - Subsidiary

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

6. Sahaj Renewable Power Limited - Subsidiary*

7. Sustainable Planet Green Energies Private Limited**

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

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

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

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

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations in the future.

EXTRACT OF ANNUAL RETURN

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

20. AUDITORS AND AUDITOR''S REPORT

A. STATUTORY AUDITOR

M/s. Mistry & Shah LLP, Chartered Accountants having (FRN: W100683) were appointed as
Statutory Auditors of the Company in the Annual General Meeting held on July 5, 2024 for F.Y.
2024-25 to FY 2028-29 to hold the office till the conclusion of 20^th Annual General Meeting.

B. SECRETARIAL AUDITOR

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

C. INTERNAL AUDITOR

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

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

Auditor''s Report

The Auditors'' Report for the Financial Year ended March 31, 2025 does not contain any
qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements
referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.
No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board''s Report.

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

Secretarial Auditor''s Report

The Secretarial Audit Report is annexed as ''Annexure B'' and forms an integral part of this Report.
The Secretarial Auditors have not expressed any qualifications in their Secretarial Audit Report
for the year under review. Being a SME Listed Company, Pursuant to Regulation 24A of the Listing
Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the
Annual Secretarial Compliance Report is not applicable to our Company.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

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

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, Guarantees and investments made by the Company pursuant to Section 186
of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the
Annual Report.

23. PUBLIC DEPOSIT

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

24. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy
and are responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee exercises additional oversight in the area of financial risks and controls. Major
risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis.

25. RELATED PARTIES TRANSACTIONS

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

26. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

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

27. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

28. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance provisions are not mandatory for the Company, as it is listed as a Small
and Medium-sized Enterprise (SME).”

29. GENERAL SHAREHOLDER INFORMATION

*MARKET PRICE DATA

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

SHAREHOLDING PATTERN AS ON MARCH 31, 2025

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

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

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

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

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

A. Conversation of Energy

a) Steps taken or impact on conservation of energy: The factory has implemented power-saving
sensors, automatic power cut-off systems, and Variable Frequency Drives (VFDs), resulting in
optimized energy consumption and improved operational efficiency.

b) Steps taken for utilising alternate sources of energy: The existing manufacturing facility is
already equipped with solar panels, enabling partial substitution of grid power with renewable
energy and contributing to sustainable operations.

c) Capital Investment on Energy Conservation Equipment: Nil

B. Technology Absorption

a) Efforts made towards technology absorption: The Company is actively engaged in developing
low power-consuming agro equipment that can be operated through solar energy, promoting
sustainable innovation and rural energy independence.

b) Benefits derived like product improvement, cost reduction, product development or import
substitution: Value addition has been achieved by transitioning equipment operations from diesel
generators to solar systems, resulting in significant cost reduction and enhanced sustainability

c) Information regarding technology imported, during the last 3 years: Nil

d) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows

33. PARTICULARS OF EMPLOYEES

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

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

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven year.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India on the Board Meetings and General Meeting.

36. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no
disclosure is required.

38. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received
from the Banks and financial institutions during the financial year under review. Your directors
also express their warm appreciation to all employees for their contribution to your Company''s
performance and for their superior levels of competence, dedication and commitment to the
growth of the Company. The Directors are also grateful to you, the Shareholders, for the
confidence you continue to repose in the Company.

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

FINANCIAL HIGHLIGHTS

STATE OF COMPANY''S AFFAIRS

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

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

ACT, 2013

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

amount to reserves.

DIVIDEND

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

MEETINGS OF THE BOARD OF DIRECTORS

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITOR

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

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

AUDITOR''S REPORT

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

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

The constitution of the audit committee is as under:

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

NOMINATION AND REMUNERATION COMMITTEE

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

The constitution of the said committee is as under:

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

STAKEHOLDER RELATIONSHIPS COMMITTEE

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

DISCLOSURE UNDER RULE 5

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

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

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

PERFORMANCE EVALUATION

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

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

DEPOSITS

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

LOANS, GUARANTEES AND INVESTMENTS

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

ROTATION OF DIRECTOR U/S 152

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

RELATED PARTY TRANSACTIONS

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

MATERIAL CHANGES AND COMMITMENTS

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

VIGIL MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY

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

SUBSIDIARY/TOINT VENTURE/ASSOCIATE COMPANY

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

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

SHARE CAPITAL

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

CONVERSION OF COMPANY INTO PUBLIC COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

REPORTING OF FRAUD BY AUDITORS

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ANNUAL REUTRN

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

RISK MANAGEMENT

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

ACKNOWLEDGEMENT

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