Director Report

Our Valued Shareholders,

Your Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

# Net Profit after tax is post adjustment of loss on discontinued operations (due to technology obsolescence) as per Note No.40 and No. 45 of the financial statements. Please refer to the explanation given under the heading "ALTERNATE TO OWN MANUFACTURING" [SWELECT HHV Solar Photovoltaics Private Limited (SHPV)].

STATE OF THE COMPANY?€™S AFFAIRS MAJOR LINE OF BUSINESS

I – Manufacturing: Solar PV Modules, Solar Inverters, String Combiners and Mounting structures II – Solar Power Systems Integration – Roof top & Ground Mounted Turnkey EPC contracts

III – Green Energy Generation - Independent Power Producer (IPP), Renewable Energy Service Company (RESCO) IV – Solar water pumping V – Servo stabilizers

VI – Solar Energy Storage Solutions (new vertical)

SWELECT continues to be a world class Solar Photovoltaic (PV) Solution provider with the reputation of having given the highest quality of products and services.

GENERAL REVIEW OF THE BUSINESS OF THE COMPANY

During the year, the Company registered a turnover (Standalone) of Rs. 24,983.57 Lakhs* against the previous year turnover of

Rs. 28,572.86 Lakhs. The Company recorded a Net Profit ofRs. 934.42 Lakhs against the previous year Net Profit ofRs. 3,379.07 Lakhs. * The turnover for the FY has a drop due to the upgradation requirement for the Solar PV Modules manufacturing plant as part of the Technology upgradation and adapting to the new Solar Cell types in the global market. The Board at its meeting held on 28.06.2022 had decided to permanently close the operations of Solar module manufacturing plant located at Dabaspet, Bengaluru and obtained the shareholders?€™ approval at the Annual General Meeting held on 28.07.2022 for closure of the above said plant. Subsequently the operation of the plant was permanently stopped and the necessary intimations were made to the concerned Authorities including Stock Exchanges.

ALTERNATE TO OWN MANUFACTURING

SWELECT HHV Solar Photovoltaics Private Limited (SHPV) was incorporated on 3.5.2021 as a Wholly Owned Subsidiary of SWELECT Energy Systems Limited for manufacturing the upgraded Solar PV modules by using the Latest Technology Solar Cells that are capable of delivering High Efficiency in the real use applications.

The construction of fully Automated State-of-the-Art with new 500 MW production capacity of Solar PV Module Manufacturing plant has been completed successfully. The trial production started during February 2023 and the Automation process is progressing well for continuous operation. This plant will be catering to major utility scale developers, the Commercial & Industrial segment, as well as the Export markets.

Considering the International Brand positioning requirement for SWELECT, it was decided by the Company, at its Board meeting held on 11.11.2022, to enable SWELECT Energy Systems Pte. Limited, Singapore to become the Holding Company of SWELECT HHV Solar Photovoltaics Private Limited. Accordingly, the Share Purchase Agreement (SPA) was executed on 23.11.2022 between the Company and SWELECT Energy Systems Pte. Limited, Singapore and completed the share transfer process. As a result, the status of SWELECT HHV Solar Photovoltaics Private Limited was changed from Wholly Owned Subsidiary to step down subsidiary of SWELECT Energy Systems Limited with effect from 26 ^th December 2022.

DIVIDEND

The Board of Directors have recommended a final Dividend of Rs. 1.20 (One Rupee and Twenty Paise Only) per equity share [@ 12% on the Equity Share Capital of Rs. 15,15,87,600/- (Rupees Fifteen Crore Fifteen Lakhs Eighty Seven Thousand Six Hundred Only)], for the year ended 31^st March 2023, subject to approval of the shareholders at the ensuing Annual General

Meeting of the Company. The outflow for the Company would beRs.181.91 Lakhs towards final dividend

As per the Finance Act, the dividend amount is taxable in the hands of shareholders, if it exceeds Rs.5,000/- (Rupees Five Thousand

Only) in a financial year and accordingly the payment of dividend is subject to the deduction of income tax as applicable.

SHARE CAPITAL

During the year under review, there was no change in issued, subscribed and paid-up equity share capital of the Company. On March 31, 2023, it stood at Rs.15,15,87,600/- divided into 1,51,58,760 Equity Shares of Rs.10/- each.

TRANSFER TO GENERAL RESERVE

During the year, your Company has not proposed to transfer any amount to general reserve.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has Six Wholly Owned Subsidiaries (Out of which Two are incorporated outside India), Four subsidiaries and Three step down subsidiaries as on the date of this report. The Board of Directors at their meeting held on 29^th May 2023, have approved the consolidated financial statements of subsidiary companies. In pursuant to the provisions of section 129(3) of the

Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, (as amended) a statement containing salient features of the financial statements of the Company?€™s subsidiaries, in Form AOC-1 is attached to the financial statements of the

Company. The Company does not have any Associates or Joint Ventures as on the date of this report.

NEWLY INCORPORATED SUBSIDIARIES SWELECT RE POWER PRIVATE LIMITED

The Company was incorporated on 22.4.2022 for the purpose of executing Solar Power Projects under Group Captive Model. Under this entity a 4 MW Solar Power Project was commissioned at Manparai Village, Musiri Taluk, Trichy District - 621006 to enable Intra State Open Access option of supplying contracted quantity of electricity to third party customers. This first project (4 MW capacity) was commissioned on 28.12.2022.

SWELECT TAIYO ENERGY PRIVATE LIMITED

The Company was incorporated on 31.10.2022 for the purpose of executing Solar Power Project under Group Captive Model. Under this entity a 7 MW Solar Power Project was commissioned at Singalandhapuram Village and Vadakkuveli Village,

Thuraiyur Taluk, Trichy District, Tamil Nadu to enable Intra State Open Access option of supplying contracted quantity of electricity to third party customers. This first project (7 MW capacity) was commissioned on 21.4.2023.

AMALGAMATION OF SUBSIDIARY COMPANIES

On 12.08.2022, the Board of Directors of SWELECT Energy Systems Limited (Holding Company), had approved the scheme of Amalgamation of SWELECT Solar Energy Private Limited (Wholly Owned Subsidiary) and K J Solar Systems Private Limited

(Stepdown Wholly Owned Subsidiary) with the Holding Company.

Subsequently, the combined petition for the above Amalgamation along with the scheme was filed with the National Company Law Tribunal (NCLT), Chennai Bench. The proceedings of the Amalgamation is under process with the NCLT.

DEPOSITS

The Company did not receive any deposits from the public during the year and no amount of principal or interest was outstanding as of the Balance Sheet date.

DIRECTORS OR KEY MANAGERIAL PERSONNEL

Mr. A. Balan (DIN: 00017091) Joint Managing Director and Ms. V. C. Mirunalini (DIN: 07860175) Whole Time Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers themselves for re-appointment.

At the Annual General Meeting held on 28.07.2022, Mr. K. V. Nachiappan (DIN: 00017182) and Ms. V. C. Mirunalini (DIN: 07860175) were reappointed as Whole Time Directors of the Company for a period of five years with effect from

20.04.2023 and 28.06.2022 respectively.

Dr. M. Ravi (DIN:08066520), was appointed as an Independent Director of the Company for a period of five consecutive years with effect from 11.2.2023 and such appointment was approved by the Shareholders of the Company through postal ballot on 22.03.2023.

At the Board Meeting held on 29.05.2023, Dr. S. Iniyan was recommended to re-appoint as an Independent Director of the Company for a second term of five consecutive years with effect from 1.4.2024 subject to approval of the shareholders at the ensuing Annual General Meeting.

Mr.S. Annadurai, Independent Director will attain the age of seventy five years on 31.07.2024. The Nomination and

Remuneration Committee and the Board at their meeting held on 27.5.2023 and 29.5.2023 respectively, recognised his valuable contribution to the growth of the Company and recommended to continue to hold office of Independent Director of the company till this current tenure of appointment which ends on 27.06.2027.

The Profiles of Mr. A. Balan, Ms. V. C. Mirunalini, Dr. S. Iniyan and Mr. S. Annadurai are given separately in the notice of AGM.

The Board recommends the necessary resolutions for the approval of Shareholders at the ensuing Annual General Meeting for the above appointments.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board at its meeting held on 11.2.2023 had appointed Dr. M. Ravi as an Independent Director of the Company for a period of five years with effect from 11.2.2023 after taking into consideration of the following integrity, expertise and experience which are needed for sustainable growth of the Company. Subsequently, the Company obtained the approval of Shareholders through Postal Ballot on 22.3.2023.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Dr. M. Ravi, had served in the Police Department, Government of Tamil Nadu and retired as Director General of Police / Commissioner of Police in the year 2022. During his service, Dr. M Ravi was very dedicative and his perseverance towards the betterment of society, courageous nature and honesty has made him one of the most commendable officers in the Police department.

Dr. M. Ravi possess appropriate Skills, Experience and knowledge in Law, Administration and Research which will benefit to the growth and Good Corporate Governance of the Company.

Brief Profile of Dr. M. Ravi

Pursuant to the provisions of the section 150 of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), Dr. M. Ravi had registered his details in the portal of Indian Institute of

CorporateAffairs proficiencytest within the timeline as stipulated byand hastocomplete Indian online Institute of Corporate Affairs.

NUMBER OF BOARD MEETINGS

During the Financial Year 2022-2023, Eight Board Meetings were held. The details are provided in the Corporate Governance Report that forms part of this Annual Report.

DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION

The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted the Vigil mechanism and the details are given in the Corporate Governance Report.

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

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has complied with the provisions relating to the constitution of an Internal Complaints Committee (ICC) as required under the said Act to redress the complaints received for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The members of the Committee are:

Corporate Office (Chennai):

1. Ms. Aarthi Balan 2. Ms. C. Preethy, 3. Ms. Mary Preetha and 4. Mr. R. Kalidasan

Plant (Idappadi):

1. Ms. P. Malathi 2. Ms. A. Kokilavani, 3. Mr. P. Kathirvel and 4. Ms. Preetha Balan.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-2023.

CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

All the Directors, Key Management Personnel and Senior Management Personnel are aware of the above code and an annual confirmation on the compliances of the said codes have been received by the Company from the concerned. The declaration to this effect made by the Managing Director is attached to this report. Code of conduct of Board of Directors and Senior Management

Personnel and code for Insider Trading are available in the Company?€™s website www.swelectes.com under investors?€™ page.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were reappointed as Statutory Auditors of the company at the 27^th AGM held on July 28, 2022, for a period of five years commencing from the conclusion of 27^th AGM till the conclusion of 32^nd AGM.

STATUTORY AUDITORS REPORT

The Statutory Auditors in their report for the financial year 2022-2023, have given an unmodified opinion on the financial statements of the Company and the same is being attached to this report.

SECRETARIAL AUDIT REPORT

Secretarial Audit was conducted by KRA & Associates, Practicing Company Secretaries, Chennai in pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors?€™ Report is also being attached as a part of this Report as

Annexure -1. There were no qualifications made by the Secretarial Auditor in their Report.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of the products of the Company and accordingly the Cost Accounting Records are maintained by the Company and Audited as required. Further, the Company has completed the filing of CostAuditReport,withtheMinistryofCorporateAffairs,for the financial year 2021-2022 in eXtensible Business Reporting Language (XBRL) format. M/s. Ravichandran Bhagyalakshmi & Associates, Cost Auditors of the Company will submit their report for the financial year

2022-2023 within the time limit applicable under the Companies (Cost Records and Audit) Rules, 2014.

The Board, on the recommendation of the Audit Committee, has appointed M/s. Ravichandran Bhagyalakshmi & Associates,

Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-2024. The Board also considered and approved the remuneration of Rs. 1,32,000/- as recommended by the Audit Committee. In terms of the provisions of section 148 (3) of the Companies Act, 2013 read with Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules 2014, the remuneration of the Cost Auditor has to be ratified by the members of the Company. Accordingly, the Board recommends necessary resolution at the ensuing AGM for ratification.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year, as required under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

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

The Conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of the Board?€™s report and is given in Annexure - 2.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-2023 is due to be filed

60 days from the date of AGM schedule to be held on 26.7.2023 and the same will be made available on the website of the

Company www.swelectes.com under web link https://swelectes.com/annual-return/, after the said filing is completed.

The Annual Return of the Company for the previous year is available on the Company?€™s website www.swelectes.com under web link https://swelectes.com/annual-return/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The details of development and implementation of risk management system are provided in the Corporate Governance Report which forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company undertakes "Corporate Social Responsibility" (CSR) initiatives directly / through agency to the public in improving the quality of life which includes education, environment, healthcare and women empowerment etc. During the year 2022-2023, the Company has contributed funds to the society for their betterment and the Company will undertake newer CSR initiatives in the years to come.

The Annual Report on CSR Activities in the prescribed format is given in the Annexure - 3.

Details of composition of the CSR Committee, number of meetings held during the year and other particulars are given in the Corporate Governance Report which forms a part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with Related Parties were in the ordinary course of business and at arm?€™s length basis. The disclosure required u/s 134 (3) (h) of the Companies Act, 2013 in form AOC-2 is being annexed to this Report.

The Policy on materiality of Related Party Transactions and on dealing with related party transactions approved by the Board can be accessed on the Company?€™s website www.swelectes.com under investors?€™ page. Members may refer to the notes to the financial statements which sets out related party disclosures for the current and previous. financial years

SIGNIFICANT AND MATERIAL ORDERS orders passed by the Regulators or Courts or Tribunals impacting the Duringthe yeartherewerenosignificant going concern status and company?€™s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis,

Report which forms a part of this report.

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME

The Board at its meeting held on 11.02.2023 carried out an annual evaluation of its own performance, the directors and committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings and level of participation in discussions were some of the parameters considered during the evaluation process.

Further, during the year the Independent Directors of the Company met on 10.02.2023 to review the performance of non- independent directors, Chairperson of the Board and the Board of Directors as a whole. The Independent Directors had conveyed their satisfactory opinion with regard to review and access of certain details as stated above.

The Independent Directors of the Company are being familiarized by the management and outside professional experts at frequent intervals with regard to nature of the business, business model, their roles, rights and responsibilities and other relevant information to the Company. The details of the programs attended by the Independent Directors are available on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 31^st March 2023 and the date of this report 29^th May 2023.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under Rule 3 and 4 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable, in the preparation of the financial statements.

CORPORATE GOVERNANCE CERTIFICATE

A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, is attached to this Report. of KRA & Associates, Practicing Company Secretaries, regarding A Compliance Certificate compliance of conditions of Corporate Governance as stipulated under the aforesaid regulation is also annexed to this report.

DIRECTORS?€™ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(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 of the company for that year; (c) the Directors had taken proper and sufficientcare for the 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its employees had been noticed or reported during the year.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board, based on the recommendation of the Nomination and Remuneration Committee, had formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its

Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure -4. The same is also available on the Company?€™s website under a web link : https://swelectes.com/wp-content/ uploads/2018/01/Nomination-remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the required details are given in Annexure - 5.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year in pursuant to the directions of Ministry of Corporate Affairs.

ACKNOWLEDGEMENT

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, whom your company looks upon as its valued partners in the path of progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges and the Registrar and Transfer Agent. Your Directors thank all valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

Place: Chennai Date: 29^th May 2023