Director's Report

To

The Members of

AGNI GREEN POWER LIMITED

Your Directors have immense pleasure in presenting the 28^th Annual Report on the business and operations of your Company together with the Audited Standalone financial statement and the Auditors' Report for the financial year ended 31^st March, 2023.

Figures in Lakhs

PERFORMANCE REVIEW:

The Company is engaged in the business of manufacture, sale and installation of solar photovoltaic power plants, solar lamps, solar power conditioning units and other solar products like charge controller, solar pump controller, solar adaptors, solar generators, junction boxes etc.

The turnover of the Company for the year under review was Rs. 2201.93 Lakh compared to Rs. 1539.67 Lakh in the previous year. During the year under report the Turnover has increased nearly by 43%, however, net profit has decreased by approx. 544% majorly due to IPO expenditure and compared to the previous year.

Company's core strength lies in acquiring and delivering technology in the niche business segments, gained though intensive interaction with clients and R&D on new technologies. Emphasis are being given on understanding customers' pain points and offering innovative solutions. This would entail long term business relationship with the customers at all levels, specially Government Contracts. The company thrives on providing development support on leading edge technologies for solar power / green power industry. The technologies that are being used are indigenously developed and rigorously tested to be proven as useful before being offered to the customers so as to ensure highest degree of customer satisfaction. A low- cost high quality delivery center helps the company to retain the competitive advantage and that has been the main strategy of the company while serving clients across the country.

STATE OF COMPANY'S AFFAIRS:

Our Company is primarily an EPC company with a dedicated bunch of highly skilled and experienced engineers and technicians having deep commitment to maintain high quality of work and maintenance. We have a strong Design Engineering Team which is geared up for taking up all sorts of challenging designs for solar and hybrid power plants. Also the Company has a dedicated R&D facility to research and develop new indigenous products. This enables the Company to customize its products as per customer requirements. The R&D facility anticipates shifts in consumer preferences and uses emerging technologies to improve existing products. This has reduced dependency on technology outsourcing and ensures product innovation in product quality and features in environment friendly processes.

Solar Electricity generated from solar PV power plant is now more economic than coal or gas based thermal power electricity and is also pollution free. From the considerations of climate change Govt. of India and many State Govts are promoting Solar Electricity by making provisions of Net Metering from 500kWp to 1 MWp solar plants on rooftop. This has opened up a huge potential of solar industries in India. Many Municipalities and Corporations are making it mandatory for installation of Solar Power plants on its building rooftops for reducing electricity consumption from fossil fuel sources and thereby reducing carbon footprint.

Many State Governments are also giving increased importance to generate more energy from renewable energy sources to bridge the gap between energy demand and supply and also to supplement grid power. These include programmes for Solar Street Lights for Rural, Urban and Remote Areas, Solar PV Systems for Schools and Community Establishments, Solar PV Power Plants for Village Electrification, Construction of High MW Capacity Grid Connected SPV Power Plant, and Solar PV in off-grid application.

The Company is involved in design, supply, installation and commissioning of all these types of few kW to few MW level solar power plants in different parts of India. Most of them are under Govt tendering procedure but recently a number of solar power plants from private sectors and semi-Govt organizations have been successfully completed by the Company.

The present scenario of solar PV market is seeing a huge change due to aggressive policy changes of the Govt. and many companies with sound financial changes are entering into the market to tap the MW range power plants on establishing the power plants of large scale (5-500MW range) and selling the energy to the National Grid through competitive bidding process. To tap this market, the Company must have solid financial strength and it is not possible for us to arrange such funding. Moreover, many establishments are now interested to install the power plant at their own premises and want to buy power for the entire life of the plant (around 25 years) from the installer who will arrange financing of their own and will recover the finance through monthly bill payment (RESCO Model). Therefore, in both the above scenario the institutional financing is required which the company is trying to explore to tap this market.

In addition, the company is planning to strengthen its R&D activity for developing capability for designing and manufacturing Solar Hybrid Inverters up to 100 kW or more and also set a facility for assembling batter stacks of LiFePO4 battery for solar and EV applications. Company is also planning to reinforce its capability for designing and manufacturing of charge controllers for applications in Solar -EV applications.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review as the company has not made any profits.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

AMOUNT TRANSFERRED TO RESERVE

Your Company has not transferred any amount of Profits to the Reserve for the year under review. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000/-(Rupees Twenty Crores only) divided into 20,000,000 (Two crores) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid Up Capital of the Company as on March 31, 2023 was Rs. 19,53,48,000/-

a) Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financial year 2022-23 and therefore details as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the company.

b) Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2022-23 and therefore details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company.

c) Issue of employee stock

Your Company has not issued employee stock option for the financial year 2022-23 and therefore details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable on the Company.

d) Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A.

The Company as no other type of securities except equity shares forming part of paid up capital.

DEPOSITORY PARTICIPANT

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

LISTING ON STOCK EXCHANGE

Agni Green Power Limited got its shares listed on the SME Platform of NSE i.e. NSE Emerge on August 01, 2022. The listing fees have been duly paid to the exchange for the financial year 2022-23 and also for 2023-24

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSON

• During the Financial Year 2022-23, three Independent Directors were Appointed naming:

1. Prof Ajoy Kumar Ray.

2. Dr. Bibek Bandyopadhyay.

3. Mrs. Kakoli Saha.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has vigil mechanism in the form of Whistle Blower Policy for their Directors and employees to report genuine concerns or grievances to deal with instances of fraud or mismanagement.

POLICY RELATED TO APPOINTMENT OF DIRECTORS' AND OTHER RELATED MATTER

Company has a policy for the appointment of Directors' which is managed by the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 w.e.f 04/04/2022.

The Committee has specified criteria for determining qualifications, positive attributes and other matter for the specific post on which appointments are made and shall be made in future on the board of the Company.

We affirm that the remuneration paid to the Director's is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review appointments has been made for Independent Directors which is already has been disclosed in this report. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under Rule 6(3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 that they are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board the Independent Directors appointed possess relevant integrity, expertise and experience (including the proficiency).

BOARD OF DIRECTORS AND COMMITTEES FORMED THEREUNDER:

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given hereto and forming part of this Report.

1. Composition of Board, Number of Board Meetings & its policy:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023,

The Board meet 13 (Thirteen) times during the financial year under review. Pursuant to Section 173 (1) read with Regulation 17 (2) of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements, Regulation, 2015 as amended from time to time, laid down that board shall meet at least 4 times a year, with a maximum time of gap of one hundred and twenty days between 2 meeting.,

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the law

Attendance details of Directors for the year ended March 31, 2023 are given below:

COMMITTEE FORMED

During the year under review following committees.

a) Audit Committee

b) Stakeholders Relationships Committee

c) Nomination and Remuneration Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are as under:

1. AUDIT COMMITTEE

The Company has constituted The Audit Committee and the constitution of Audit Committee is as per requirement of section 177 of the Companies Act, 2013 and the Committee act in accordance with the terms of reference as specified in section 177 of the Companies Act, 2013 and any other regulatory provisions.

The Audit Committee comprises of three Non-Executive Independent Directors viz. Prof. Ajoy Kumar Ray (Chairman) Dr. Bibek Bandyopadhyay (Member) Mrs. Kakoli Saha (Member) and two executive directors Dr.Kanak Mukhopadhyay (Member) Mr. Aban Saha (Member)

During the year 05 (Five) meetings of committee were held , the dates of which are April 10, 2022, August 01,2022, September 05, 2022, December 05, 2022 and March 09, 2023.

Power of Audit Committee: -

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Roles and Responsibility of Audit Committee

The roles and responsibilities of the Committee include:

• oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

o changes, if any, in accounting policies and practices and reasons for the same;

o major accounting entries involving estimates based on the exercise of judgment by management;

o significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

• reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of the company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the listed entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

• monitoring the end use of funds raised through public offers and related matters.

• carrying out any other function as is mentioned in the terms of reference of the audit committee. Further, the Audit Committee shall mandatorily review the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• statement of deviations:

(a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1);

(b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted The Nomination and Remuneration committee and the constitution of Nomination and Remuneration committee is as per requirement of Section 178 of the Companies Act, 2013, read with the Companies (Meetings and Power of Boards) Rules,2014 (including any enactments or amendments, if any) and any other regulatory provisions.

Composition

The Nomination and Remuneration Committee of Board was constituted pursuant to the Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of three Non-Executive Directors Mrs. Kakoli Saha (Chairman), Dr. Bibek Bandyopadhyay (Member), Prof. Ajoy Kumar Ray (Member) and One Executive Director who is also the Chairman of the company Mr Hiranmay Saha (Member).

During the year 02 (Two) meetings of committee were held during the year ended March 31, 2023, the dates which are September 05, 2022 and February 14, 2023.

Scope of Nomination and Remuneration Committee:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

• To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• To recommend to the Board all remuneration, in whatever form, payable to senior management.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted The Stakeholders Relationship Committee and the constitution of Stakeholders Relationship Committee is as per requirement of section 178 of the Companies Act, 2013 and the Committee act in accordance with the terms of reference as specified in section 178 of the Companies Act, 2013 and any other regulatory provisions.

Composition

The Stakeholders Relationship Committee comprises of two Non-Executive Independent Directors Dr. Bibek Bandyopadhyay (Chairman) Mrs. Kakoli Saha (Member), and three executive Directors Dr.Kanak Mukhopadhyay (Member),Mr Arup Kumar Mahanta (Member) and Mr.Aban Saha (Member).

During the year 01 (One) meetings of committee were held during the year ended 31st March, 2022, the dates which are February 14, 2023.

Scope of Stakeholders Relationship Committee

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

• Review of measures taken for effective exercise of voting rights by shareholders;

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

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

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company will be available on the website of the Company at link https://agnipower.com.

BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, and its Individual Directors. Based on the same, the Board carried out annual evaluation of its own performance, performance of its Individual Directors. The performance of the Board was evaluated by the Board on the basis of criteria such as Board composition and structure, effectiveness of Board processes, information flow to Board, functioning of the Board, etc. The Board evaluated the performance of individual Director on the basis of criteria such as attendance and contribution of Director at Board Meetings, adherence to ethical standards and code of conduct of the Company, inter-personal relations with other Directors, meaningful and constructive contribution and inputs in the Board meetings, etc.

For the above evaluation, the Board members completed questionnaires providing feedback on different parameters as already stated above including on performance of Board engagement levels, independence of judgment and other criteria. This is followed with review and discussions at the level of Board. The results of evaluation showed high level of commitment and engagement of the Board and its working Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated.

Further Pursuant to paragraph VII of Pursuant of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing Obligations and Disclosure requirements,2015, the Board's policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues. The Meeting of Independent Directors was held on 14.02.2023 and all the Independent Directors were present at the Meeting.

AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/S Bijan Ghosh & Associates, Chartered Accountants, Firm Registration No. 323214E were appointed as Statutory Auditor of the Company in the 27^th Annual General Meeting for a term of 5 years commencing from conclusion of the 27^th Annual General Meeting upto the 32^nd Annual General Meeting of the Company.

In this regard, the Company has received a letter from the Auditors conforming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the said Act.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, have been appointed Secretarial Auditors of the Company. The Board of Directors of your company had already appointed M/s R Choudhary & Company, Practicing Company Secretaries, Kolkata, a peer reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2023, as required under Section 204 of the Act.

The Secretarial Auditors' Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure IV to the Board's report, which forms part of this Integrated Annual Report.

ADHERENCE TO SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 have been adhered to by the Company, to the extent it was practically possible.

HUMAN RESOURCES:

Employees of the company are its most precious assets. The company promotes and practices progressive HR policies to encourage, motivate and attract as well as retain quality professionals. The attrition level of your company has been very insignificant. During these turbulent times, the entire non-conventional energy industry had been facing challenge in hiring / retaining quality professionals. The company has taken various initiatives to overcome these challenges to hire / retain quality professionals. The Company continues to maintain excellent and cordial Industrial and Personnel Relations and concerted efforts were put in to maintain harmony and peace. The Directors express their appreciation for the dedication, commitment and sincere services rendered by the employees at all levels throughout the year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company has no Holding, Subsidiary, Joint Venture or Associate Company anywhere as at the end of financial year.

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

The Company is engaged in the business of manufacture of solar photo voltaic power plants, lamps and equipment's for transformation of solar energy into electric or power. The manufacturing process does not involve huge consumption of electricity, coal etc. Still the Company continues to focus on energy conservation in all spheres of its activities. The output of individual machinery and fuel/power consumption is closely monitored to achieve optimum utilization. The manufacturing process is totally pollution free and uses indigenous technologies.

The Company has been carrying on in-house research & development activities in the area of development and improvement of existing products, innovate variations in product offerings, cost optimization, quality improvement etc. No substantial cost was, however, incurred by the Company on Research & Development activities.

Hence there is nothing to report pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy and technology absorption. There was no earning or expenditure in foreign exchange.

RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is the process of identifying, quantifying and managing the risks that an organization faces.

Key business risks and the related key performance indicators, along with the mitigating action plans are reviewed on need based periodicity to assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Company fulfills its legal requirements as per the Rules/Acts laid down in the statute and improving work place safety continues to be the top priority. As of now the Directors do not envisage any element of risk which may threaten the existence of the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

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

(c) the directors had 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 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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions, entered into during the financial year were on arm's length basis in the ordinary course of business and the same has been disclosed in Notes to Accounts.

None of the related party transactions were considered material contracts or arrangements since the materiality threshold as fixed by the Board of Directors, of annual turnover as per last Audited Stand-alone Financial Statement of the Company, were not exceeded with any individual case throughout the financial year.

Accordingly, there is nothing to report pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was drawing remuneration in excess of the limits laid down in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence there is nothing to report on this matter.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Directors state that the Company has constituted the Internal Complaints Committee in accordance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Order constituting such Committee and the penal consequences of sexual harassment has been conspicuously displayed at all the workplaces of the Company. During the year under review, no cases have been filed before the said Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of section 135 of the companies Act, 2013 read with the relevant rules and guidelines are not so far applicable to the company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan or guarantee and made Investments covered under provision of Section 186 of the Companies Act, 2013.

Deposits

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 ofthe Companies Act, 2013 read-with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Further, the Company has not accepted any deposit in earlier years, as such question of unpaid or unclaimed deposit and default in repayment thereof, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS/COURT/TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under review the Company has not made any applications and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

The requirement of disclosure of details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable during the period under review.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not so made and maintained.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships The Indian renewable energy sector is the fourth most attractive renewable energy market in the world. India was ranked fourth in wind power, fifth in solar power and fourth in renewable power installed capacity, as of 2020.

Installed renewable power generation capacity has gained pace over the past few years, posting a CAGR of 17.33% between FY16-20. With the increased support of Government and improved economics, the sector has become attractive from an investors perspective. As India looks to meet its energy demand on its own, which is expected to reach 15,820 TWh by 2040, renewable energy is set to play an important role. The government plans to establish renewable energy capacity of 523 GW (including 73 GW from Hydro) by 2030. It has been estimated that renewable energy will comprise 49% of India's total power generation by 2040.Over the last few years there has been an increase in percentage contribution of renewable energy to total installed capacity In 2013-2014 the contribution was 12.92% which was increased to 38.56% as of January 2022.

BUSINESS OVERVIEW

AGNI is in the business of execution of turn-key Solar PV Power Plant projects, including Design, Engineering, Supply, Installation & Commissioning (I&C) and Maintenance, for both Stand-alone and Grid Connected PV Systems from the conceptualization to completion stages.

Your Company was incorporated as "Agni Power And Electronics Private Limited" on August 25, 1995 under the provisions of Companies Act, 1956 with Registrar of Companies, Kolkata, West Bengal. The name of your company was changed to "Agni Green Power Private limited" vide a fresh certificate of Incorporation dated March 04, 2022. Subsequently, your company was converted into a Public Limited Company and name of your company was changed to "Agni Green Power Limited" vide fresh certificate of incorporation dated April 01, 2022.

We are an integrated solar energy solutions provider offering engineering, procurement and construction ("EPC") services, and operations and maintenance ("O&M") services to our customers. We also manufacture Solar Power Conditioning Unit, Solar Inverter (Hybrid & Grid Connected), Solar Maximum Power Point Tracking (MPPT) Charger, Remote Monitoring and Diagnostic System, Solar Photovoltaic Junction Box, Control Panel, Digital DC Energy Meter, Solar Adapter and Solar Pump Controller etc.

We have also expanded our footprints through four branch offices in Chhattisgarh, Assam, Mizoram and Tripura. Our key customers mainly include reputed Government organizations.

We provide high quality professional solutions, design and engineering services to our customers. Our highly skilled professionals and dedicated team are ever ready to deliver their efficient services. Agni provides technical expertise in the most efficient and cost-effective way, helping to ensure the highest degree of reliability and availability of the project. Having achieved certain degree of expertise after successfully executing various projects, we have an extremely experienced and diverse set of professionally trained and qualified engineers having versed ability in tackling and providing solutions to our customers and capability to handle all requirements and installations even at the highest scale and magnitude.

AGNI's Leadership team consists of our promoters who have several decades of experience in the field of solar energy. This has made AGNI a highly acclaimed and trusted enterprise with a focus on innovation and sustained growth. We are having a professional managed team to execute our projects having vast techno-commercial knowledge and experience in the field of EPC.

OUR STRENGTHS

• Experience of execution of Solar Photovoltaic Power Plants.

• Working experience in hilly regions of North-East India, Chhattisgarh, West Bengal etc.

• In-house design set-up.

• In-depth knowledge of Safety and Environment.

• Highly qualified and skilled team.

• Working experience in harsh climate condition including coastal areas.

• Excellent quality team members, having strong hold on ISO and other Standards.

As suppliers of solar installations and ecological energy technology products, we deliver integrated sustainable SPV solutions for private and commercial use, as well as the public sector. That's what our 75 employees are committed to. Our product and services portfolio ranges from home/ street lighting systems to megawatt level power plants.

Our SPV products and power solutions are engineered for reliability and performance. Our workforce comprises of skilled technicians and specialized installers. We do not compromise on quality, performance and longevity of the systems we deliver.

We design them by combining components from leading producers with those we have developed and produced ourselves, in our modernized and fully equipped factory. Precise planning, meticulous selection of premium components and on-time delivery/ completion of projects — is our mantra.

AGNI has a dedicated R&D facility to research and develop new indigenous products. This enables us to customize our products as per customer requirements. Also, our R&D facility has helped us to avoid dependency on technology outsourcing and hence have full control on product quality and features.

FACTORS AFFECTING OUR RESULTS OF OPERATION

• Insufficient market reach.

• Heavy dependence on suppliers.

• High working capital requirement.

• Limited pricing power due to fragmentation in the industry.

• Growing Competition.

• Our ability to identify suitable projects and execute them in timely and cost effective manner. OPPORTUNITIES

• Potential to provide other value based services.

• Expanding new geographical area.

• Opportunities in Indian Market.

• Government thrust for infrastructure development will boost in rise in demand.

THREATS & CHALLENGES

• Increased Competition from Big Players.

• Change in Government Policies.

• Rising labour wages.

• Margins may be constrained in the future.

• There are no entry barriers in our industry which puts us to the threat of competition from new entrants.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Your Company's total Profit after tax for the financial year 2021-22 is Rs. 21.90 lakhs as compared to profit after tax for the previous financial year being Rs. 10.56 lakhs.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As required under Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 the Company has in place proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The internal financial control systems of the Company are monitored and evaluated by the Directors with senior management on need based periodicity, deviations are identified and corrective actions are taken, wherever necessary. Present internal financial control measures are tested over time and no reportable material weakness in the design or operation was observed.

Ratio Analysis:

RISKS AND CONCERNS

Every business has both Risk and Return and they are inseparable. As a responsible management, the Company's principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

CAPITAL STRUCTURE:

The Paid-up Share Capital of the Company as on 31st March, 2023 is Rs. 1,953,480,00 divided into 1,95,34,800 Equity Shares of Rs. 10/- each fully paid up.

During the year the Company has not transfer any amount to Capital Reserve.

Fixed Assets:

During the financial year 2022-23, no new assets are acquired or built by the company except a Hyundai Venue Car which costs around 10.52 lakhs in exchange of old Toyota Etios car of the company.

Trade Receivables (Sundry Debtors):

Sundry debtors increased to Rs. 1,678.94 lakhs as on 31st March, 2023 as against Rs. 1,511.79 lakhs debtors in the previous financial year.

Cash and Cash Equivalents:

Cash and Cash Equivalents stood to Rs. 268.40 lakhs as against Rs. 274.51 lakhs in the previous year.

Loans and Advances:

Long Term Loans and Advances is 979.71 lakhs in Current Financial Year compared to 999.05 in previous year. Short Term Loans and Advances is Rs. 389.86 lakhs as against Rs. 441.85 lakhs in the previous financial year.

Non-Current Liabilities: Long term borrowings as on 31.03.2023 is Rs.224.68 lakh as against Rs.242.50 lakh in the previous year

Current Liabilities:

Short term borrowings as on 31st March, 2023 is Rs. 742.86 lakhs as against Rs. 977.01 lakhs in the previous Financial Year.

Trade Payables (Sundry Creditors)

Total outstanding dues to Creditors other than micro enterprises and small enterprises as on 31.03.2023 is Rs.356.30 lakh against Rs.288.18 lakh in the previous year.

Turnover:

During the financial year 2022-23 the turnover of the Company was Rs. 2,201.93 lakhs and income from other sources as on 31st March, 2023 was 56.41 lakhs, as compared to the turnover of the company on 31st March, 2022 as 1,539.68 lakhs and income from other sources was Rs. 103.13 lakhs in the previous financial year.

The turnover of the Company for the year under review was Rs. 2,201.93 Lakh compared to Rs. 1,539.68 Lakh in the previous year. During the year under report the Turnover has increased by nearly 43%, however, net profit has decreased by approx. 544.93%

Depreciation:

The Company has provided for depreciation of Rs. 21.66 lakhs during the financial year 2022-23 whereas depreciation of Rs. 25.85 lakhs was provided in the previous financial year.

Tax Expenses:

The Company's tax expenses is NIL plus Deferred Tax Rs.(0.47) lakhs in the financial year 2022-23 whereas in the previous financial year tax expenses was Rs.5.60 lakhs and Deferred Tax Credit was Rs.2.09 lakh.

Net Profit/Loss:

The Net Loss of the Company after tax is Rs. 141.24 lakhs for the Financial Year 2022-23 as compared to profit of Rs. 21.90 lakhs in the previous financial year.

Earnings per Share:

The Earnings per Share of the Company as on 31st March, 2023 is Rs. (0.88) per share for Face Value of Rs. 10/- as against Rs. 0.26 per share for Face Value of Rs. 10/- in the previous financial year.

ACKNOWLEDGEMENT

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

AGNI GREEN POWER LIMITED