Gensol Engineering Ltd

BOARD'S REPORT

To the Members,

The Directors present the 12th Annual Report of Gensol Engineering Limited ("the Company") along with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL RESULTS

PERFORMANCE REVIEW

The Company's revenue from operations on a Standalone basis for the year under review is Rs.90,401 Lakhs compared to Rs.37,100 Lakhs in the previous year. There is notable increase in revenue of Rs.53,301 Lakhs during the year under review.

The Company's revenue from operations on a Consolidated basis for the year under review is Rs.96,310 Lakhs compared to Rs.39,797 Lakhs in the previous year. There is notable increase in revenue of Rs.56,513 Lakhs during the year under review.

A) AUTHORIZED SHARE CAPITAL

During the financial year 2023-24 Authorized Share Capital increased from Rs.15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.50,00,00,000 (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The authorized share capital of the company as on March 31, 2024, Rs.50,00,00,000 (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.

B) PAID UP SHARE CAPITAL

The company has issued 4,05,383 equity share through private placement and the company has issued 2,52,48,598 equity share through Bonus issue in the ratio of 2:1 (i.e. 2 (two) Bonus shares for every 1(one) equity shares held) during the financial year 2023-24. Due to above corporate action, the Paid-up share capital of the Company as on March 31, 2024, is E 37,87,28,970/- (Rupees Thirty Seven Crore Eighty Seven Lakh Twenty Eight Thousand Nine Hundred Seventy Only) divided into 3,78,72,897 (Three Crore Seventy Eight Lakhs Seventy Two Thousand Eight Hundred Ninety Seven) equity shares of E 10/- (Rupees Ten Only).

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended 31st March 2024.

A. Board Meetings

The Board of Directors met Seventeen times during the financial year 2023-24. The meetings were held on 20.04.2023, 29.05.2023, 11.07.2023, 01.08.2023, 14.08.2023, 05.09.2023, 13.09.2023, 19.10.2023, 08.11.2023, 29.11.2023, 07.12.2023, 01.01.2024, 22.01.2024, 06.02.2024, 29.02.2024, 07.03.2024, and 28.03.2024. The attendance particulars of each Director at the Board Meetings for the financial year 2023-24 are as under:

B. Committee Meetings

The Audit Committee met Five times during the year 2023-24. The meetings were held on 20.04.2023, 29.05.2023, 14.08.2023, 08.11.2023 and 22.01.2024.

The Nomination and Remuneration Committee met twice during the year 2023-24. The meetings were held on 11.07.2023 and 19.10.2023.

The Stakeholders Relationship Committee met one time during the year 2023-24. The meetings were held on 11.07.2023.

The Risk Management Committee of the Company met twice during the year 2023-24. The meeting held on 11.07.2023 and 14.08.2023.

The Corporate Social Responsibility Committee met twice during the year 2023-24. The meetings were held on 29.05.2023 and 28.03.2024.

Meeting of Independent Director met Once during the year 2023-24. The meetings were held on 28.03.2024.

COMMITTEESS A. AUDIT COMMITTEE

The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, as may be amended from time to time. The Committee comprises of the following members as on 31st March 20241-

All the members of the Audit Committee are financially literate. After Financial year end Mr. Gaurav Kharbanda resigned w.e.f. May 8, 2024 and Mr. Rajesh Jain has been appointed as Chairman of Audit Committee.

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

B. Nomination and Remuneration Committee

After Financial year end Mr. Gaurav Kharbanda resigned w.e.f. May 8, 2024 and Mr. Rajesh Jain has been appointed as member of Nomination and Remuneration Committee in place of Mr. Gaurav Kharbanda.

C. Stakeholder's Relations Committee

After Financial year end, Mr. Gaurav Kharbanda resigned w.e.f. May 8, 2024 and Mr. Rajesh Jain has been appointed as member of Stakeholder's Relations Committee.

D. Corporate Social Responsibility Committee

After Financial year end, Mr. Gaurav Kharbanda resigned w.e.f. May 8, 2024 and Mr. Rajesh Jain has been appointed as Chairman of Corporate Social Responsibility Committee.

E. Risk Management Committee

After Financial year end, Mr. Gaurav Kharbanda resigned w.e.f. May 8, 2024 and Mr. Rajesh Jain has been appointed as member of Risk Management Committee.

A. Independent Director (As on date)

BOARD DIVERSITY:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

• During the year under review, Mrs. Jasminder Kaur and Mr. Kamleshkumar P Parmar has resigned w.e.f July 11, 2023 and October 19, 2023 respectively. Ms. Vibhuti Patel and Mr. Harsh Singh as Independent Director with effect from July 11, 2023 and October 19, 2023 respectively.

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

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION

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

Any person who becomes Director or Officer, including an employee who is acting in a managerial or supervisory capacity, shall be covered under Directors' and Officers' Liability Insurance Policy. The Policy shall also covers those who serve as a Director, Officer or equivalent of an subsidiaries/joint ventures/associates at Company's request. The Company has provided insurance cover in respect of legal action against its Directors under the Directors' and Officers' Liability Insurance.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DISCLOSURES BY DIRECTORS:

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

DECLARATION OF INDEPENDENCE:

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

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

AUDITORS Statutory Auditor

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

As per the recommendations of the audit committee held on September 06, 2024 the boad of directors of the company has proposed to appoint M/s. Suresh Surana & Associates LLP (FRN: 121750W/W100010) Chartered Accountants as Statutory Auditors of the Company, Subject to the approval of Members in ensuing general meeting of the company in place of retiring Statutory Auditors M/s. K C Parikh & Associate., Chartered Accountants, Ahmedabad (Firm Registration No. 107550W).

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

Secretarial Auditor

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed CS Jatin Kapadia (CP. No. 12043) of M/s K. Jatin & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as "Annexure-A" in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

Internal Auditor

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

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s K C Parikh & Associate, Chartered Accountants, Ahmedabad, in the Auditor's report and by Secretarial Auditors CS Jatin Kapadia of M/s. K. Jatin & Co. (COP No. 12043), Practicing Company Secretary, Ahmedabad in their Secretarial Audit Report for the Financial Year ended March 31, 2024.

REPORTING OF FRAUDS BY AUDITORS:

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

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES

There are eight subsidiaries as on March 31, 2024. The details of subsidiaries are as under;

1. Gensun Renewable Private Limited

2. Gensol Utilities Private Limited

3. Gensol Electric Vehicle Private Limited (GEVPL)

4. Gensol EV Lease Private Limited

5. Scorpius Tracker Private Limited

6. Green Energy Trading LLC - FZ

7. Gensol Green Energy Private Limited

8. Gensol Clean Energy Private Limited

9. Gensol Components Private Limited (99.99% held by GEVPL)

There is no holding company as on March 31, 2024.

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

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

During the year under review, there is no deviation or variation of the fund utilization under Regulation 32(1) of SEBI Regulation, 2025.

VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during F.Y. 2023-24.

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

SEBI COMPLAINTS 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.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be sent their query at cs@gensol.in

RISK MANAGEMENT

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilized by the recipient are provided in the Standalone Financial Statement (Please refer Note 8,10,11, 28 and 54 to the Standalone Financial Statement)

TRANSACTIONS WITH RELATED PARTIES

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

PARTICULARS OF EMPLOYEES

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

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

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

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

CEO/CFO Certification

The certificate required under Regulation 17(8) of the SEBI Listing Regulations, duly signed by the Managing Director and CFO of the Company was placed before the Board. The same is provided as an Annexure G to this report.

Company Secretary certificate on Corporate Governance

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations. It has obtained a certificate affirming the compliances from CS Jatin Kapadia, Practising Company Secretaries, affirming compliance of Corporate Governance requirements during FY 2023-24 and the same is attached to this Report as an Annexure H.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2023-24 :-

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

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

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

DEPOSITS FROM PUBLIC

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

DEMATERIALISATION OF SHARES:

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

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

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

CONSERVATION OF ENERGY:

Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment's with latest technologies.

TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the relevant rules made thereunder, the Company shall spend, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. In Financial Year 2022-2023 company has Profit Before Tax is Rs.35.98 Crore, hence, the Company is liable for spending the amount on account of CSR in the year 2023-2024. The Company in need of spending Rs.35,95,369.15/- during the financial year 2023-24 and the same has been spend the details of which mentioned in Annexure F.

STATE OF COMPANY'S AFFAIRS

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

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2023-24, no order has been passed by any regulatory authorities or Courts impacting the going concern status and Company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

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

A. in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed and there are no material departures;

B. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2024 and of the profit of the Company for the year ended on that date;

C. they have taken proper and sufficient care for the maintenance of adequate accounting records in 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. they have prepared the annual accounts of the Company on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the

management and the audit committee, the Board of Directors is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2023-24, is available on the Company's website at https://gRl.gRnsol.in/investors/noticR annual report.

GENERAL

A. There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statements

B. No fraud has been reported by the Auditors to the Audit Committee or the Board

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors of

Gensol Engineering Limited

Sd/-

Anmol Singh Jaggi

Chairman & Managing Director

DIN : 01293305.