Sterling Powergensys Ltd Directors Report

TO THE MEMBERS

Your Directors have great pleasure in presenting the 40^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Sales & Other Income	1390.02	1,061.16
Total Expenses	1371.12	777.64
Profit / (Loss) before exceptional items and tax	18.89	283.52
Less: Exceptional items	-	-
Less: Tax Expenses	-	-
Add: Provisions Reversed	-	-
Profit / (Loss) after tax	18.89	283.52
Add: Adjustment for depreciation as per Companies Act 2013	-	-
Add: Balance brought forward from previous year	-	-
Balance carried to Balance Sheet	18.89	283.52

OPERATIONAL REVIEW& STATE OF COMPANYS AFFAIRS:

During the financial year 2024-25, the Company has been generating revenue through Solar projects and sale of commodities and further focusing on the research for new projects to be undertaken in the future. The Company was able to generate higher revenues from its previous year. The Company recorded revenue from operations of Rs.1260.40 Lakhs, as against the revenue of Rs.688.48 Lakhs in the previous year. As a result of the preferential issue during the financial year, the Company was able to turn around its fortunes and record a profit of Rs.18.89 lakhs for the year ended 31st March, 2025. This compares to a profit of Rs.283.52 lakhs in the previous financial year. During the year Company had raised funds through preferential issue for the new project under Green Hydrogen.

RESERVES:

Considering the need for retention of profits and enhancing internal revenue generation capabilities of the Company during the financial year under review, the Directors do not propose the transfer of any amount to the general reserve account. The profit for the Financial Year 2024-25 has been transferred to the Profit and Loss Account.

DIVIDEND:

Considering the future expansion, your Directors do not recommend any dividend for the financial year 2024-25.

SHARE CAPITAL OF THE COMPANY:

As on 31^st March, 2025 the Authorized Share Capital of the Company is Rs.10,00,00,000/- divided into 1,00,00,000 Equity shares, having face value of Rs.10/- each and the Paid up Equity Share Capital, is

Rs.5,26,26,320/- divided into 52,62,632 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review the Company has increased the authorized share capital of the Company from Rs.6,00,00,000 to Rs.10,00,00,000.

Additionally, pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on 03^rd August, 2024, the Company issued 1,66,632 equity shares at a price of INR. 35.71 (including a premium of Rs.25.71) per share (face value of INR 10/- each) to identified investors, by way of a preferential issue on a private placement basis, for an aggregate consideration of INR 71,50,274/- (Rupees Seventy-One Lakh Fifty Thousand Two Hundred Seventy-Four Only). The funds raised have been fully utilized in accordance with the Objects stated in the Offer Document.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

The Company is not having any associate Company, Subsidiary Company or Joint venture.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposit falling within the purview of the provisions of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.Accordingly the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not issued any loans or provided any Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act, 2013 are not applicable to the Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

CORPORATE GOVERNANCE REPORT: Not Applicable

As per Regulation 27(2) and Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Paid up Equity Share Capital of the Company being less than Rs.10 Crore and Net worth being less than Rs.25 Crore as on 31^st March, 2025. Since the paid up capital of the Company is Rs.5,26,26,320/-and net worth is Rs.32,57,240/- the Corporate Governance Report is not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Board of Directors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their

respective areas and thereby strengthens the controls.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) that 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) that 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 of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://splsolar.in/Investor/R&R.html

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, during the year 2024-25 there were following changes takes place in the Composition of Board of Directors:

1. Mr. Nandakumar Kalath (DIN: 00041727) was appointed as the Non-Executive Non-Independent Director of the Company w.e.f. May25, 2024 and subsequently he tendered his resignation as a Chairman and Non-Executive Director of the Company with effect from September 12, 2024;

2. Mr. Tarang Mehta, (DIN: 01528135) was appointed as the Non-Executive Independent Director of the Company w.e.f. May25, 2024and subsequently he tendered his resignation as a Chairman and Non-Executive Independent Director with effect from November 14, 2024, who;

3. Mr. Manish Jain (DIN: 01310249) who was appointed as the Non-Executive Independent Director of the Company w.e.f. May25, 2024and subsequently he tendered his resignation as a Chairman and Non-Executive Independent Director with effect from November 14, 2024;

4. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive Officer of the Company with effect from July 06, 2024 and before that he tendered his resignation as an Independent Director of the Company with effect from July 06, 2024;

5. Mr. Dinesh Agarwal (DIN: 02854858) was appointed as the Director-Finance and Chief Financial Officer (CFO) of the Company w.e.f. July 06, 2024, and subsequently he tendered his resignation as a Director Finance & Chief Finance Officer (CFO) with effect from November 21, 2024;

6. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of the Company w.e.f. July 09, 2024 and thereafter regularized in its 39th AGM held on August 03, 2024;

7. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the Company w.e.f. September 12, 2024 and thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM) held on December 10, 2024;

8. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director w.e.f. November 14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM) held on December 10, 2024;

9. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company w.e.f. February 13, 2025.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following persons are the Directors and Key Managerial Personnel of the Company as on 31^st March, 2025:

Sr. No. Name of the person	Designation
1. Sankaran Venkata Subramanian	Managing Director
2. Rajlaxmi Iyar	Non-Executive Director
3. *Navinchandra Joshi(Refer note	Executive Director
4. Shankar Ramnath Iyer(Refer note 3)	Independent Director
5. Sujeet Singh(Refer note	Independent Director
6. Sundar Venkataraman(Refer note 5)	Independent Director
7. Harishchandra B. Naukudkar(Refer note 2)	Chief Executive Officer
8. Mr. Pundlik Davane(Refer note 6)	Chief Financial Officer
9. Gaurav Kaushik	Company Secretary and Compliance Officer

In accordance with Section 152 of the Companies Act, 2013, *Mr. Navinchandra Joshi, Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Note: During the financial under review following changes in the composition of Board of Directors of the Company:

1. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of the Company w.e.f. July 09,2024 and thereafter regularized in its 39th AGM held on August 03,2024;

2. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive Officer of the Company with effect from July 06,2024;

3. Mr. Shankar Iyer (DIN: 03038466), Independent Director of the Company appointed as a Chairman of the Company with effect from November 14,2024;

4. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the Company w.e.f. September 12, 2024 and thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM) held on December 10,2024;

5. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director w.e.f. November 14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General Meeting (EGM) held on December 10,2024;

6. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company w.e.f. February 13, 2025.

BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, the Board has carried out an evaluation after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and the Board of Directors was carried out by the entire Board, and the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors throughout the standard set of questionnaire to be evaluated on a scale of 1 to 5 in accordance with the Companies Act and the SEBI guidelines. The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommends the Board about remuneration for Directors and Key Managerial Personnel and other employees up to one level below of the Key Managerial Personnel. Remuneration by way of sitting fee for attending the meetings of Board and committees and commission on profit not exceeding the limit specified in the Companies Act, 2013 is paid to independent Directors of the Company. Remuneration payable to Non-Executive

Independent Directors is determined in accordance with the criteria laid down in the Nomination and Remuneration Policy of the Company.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors & Key Managerial. All the appointment, re-appointment and remuneration of Directors and Key Managerial Personnel are in compliance of the Nomination and Remuneration Policy of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down pursuant to Section 149 (6) of the Companies Act, 2013.

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as Specified in Section 164(2) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company conducts programmes/presentations periodically to familiarize the Independent Directors with the nature of industry in which the Company operates, business model of the Company, Board dynamics & functions, Management techniques and role, rights & responsibilities of Independent Directors through its Executive Directors. The details of such familiarization programmes have been disclosed on the Companys website at (https: //www.splsolar.in/).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2025, Six (6) Board Meetings were held on the following dates:

1. 25^th May, 2024

2. 06^thJuly, 2024

3. 14^th August, 2024

4. 12^th September, 2024

5. 14^thNovember, 2024

6. 13^th February, 2025

The composition and Category of Board of Directors as on 31^st March, 2025is as under: -

		Number of outside Directorship			Attendance
Name of the Directors	Category of Directors	Directorship #
		Publ ic	Private	Total Board meeting s held during tenure	Board meeting attended	AGM held on 03rd Augus t, 2024	No. of Shares held in the Company As at 31.03.2025
Sankaran Venkata Subramanian	Managing Director	Nil	Nil	6	6	Yes	4,64,350
Rajlaxmi Iyar	Non Executive Director	Nil	Nil	6	1	Yes	9000
*Navinchandra Joshi	Executive Director	Nil	Nil	4	4	Yes	400
Harishchandra Bharama N aukudkar(Refer note x)	Chief Executive Officer	Nil	Nil	5	5	Yes	19,603
Shankar Ramnath Iyer	Independent Director	Nil	2	6	5	Yes	Nil
Sujeet Singh	Independent Director	Nil	1	2	2	NA	Nil
Sundar Venkataraman	Independent Director	2	2	1	1	NA	Nil
Nandakumar Kalath(Refer note 2)	Non Executive Non Independent	7	Nil	3	3	Yes	Nil
Tarang Mehta(Refer note 3)	Independent Director	Nil	1	3	2	Yes	1
Manish Jain(Refer note 4)	Independent Director	2	1	3	1	Yes	Nil
Mr. Dinesh Agarwal(Refer note 5)	Director- Finance and Chief Financial Officer (CFO)	Nil	Nil	3	3	Yes	40,494

*Mr. Navinchandra Joshi, Executive Director of the Company retires by rotation at the forthcoming Annual

General Meeting (AGM) and being eligible, offers himself for re-appointment.

#Excluding Directorships in Foreign Companies.

Note:

1. Mr. Harishchandra Naukudkar (DIN: 07556138) tendered his resignation as a Chairman and Independent Director and re-designated as a Chief Executive Officer of the Company with effect from July 06,2024;

2. Mr. Nandakumar Kalath (DIN: 00041727) tendered his resignation as a Non-Executive Director of the Company with effect from September 12,2024;

3. Mr. Tarang Mehta, (DIN: 01528135) tendered his resignation as a Chairman and Non-Executive Independent Director with effect from November 14,2024;

4. Mr. Manish Jain, (DIN: 01310249) tendered his resignation as a Non-Executive Independent Director of the Company with effect from November 14,2024;

5. Mr. Dinesh Agarwal (DIN: 02854858), tendered his resignation as a Director Finance & Chief Finance Officer (CFO) with effect from November 21,2024.

Memberships of the Directors in various Committees are within the permissible limits of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Board have been provided with the requisite information mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 well before the Board Meetings.

COMMITTEE MEETINGS:

AUDIT COMMITTEE:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having in place an Audit Committee comprising of Independent Directors and Non-Executive Director. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. All the Members of the Audit Committee are financially literate.

Audit Committee meets Five (5) times in the financial year ended 31^st March, 2025, on following dates:

1. 25th May, 2024

2. 06thJuly, 2024

3. 14^th August, 2024

4. 14^thNovember, 2024

5. 13^th February, 2025

At the beginning of the year under review 2024-25, the Audit Committee of the Company comprised of the following members:

Name of Director	Designation	Category of Directorship
Mr. Harishchandra Naukudkar	Chairperson	Independent Director
Mr. Sankaran Venkata Subramanian	Member	Executive Director
Mr. Shankar Ramnath Iyer	Member	Independent Director

During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the Chairman and Independent Director of the Company and induction of Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent Director, the Audit Committee was reconstituted on 06^th July, 2024 and comprises of the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Manish Jain	Chairperson	Independent Director
Mr. Shankar Ramnath Iyer	Member	Independent Director
Mr. Sankaran Venkata Subramanian	Member	Executive Director

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the Company and Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent Director of

the Company have resigned from their designated post; hence again, the Audit Committee was reconstituted on 14^th November, 2024 and comprises the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Shankar Ramnath Iyer	Chairperson	Independent Director
Mr. Sankaran Venkata Subramanian	Member	Executive Director
Mr. Sundar Venkataraman	Member	Independent Director

The attendance of the members at the Audit Committee Meetings are as under:

Name of Director	Category of Directorship	No. of meetings held during his/her tenure	No. of meetings attended during his/her tenure
Mr. Harishchandra Naukudkar	Independent Director	2	2
Mr. Shankar Ramnath Iyer	Independent Director	5	4
Mr. Sankaran Venkata Subramanian	Executive Director	5	5
Mr. Sundar Venkataraman	Independent Director	1	1
Mr. Nandakumar Kalath	Independent Director	2	2
Mr. Tarang Mehta	Independent Director	3	2
Mr. Manish Jain	Independent Director	3	1

At the invitation of the Committee, other Financial Executives of the Company also attended the meetings to respond to queries raised at the Committee meetings.

NOMINATION & REMUNERATION COMMITTEE:

The Company is having in place the Nomination and Remuneration Committee (“NRC”) for reviewing and recommending the remuneration payable to the Directors and senior executives of the Company and assisting the Board with respect to the process of appointment or re-election of Chairman of the Board of Directors and other executive and non-executive Directors.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under:

During the financial year ended 31^st March, 2025, Nomination & Remuneration Committee meet Five (5) times on the following date:

1. 25^th May, 2024

2. 06^thJuly, 2024

3. 12^th September, 2024

4. 14^thNovember, 2024

5. 13^th February, 2025

At the beginning of the year under review 2024-25, the Nomination & Remuneration Committee of the Company comprised of the following members:

Name of Director	Designation	Category of Directorship
Mr. Harishchandra Naukudkar	Chairperson	Independent Director
Mrs. Rajlaxmi Iyar	Member	Non-Executive Director
Mr. Shankar Ramnath Iyer	Member	Independent Director

During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the Chairman and Independent Director of the Company and induction of Mr. Tarang Mehta, Independent Director of the Company, the Nomination & Remuneration Committee was reconstituted on 06^th July, 2024 and comprises of the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Shankar Ramnath Iyer	Chairperson	Independent Director
Mrs. Rajalakshmi Iyer	Member	Non-Executive Director
Mr. Nandakumar Kalath	Member	Non-Executive Director
Mr. Tarang Mehta	Member	Independent Director

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent Director of the Company have resigned from their designated post; hence again, the Nomination& Remuneration Committee was reconstituted on 14^th November, 2024and comprises the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Sujeet Singh	Chairperson	Independent Director
Mr. Shankar Ramnath Iyer	Member	Independent Director
Mrs. Rajalakshmi Iyer	Member	Non-Executive Director

The attendance of the members at the Nomination & Remuneration Committee Meetings are as under:

Name of Director	Category of Directorship	No. of meetings held during his/her tenure	No. of meetings attended during his/her tenure
Mr. Harishchandra Naukudkar	Independent Director	2	2
Mrs. Rajalakshmi Iyer	Non-Executive Director	5	1
Mr. Shankar Ramnath Iyer	Independent Director	5	4
Mr. Sundar Venkataraman	Independent Director	0	NA
Mr. Sujeet Singh	Independent Director	2	2
Mr. Nandakumar Kalath	Independent Director	1	1
Mr. Tarang Mehta	Independent Director	2	2
Mr. Manish Jain	Independent Director	2	1

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website https://splsolar.in/Policies. We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having in place the Stakeholders Relationship Committee (“SRC”) for the redressal of the grievances of security holders of the Company.

Composition, Meetings and Attendance of the committee is as follows:

During the financial year ended 31^st March, 2025, Stakeholders Relationship Committee meeting One (1) time on the following date:

1. 13^th February, 2025.

At the beginning of the year under review 2024-25, the Stakeholders Relationship Committee of the Company comprised of the following members:

Name of Director	Designation	Category of Directorship
Mrs. Rajlaxmi Iyar	Chairperson	Independent Director
Mr. Harishchandra Bharama Naukudkar	Member	Independent Director
Mr. Yash Dharmendra Sanghvi	Member	Non-Executive Director

In the year 2023-24, Mr. Yash Dharmendra Sanghvi, Independent Director of the Company and during the year 2024-25, Mr. Harishchandra Naukudkar, Chairman and Independent Director of the Company have resigned from their designated post; and induction of Mr. Tarang Mehta, Independent Director of the Company, hence the Stakeholders Relationship Committee was reconstituted on 06^th July, 2024 comprises the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Tarang Mehta	Chairperson	Independent Director
Mr. Nandakumar Kalath	Member	Non-Executive NonIndependent Director
Mr. Manish Jain	Member	Independent Director

During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director of the Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain, Independent Director of the Company have resigned from their designated post; and induction of Mr. Sundar Venkataraman, Independent Director of the Company hence again, the Stakeholders Relationship Committee was reconstituted on 14^th November, 2024and comprises the following members as enumerated below:

Name of Director	Designation	Category of Directorship
Mr. Sundar Venkataraman	Chairperson	Independent Director
Mr. Shankar Ramnath Iyer	Member	Independent Director
Mr. Sujeet Singh	Member	Independent Director

The attendances of the members at the Stakeholders Relationship Committee Meetings are as under:

Name of Director	Category of Directorship	No. of meetings held during his/her tenure	No. of meetings attended during his/her tenure
Mrs. Rajalakshmi Iyer	Non-Executive Director	1	1
Mr. Harishchandra Naukudkar	Independent Director	1	1
Mr. Yash Dharmendra Sanghvi	Independent Director	1	1
Mr. Shankar Ramnath Iyer	Independent Director	1	1
Mr. Sundar Venkataraman	Independent Director	1	1
Mr. Sujeet Singh	Independent Director	1	1

SEXUAL HARASSMENT:

The Constitution of Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”) is not applicable to the Company since the Company has less than 10 employees. Yet as a part of good governance, the Board monitors and assesses the complaints received, if any from the employees relating to sexual harassment at workplace in accordance with the Act and rules made there under. During the year under review, no complaints were reported or pending.

Maternity Benefit Act: During the financial year 2024-25, Sterling Powergensys Limited had no women employees on its rolls. Accordingly, there were no instances requiring the grant of maternity benefit. The Company affirms its commitment to comply with the provisions of the Maternity Benefit Act, 1961, and will ensure full compliance as and when applicable. This disclosure is made pursuant to the Companies (Accounts) Second Amendment Rules, 2025.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company i.e. www.splsolar.in.

RELATED PARTY TRANSACTIONS:

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY2024-25 and hence does not form part of this report.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE067E01013. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Acts & Rules framed thereunder either to the Company or to the Central Government.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Companys website www.splsolar.in.All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. D. G. M. S. & Co., Chartered Accountants, Mumbai (FRN- 112187W) (Previously known as M/s. Doshi Maru & Associates), were appointed as the Statutory Auditors of the Company at its 37^th Annual General Meeting from the conclusion of the said meeting until the conclusion of the 42^ndAnnual General Meeting at such remuneration as fixed by the Board of Directors of the Company. They have audited the financial statements of the Company for the year under review. The report of the Statutory Auditors, M/s. D. G. M. S. & Co, Chartered Accountants on the financial statements of the Company for the financial year 2024-25forms part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the Financial Year 2024-25and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, the Company has appointed CS Deepak Chheta, a Practicing Company Secretary having COP No.: 20966 to undertake the Secretarial Audit of the Company for the period under review. The Secretarial Audit report for the Financial Year 2024-25is annexed herewith as Annexure A and forms an integral part to this Report.

AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks, but Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2) of Listing Obligation, Disclosure Requirements, Regulations, 2015 stated the following:

Sr. no Secretarial Auditors Qualifications	Managements view on the same
1. During the period under review the Company has not Dematerialized 100 % of Shareholding of Promoter and Promoter Group as per Regulation 31 (2) of Listing Obligation and Disclosure requirements, Regulations 2015. 5,12,650 [Five Lakh Twelve Thousand Six Hundred and Fifty] Equity shares constituting to 9.74% of the entire promoter holding are yet to be Dematerialised.	The Company had informed every promoter to convert their shares and some of them are in process but other Promoters being distant persons of each other are scattered all over and for some even re-classification of shares applied for and hence it is very difficult to convert each promoters physical holding into Demat.
2. During the period under review Company has outstanding payment of professional tax and provident fund.	The delay in payment of statutory dues, including Provident Fund, was due to temporary operational challenges. All pending dues will be cleared, and necessary steps have been taken to ensure timely compliance in the future.
3. There was delayed in submission of nonapplicability of Corporate Governance Report under Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended June 30, 2024.	The delay in submission was primarily due to our Statutory Auditors engagement with the audit of our branch office and the subsequent finalization of the financial statements. The Company has already submitted the required documents to the BSE, along with the necessary explanation regarding the delay.
4. There was delayed in submission of nonapplicability of Corporate Governance Report under Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and XBRL of Integrated Filing - Governance for the quarter ended March 31, 2025.	The delay in submission was primarily due to our Statutory Auditors engagement with the audit of our branch office and the subsequent finalization of the financial statements. The Company has already submitted the required documents to the BSE, along with the necessary explanation regarding the delay.
5. The Company had received notices from the stock exchange regarding One (1) day delayed submission of application for trading approval to the stock exchange and hence the stock exchange had imposed a penalty on the company as per SEBI (LODR) Regulation and SEBI Master circular SEBI/H0/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023.	The Board of Directors would like to clarify that there was a brief delay attributable to the Registrar and Transfer Agent (RTA). Consequently, the Company received the relevant information with a short delay of one day. Upon receipt of the information, the Company promptly complied with the applicable provisions and has duly paid the appropriate penalty. The Board assures all stakeholders that the delay was minimal and all necessary actions were taken in accordance with regulatory requirements.
6. There was minimal delayed in submission of financial results Regulation 33 of the SEBI (Listing Obligations and Disclosure	The submission of our financial results was minimal minutes of delayed due to the timing of our Board Meeting, which commenced on
Requirements) Regulations, 2015 for the quarter ended September 30, 2024.	November 14, 2024, at 5:30 PM. The meeting was adjourned for a brief period and concluded at 11:35 PM on the same day. Despite our best efforts to comply with the prescribed time frame, there was a technical lag in the BSE listing portal during the final stages of uploading our financial results. We promptly provided the necessary clarification to BSE, after which the matter was resolved. The Company assures all stakeholders that we remain fully committed to adhering to all regulatory timelines and procedures in the future.
7. There was delayed in the payment of Annual listing fees of BSE for the financial year 2024-25 within the prescribed time limit.	The delay in the payment of the Annual Listing Fees to BSE for the financial year 2024-25 was due to internal administrative constraints and the prioritization of urgent financial commitments during the period. The Company has since resolved the matter and ensured that the outstanding fees have been paid in full. We are committed to maintaining timely compliance with all regulatory requirements going forward
8. The Company had received notices from the stock exchange regarding delayed submission under regulation 13(3) of Statement of Grievance Redressal Mechanism and hence the stock exchange had imposed a penalty on the company as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (Chapter-VII(A).	Pursuant to SEBI Circular dated December 31, 2024 (No. SEBI/HO/CFD/CFD-PoD 2/CIR/P/2024/185), a single filing system called Integrated Filing (Governance) has been introduced, which consolidates Regulation 13(3) (Statement on Redressal of Investor Grievances), Regulation 27(2)(a) (Compliance Report on Corporate Governance), and other related disclosures into one integrated submission. The delay in filing was due to the additional requirement of net worth details under this new system. Upon receiving the necessary information, the Company promptly complied with all applicable provisions and has duly paid the prescribed penalty for the delay.

However, your Directors assure that the Company continues its principles of abiding by the Law in its Letter and Spirit. Your Directors are putting maximum efforts to make Company fully compliant in all respects and expect Company to be fully compliant at the earliest

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in “Annexure B” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report as “Annexure C”

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board periodically reviews the risks and measures taken for mitigation.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources at the Plant.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Annexed here as “Annexure D”. Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Companys Shares are listed on Bombay Stock Exchange (BSE Limited).

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and there are no commitments, affecting the financial position of the Company, which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Buyback of shares.

4. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation to the Companys Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. The Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

DATE: September 04, 2025	By order of the Board
REGISTERED OFFICE:	For STERLING POWERGENSYS
OFFICE NO. 816, 8TH FLOOR, RAJHANS HELIX 3,	LIMITED
L B S MARG. OPP HDFC BANK, GHATKOPAR WEST, MUMBAI, MAHARASHTRA, 400086.	Sd/-
	SANKARAN VENKATA
STERLING POWERGENSYS LIMITED	SUBRAMANIAN
	MANAGING DIRECTOR
Email: investor@splsolar.in	(DIN:00107561)
	Sd/-
	RAJLAXMI IYAR
	DIRECTOR
	(DIN:00107754)