Winsol Engineers Ltd Directors Report

Dear Shareholders,

The Board of Directors is delighted to present the 09^th report on the business and operations of your Company ("the Company") for the financial year ended March 31, 2024. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Companys achievements and strategic direction.

OVERVIEW OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Key highlights of standalone & consolidated financial performance for the year ended March 31, 2024, are summarized as under:

(Rs. in Lakhs)

	Standalone-Year Ended		Consolidated-Year Ended
Particulars	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue From Operations	7516.49	6538.66	7804.91	-
Other Income	7.26	5.86	7.36	-
Total Income	7523.75	6544.53	7812.27	-
Less: Total Expenses before Depreciation, Finance Cost and Tax	6238.85	5759.51	6470.7	-
Profit before Depreciation, Finance Cost and Tax	1284.90	785.01	1341.57	-
Less: Depreciation	37.33	32.47	37.33	-
Less: Finance Cost	78.72	59.77	80.64	-
Profit Before Tax	1168.84	692.77	1223.60	-
Less: Current Tax	298.06	173.59	312.33	-
Less: Deferred tax Liability (Asset)	(0.89)	2.19	(0.89)	-
Profit after Tax	868.09	516.98	908.58	-

FINANCIAL HIGHLIGHTS

Standalone Highlights of Operational Performance

The total income of the Company for the year ended March 31, 2024 was Rs. 7523.75 Lakh as against the total income of Rs. 6544.52 Lakh for the previous year ended March 31, 2023. The Total Income of the company was increased by 14.96 % over previous year.

The Company has earned a Net Profit after Tax of Rs. 868.09 Lakh for the year under review as compared to Net Profit of Rs. 516.98 Lakh in the previous financial year. The profit of the Company increased about 67.92% as compared to previous financial year. The increase in profit is due to increase in revenue from operations of the company as compared to previous year.

Consolidated Highlights of Operational Performance

The total income of the Company for the year ended March 31, 2024 was Rs. 7812.27 Lakh.

The Company has earned a Net Profit after Tax of Rs. 908.58 Lakh for the year under review.

We have not considered comparative figures for half yearly and Year ended March 2023 as company make investment in subsidiary on 7th February 2024.

TRANSFER TO GENERAL RESERVE:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2023-24.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

COMPANY BACKGROUND:

Our Company was originally incorporated as ‘Winsol Engineers Private Limited at Jamnagar, Gujarat as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated December 30, 2015, issued by the Registrar of Companies, Gujarat. Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general meeting of the Shareholders held on December 09,

2023, and consequently the name of our Company was changed to ‘Winsol Engineers Limited, pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, Gujarat, on December 21, 2023.

Our Company is an integrated engineering, procurement, construction and commissioning company providing Balance of Plant (BoP) Solutions for both Wind and Solar power generation companies. Our core services for BoP Solutions includes Foundation work, Substation Civil and Electrical work, Right of Way services, cabling to substation and Grid, and Miscellaneous work. In addition to our core BoP Solutions, our company also provides Operation and Maintenance services for Plant handling and monitoring. We are ISO-9001-2015, ISO-14001-2015 & ISO-45001 -2018 certified company demonstrating our execution capabilities in quality.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on Friday, January 12, 2024, proposed the Initial Public Offer not exceeding 31,15,200 (Thirty-One Lakhs Fifteen Thousand and Two Hundred only) equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of the Company had also approved by way of Special Resolution the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on Friday, February 02, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and Kfin Technologies Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to National Stock Exchange of India Limited ("NSE") for in-principal approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, April 16, 2024, granted its In- Principal Approval to the Company.

The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on May 09, 2024. The Public Issue was opened on Monday, May 06, 2024 and closed on Thursday, May 09, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on October 19, 2023. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated May 13, 2024. The trading of equity shares of the Company commenced on May 14, 2024 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2024-25 have been paid.

UTILISATION OF IPO PROCEEDS:

The Company raised funds of Rs. 2,336.40 Lakhs through Initial Public Offering (IPO) during financial year 2024-25.

(Rs. in Lakhs)

Original Object	Original Allocation	Funds Utilized as on March 31, 2024*
1. To meet Working Capital Requirements	1500.00	-
2. For General Corporate Purpose	531.06	-
3. For Public issue Expenditures	305.34	-
Total	2336.40	-

*As Company got listed on Emerge Platform of NSE on May 14, 2024, Fund utilisation for the financial year 2023-24 not applicable.

CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

During the year under review, the following changes were made in authorized and paid up share capital of the company.

Authorized Capital

At the beginning of the Financial year 2023-24 the Authorized share capital of company was Rs. 30,00,000/- (Rupees Thirty Lakhs Only) divided into 3,00,000 (Three lakh) Equity Shares of face value Rs. 10/- each.

Whereas During the Financial year 2023-24 the following changes had occurred in the Authorized capital of the company:

Authorized share capital of company increased from Rs. 30,00,000/- (Rupees Thirty Lakhs Only) divided into 3,00,000 (Three lakh) Equity Shares of face value Rs. 10/- each to Rs. 12,50,00,000 (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs) Equity Shares each of Rs. 10/- each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on December 04, 2023.

Accordingly, as on the date of Report the current Authorized share capital of company stands at Rs. 12,50,00,000 (Rupees Twelve Crore Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs) Equity Shares each of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

At the Beginning of the Financial year 2023-24 the Issued, Subscribed and Paid up capital of the company was Rs. 2,00,000 (Rupees Two Lakhs Only) divided into 20,000 Equity shares of Rs. 10 each

Whereas During the Financial year 2023-24 the following changes had occurred in the Issued , Subscribed and Paid up capital of the company: The Board of Directors, in their meeting held on December 11, 2023 has allotted 84,00,000 equity shares out of security premium account account/or free reserve of the company in the ratio of 420: 1 i.e. 420 (Four Hundred Twenty) Bonus Equity Shares for every 1 (One) Equity Share held by them on the record date i.e December 09, 2023.

Pursuant to Bonus issue of Equity Shares by the Company, the issued, subscribed and fully paid up capital of the Company was increased from Rs 2,00,000 (Rupees Two Lakhs Only) divided into 20,000 Equity shares of Rs. 10 each to 8,40,00,000 (Rupees Eight Crores Forty lakhs only) divided into 84,00,000 equity shares of Rs. 10 each.

After Closure of the financial year;

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on May 10,2024 has allotted total 31,15,200 Equity Shares of Rs. 10/- each at price of Rs. 75/- per Equity Share (Including a share premium of Rs. 65/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

Accordingly, the current Issued, Subscribed and Paid-up Capital of the Company stands at Rs. 11,53,52,000/- (Rupees Eleven Crores Fifty-Three Lakhs and Fifty-Two Thousand Only) divided into 1,15,35,200 (One Crore Fifteen Lakhs Thirty-Five Thousand and Two Hundred) Equity Shares of Rs. 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

				No. of Committee1		No. of
Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Director Ships in other co.1	in which Director is Member2	in which Director is Chairman	Shares held as on March 31, 2024
Mr. Ramesh Jivabhai Pindariya	Chairman cum Managing Director	December 09, 2023	2	1	-	63,15,000
Mrs. Amri Ramesh Pindariya	Whole time Director	December 09, 2023	1	1	-	8,33,580
Mr. Kishor Jivabhai Pindariya	Executive Director	February 02, 2024	2	-	-	4,21,000
Ms. Pindariya Kashmira	Non-Executive Director	December 04, 2023	-	1	1	4,21,000
Mr. Prakash Kantilal Vora	Non-Executive Independent Director	January 03, 2024	-	1	-	-
Mr. Hariharan Venkiteshwaran Prasad	Non-Executive Independent Director	January 03, 2024	1	2	1	-

1 excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs

2 Committee includes Audit Committee, and Shareholders Grievances & Relationship Committee across all

Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

BOARD MEETINGS:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 14 (Fourteen) times are as on, April 22, 2023, June

21, 2023, June 27, 2023 September 30, 2023, November 16, 2023, November 23, 2023, November 30, 2023, December 05, 2023, December 06, 2023, December 11, 2023, January 03, 2024, January 12, 2024, February 14, 2024, March 25, 2024. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Ramesh Jivabhai Pindariya	07322863	Chairman Cum Managing Director	14	14
Mrs. Amri Ramesh Pindariya	07322896	Whole-time director	14	14
*Mr. Kishor Jivabhai Pindariya	08331120	Executive Director and CFO	11	11
Ms. Pindariya Kashmira	10342545	Non -executive Director	10	10
Mr. Prakash Kantilal Vora	07669472	Non -executive Independent Director	4	4
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non -executive Independent Director	4	4

* Mr. Kishor Jivabhai Pindariya was first appointed as a Non-Executive Director on November 16, 2023. He resigned from this position effective January 1, 2024. Subsequently, he was appointed as an Executive Director on January 12, 2024.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Type of General Meeting	Date of General Meeting
1. Extra Ordinary General Meeting	01-07-2023
2. Extra Ordinary General Meeting	04-12-2023
3. Extra Ordinary General Meeting	09-12-2023
4. Extra Ordinary General Meeting	05-01-2024
5. Extra Ordinary General Meeting	02-02-2024
6. Annual General Meeting	30-09-2023

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2024 the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 25, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE:

During the year under review, following changes took place in the constitution of the Board of Directors of the Company.

CHANGE IN BOARD COMPOSITION

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below:

a) Appointment: I. In the Board Meeting held on November 16, 2023:

Ms. Pindariya Kashmira (DIN: 10342545) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. November 16, 2023.

Mr. Kishor Jivabhai Pindariya (DIN: 08331120) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. November 16, 2023.

To appoint and change the designation of Mr. Ramesh Jivabhai Pindariya (DIN: 07322863) as chairman cum managing Director of the company for a period of 3 years w.e.f. November 16, 2023.

To appoint and change the designation of Mrs. Amri Ramesh Pindariya (DIN: 07322896) as Executive and Whole time director of the company for a period of 3 years w.e.f. November 16, 2023.

II. In the Board Meeting held on January 03, 2024:

Mr. Prakash Kantilal Vora (DIN: 07669472) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. January 03, 2024 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

Mr. Hariharan Venkiteshwaran Prasad (DIN:10423461) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. January 03, 2024 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

Mr. Kishor Jivabhai Pindariya was appointed as Chief Financial Officer (CFO) of the company designated as Key managerial personnel of the company w.e.f. January 03, 2024.

III. In the Board Meeting held on January 12, 2024:

Mr. Kishor Jivabhai Pindariya (DIN: 08331120) was appointed as an Additional Executive Director on the Board of the company w.e.f. January 12, 2024. b) Resignation:

Mr. Kishor Jivabhai Pindariya (DIN: 08331120), Non-Executive Director, has tender his resignation from the post of Non-Executive Director of the Company w.e.f. January 01, 2024. The resignation was on account of personal reason and other personal commitments and there are no other material reasons other than the one mentioned herewith.

c) Regularization:

In the Extraordinary General Meeting of the Members held on December 04, 2023, Ms. Pindariya Kashmira (DIN: 10342545) who was appointed as Additional Non-Executive Director of the company on November 16, 2023 up to the date of the conclusion of the ensuing General Meeting has been regularized and appointed as Non-Executive Director of the company w.e.f December 4, 2023 liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on December 04, 2023, Mr. Kishor Jivabhai Pindariya (DIN: 08331120) who was appointed as Additional Non-Executive Director of the company on November 16, 2023 upto the date of the conclusion of the ensuing General Meeting has been regularized and appointed as Non-Executive Director of the company w.e.f December 4, 2023 liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 05, 2024, Mr. Prakash Kantilal Vora (DIN: 07669472) who was appointed as Additional Non executive Independent Director of the company on January 03, 2024 has been regularized and appointed as Non-executive Independent Director of the company for a term of Five Years w.e.f January 03, 2024 not liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 05, 2024, Mr. Hariharan Venkiteshwaran Prasad (DIN: 10423461) who was appointed as Additional Non executive Independent Director of the company on January 03, 2024 has been regularized and appointed as Non-executive Independent Director of the company for a term of Five Years w.e.f January 03, 2024 not liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on February 02, 2024, Mr. Kishor Jivabhai Pindariya (DIN: 08331120) who was appointed as Additional Executive Director of the company on January 12, 2024 up to the date of the conclusion of the ensuing General Meeting has been regularized and appointed as Executive Director of the company w.e.f February 02, 2024 liable to retire by rotation.

d) Change in designation:

In the Extraordinary General Meeting of the Members held on December 09, 2023, the designation of Mr. Ramesh Jivabhai Pindariya (DIN: 07322863) Executive Director of the company whose appointment has been recommended by the Board of directors of the company as chairman cum Managing Director in the meeting held on November 16, 2023 has been changed and appointed as

Chairman cum Managing Director of the company for a period of three years w.e.f December 09, 2023 liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on December 09, 2023, the designation of Mrs. Amri Ramesh Pindariya (DIN: 07322896) Non - Executive Director of the company whose appointment has been recommended by the Board of directors of the company as an Executive and Whole time Director of the company in the meeting held on November 16, 2023 has been changed and appointed as Executive and Whole Time Director of the company for a period of three years w.e.f December 09, 2023 liable to retire by rotation.

e) Retirement by rotation and subsequent re-appointment:

i. Mr. Ramesh Jivabhai Pindariya (DIN: 07322863), Chairman cum Managing 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 reappointment.

Appropriate business for his re-appointment is being placed for the 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.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 9^th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24, the Company designated the following individuals as Key Managerial Personnel as per Section 203 of the Companies Act, 2013:

Mr. Ramesh Jivabhai Pindariya - Chairman cum Managing Director Mrs. Amri Ramesh Pindariya - Whole Time Director Mr. Kishor Jivabhai Pindariya - Chief Financial officer Mrs. Rishibha Kasat - Company Secretary and Compliance officer

During the year under review following changes took place in the constitution of Key Managerial Personnel:

Mr. Ramesh Jivabhai Pindariya (DIN: 07322863) Executive Director of the company was designated as chairman cum Managing Director of the company w.e.f December 09, 2023. Mrs. Amri Ramesh Pindariya (DIN: 07322896) Non - Executive Director of the company was designated as Whole time Director of the company w.e.f December 09, 2023. Mr. Kishor Jivabhai Pindariya was appointed as Chief Financial Officer (CFO) of the company w.e.f from January 03, 2024. Mrs. Rishibha Kasat (M. No.: A58580) was appointed as Company Secretary & Compliance Officer of the company w.e.f. February 14, 2024.

CHANGE IN REGISTERED OFFICE:

During the year, there was no change in Registered Office of the Company. The registered office of the company is situated Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar, Gujarat, India, 361006.

PERFORMANCE EVALUATION:

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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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 addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of Annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) The Directors had 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) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Audit Committee.

The constitution of the Audit Committee is as follows:

Name	DIN	Nature of Directorship	Designation
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Chairperson
Mr. Prakash Kantilal Vora	07669472	Non-Executive Independent Director	Member
Mr. Ramesh Jivabhai Pindariya	07322863	Chairman cum Managing Director	Member

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee had met 1 (One) time i.e. on February 10, 2024.

The Attendance of members of the Audit Committee is as given below:

			Number of meetings during the financial year 2023-24
Name	Category	Designation	Eligible to attend	Attended
Mr. Hariharan Venkiteshwaran Prasad	Non-Executive Independent Director	Chairperson	1	1
Mr. Prakash Kantilal Vora	Non-Executive Independent Director	Member	1	1
Mr. Ramesh Jivabhai Pindariya	Chairman cum Managing Director	Member	1	1

B. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The constitution of the Stakeholders Relationship Committee is as follows:

Name	DIN	Nature of Directorship	Designation
Ms. Pindariya Kashmira	10342545	Non-Executive Director	Chairperson
Mrs. Amri Ramesh Pindariya	07322896	Whole-time Director	Member
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Member

During the year under review, Stakeholders Relationship Committee had met (1) time i.e. on February 15, 2024

The Attendance of members of Stakeholders Relationship Committee is as given below:

			Number of meetings during the financial year 2023-24
Name	Category	Designation	Eligible to attend	Attended
Ms. Pindariya Kashmira	Non-Executive Director	Chairperson	1	1
Mrs. Amri Ramesh Pindariya	Whole-time Director	Member	1	1
Mr. Hariharan Venkiteshwaran Prasad	Non-Executive Independent Director	Member	1	1

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

C. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Nomination and Remuneration Committee,

The constitution of the Nomination and Remuneration Committee is as follows:

Name	DIN	Category	Designation
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Chairperson
Mr. Prakash Kantilal Vora	07669472	Non-Executive Independent Director	Member
Ms. Pindariya Kashmira	10342545	Non-Executive Director	Member

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee meetings had met 1 (One) time i.e. on February 15, 2024.

The attendance of members of the Nomination and Remuneration Committee is as given below:

			Number of meetings during the financial year 2023-24
Name	Category	Designation	Eligible to attend	Attended
Mr. Hariharan Venkiteshwaran Prasad	Non-Executive Independent Director	Chairperson	1	1
Mr. Prakash Kantilal Vora	Non-Executive Independent Director	Member	1	1
Ms. Pindariya Kashmira	Non-Executive Director	Member	1	1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits,

Perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://winsol.info/policies-disclosures/

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://winsol.info/policies-disclosures/

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://winsol.info/financials/

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://winsol.info/financials/.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2024, Your Company does not have any Subsidiary, Associate and Joint Venture Company except Repower Infrastructure Private Limited.

Name of the Company	Address of Registered Office	Nature of Business
1. Repower Infrastructure Private Limited.	Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar, Gujarat, India, 361006.	The Company is engaged in the business to carry on, manage, supervise and control the business of transmitting, manufacturing, supplying, generating, distributing and dealing in electricity and all forms of energy and power generated by any source whether nuclear, steam, hydro or tidal, water, wind, solar, hydrocarbon fuel or any other form, kind or description, construction of foundation for Multi MW class turbines and turnkey contract from ground civil work to feed power and Installation of MW wind turbines with tools & tackles and other required resources along with construction of road, culvert & crane pad for MW class wind turbines and development of warehouses and material storage Infrastructure for solar and wind Power.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure C.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2024.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://docs.google.com/document/d/1yY_r3FGP05ICQGdR5dGJtpCwbi0Wv1y-/edit.

MATERIAL CHANGES AND COMMITMENT:

During the reporting year, on February 10, 2024, Winsol Engineers Limited successfully has acquired 100% stake in Repower Infrastructure Private Limited, thereby rendering it a wholly owned subsidiary of the company.

Apart from the aforementioned transaction, there were no other material changes or commitments undertaken during the financial year.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the

Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, our company is pleased to report that there were no complaints received regarding sexual harassment, we remain committed to maintaining a safe and respectful workplace environment for all our employees, where such issues are handled swiftly and with the utmost sensitivity and diligence.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure - B.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2024, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is less than fifty lakh rupees or it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company. Therefore, company doesnt require to constitute Corporate Social Responsibility Committee.

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. In the financial year 2023-24, we were unable to fulfill the CSR obligation of Rs. 5,91,722 (Rupees Five lakhs ninety one thousand seven hundred twenty two only only), equivalent to 2% of the average net profit over the last three financial years. Further, During the financial year 2023-24 the Company spend total Rs. 9,30,000 (Rupees Nine Lakhs Thirty Thousand Only), towards various organizations which are unregistered for undertaking CSR Activities.

In accordance with the requirements under the second proviso to sub-section (5) of Section 135 of the Companies Act, 2013, the unspent amount towards the CSR obligation is required to be transferred to a Fund specified in Schedule VII of the Act within a period of six months from the end of the financial year.

Therefore, the Company will allocate this unutilized amount of Rs. 5,91,722 (Rupees Five lakhs ninety one thousand seven hundred twenty two only only) to a Fund outlined in Schedule VII, within six months after the end of the financial year, specifically by September 30, 2024.

The Company has not transferred the unspent CSR amount to any of the specified Funds in Schedule VII of the Companies Act, 2013, as of the date of this report. However, it is important to note that the permissible period of six months for such transfer, as stipulated under the aforementioned provisions, has not yet expired as of the date of this report.

The Board of Directors assures that necessary steps are being taken to ensure compliance with the CSR provisions within the stipulated timeline.

The Companys CSR Policy Statement and Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure-D of this report. CSR Policy is available on the

Companys Website.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-E.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on November 30, 2021 to hold office till conclusion of the 11^th Annual General Meeting of the Company to be held in the calendar year 2026.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013 read with the Companies (Accounts) Rules, 2014, company does not fall under criteria as specified under Section 138 of Companies Act 2013 read with the Companies (Accounts) Rules, 2014 as Internal Audit is not applicable for the F.Y. 2023-24, and accordingly Company has not appointed Internal Auditor for F.Y. 2023-24.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, company does not fall under criteria as specified under Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit is not applicable for the F.Y. 2023-24, and accordingly Company has not appointed Secretarial Auditor for F.Y. 2023-24.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

WEBSITE:

Your Company has its fully functional website https://winsol.info/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further 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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial Statement; (iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:	For and on behalf of Board of Directors
Shop No. 301, Madhav Commercial Complex,	Winsol Engineers Limited
Near Crystal Mall, Khodiyar Colony,	CIN: U40100GJ2015PLC085516
Jamnagar, Gujarat, India, 361006.
	Ramesh Jivabhai Pindariya	Amri Ramesh Pindariya
Place: Jamnagar	Chairman Cum Managing Director	Whole Time Director
Date: September 02, 2024	DIN: 07322863	DIN: 07322896