To
The Members of ALPEX SOLAR LIMITED
Your directors have immense pleasure in presenting the 32nd Board Report on the business and operations of the Company together with the audited Financial Statements for the Financial Year ended March 31,2025.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY:
The Directors Report has been prepared based on the standalone & consolidated financial statements of the Company.
The Financial results for the current year and previous year are given below:
| Particulars | Standalone | Consolidated | ||
| Year Ended 31.03.2025 | Year Ended 31.03.2024 | Year Ended 31.03.2025 | Year Ended 31.03.2024 | |
| Total Income | 78,212.04 | 40,592.27 | 78,301.03 | 41,409.77 |
| Total Expenses | 67,068.54 | 37,687.30 | 67,067.80 | 38,528.52 |
| Profit before Exceptional Items & Tax | 11,143.50 | 2,904.98 | 11,233.23 | 2,881.27 |
| Exceptional Items | - | (740.84) | - | - |
| Profit before share of profit/loss of Associates & Tax | 0.00 | 0.00 | - | (511.28) |
| Share of (Profit)/Loss of Associates | 0.00 | 0.00 | 2.04 | (0.06) |
| Profit before Tax | 11,143.50 | 3,645.82 | 11,231.19 | 3,392.61 |
| Less: Current tax | 2,879.60 | 798.26 | 2,905.75 | 798.26 |
| Deferred Tax /(Income) | (22.35) | (310.59) | (22.35) | (314.52) |
| Profit (Loss) after tax | 8,286.25 | 3,158.15 | 8,347.80 | 2,908.87 |
| Appropriations | 0.00 | 0.00 | 0.00 | 0.00 |
| Dividend | 0.00 | 0.00 | 0.00 | 0.00 |
| Corporate Dividend Tax | 0.00 | 0.00 | 0.00 | 0.00 |
| Others | 0.00 | 0.00 | 0.00 | 0.00 |
2. STATE OF COMPANYS AFFAIRS
Our Company primarily manufactures Solar Panels and renders technical consultancy in the field of renewable energy, including, but not limited to solar photovoltaic and hybrid systems combining solar photovoltaics with other forms of energy.
Solar Electricity generated from solar PV power plants is now more economical than coal or gas-based thermal power electricity and is also pollution-free. Considering climate change, the Government of India and many state governments continue to promote solar electricity by providing huge subsidiaries to households to install solar plants on rooftops. Our Honble Prime Minister, Shri Narendra Modi, has launched a rooftop solar scheme for free electricity - PM Surya Ghar Muft Bijili Yojana" by providing 300 units of free electricity every month on 13th February 2024. This has opened up a vast potential for solar industries in India. Many Municipalities and Corporations are making it mandatory to install Solar Power plants on their building rooftops to reduce electricity consumption from fossil fuel sources and thereby reduce carbon footprint.
3. FINANCIAL PERFORMANCE REVIEW
3.1 Standalone
The total income of the Company for the financial year under review is C78,212.04 Lakhs as compared to C40,592.27 Lakhs in the previous year. During the year under report the total income has increased nearly by 92.68% and net profit has increased by approx. 162.38% compared to previous year. The gross expenses incurred during the FY 2024-25 is C67,068.54 Lakhs which is more as compared to C37,687.30 Lakhs in the FY 2023-24.
3.2 Consolidated
The Consolidated total income of the Company under review is C78,301.03 Lakhs as compared to C41,409.77 Lakhs in the previous year. Profit before tax is C11,231.19 Lakhs as compared to C3,392.61 Lakhs and Net profit for the year is C8,347.80 Lakhs as compared to C2,908.87 in the previous year.
EBITDA surged by 231.8% to C12,815 Lakhs with EBITDA margin improving to 16.4% in FY25. Profit after tax (PAT) grew by 187% to C8,347.80 Lakhs in FY25 compared to C2,908.87 Lakhs in FY24.
Our Companys mission is to facilitate the transition to clean and sustainable energy by providing high-quality and cost-effective solar modules that harness the energy of the sun to power the world. This mission contributes to a reduction in greenhouse gas emissions and fossil fuel dependence. We place a strong emphasis on understanding our customers needs and offering innovative solutions, ensuring that we not only meet but exceed their expectations.
This commitment to customer satisfaction is what drives our long-term business relationships at all levels. Our Company thrives on providing development support on leading-edge technologies for the solar power industry. The technologies we use are indigenously developed and rigorously tested to ensure the highest degree of safety and customer satisfaction. Our main strategy is to provide our clients with low-cost, high-quality, and swift delivery services, ensuring that we are always there when they need us.
4. TRANSFER TO RESERVES
The Board of Directors has approved the retention of the entire profit i.e., C8,286.25 Lakhs for FY25 in the retained earnings.
5. DIVIDEND:
The Company doesnt declare or paid any dividend for the Financial Year 2024-25. Due to requirement of funds to carry on the business operations & expansion, the director does not recommend any further dividend.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the financial year under review, the Company did not declare or pay any dividend. Consequently, there was no amount liable to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013.
7. CREDIT RATINGS
During the year under review, the Company has obtained the voluntary credit rating from M/S CRISIL Ratings Limited, a leading credit rating agency in India, the details of same is being given below:
| Credit Rating | ||
| Long Term Rating | Short Term Rating | Rating Outlook |
| CRISIL BBB- | CRISIL A3 | Stable |
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the financial year under review, there was no change in the nature of business of the Company. Accordingly, the disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable.
9. SHARE CAPITAL
a) AUTHORISED CAPITAL AND PAID-UP SHARE CAPITAL
The Authorized share capital of the Company is C25,00,00,000 (Rupees Twenty-Five Crores only) divided into C2,50,00,000 (Two Crore Fifty Lakhs) equity shares having a face value of C10/- each.
The Issued, Subscribed and Paid-up capital of the Company as on March 31, 2025 is C24,47,34,000 (Rupees Twenty-Four Crores Forty-Seven Lakhs Thirty-Four Thousand Only) divided into C24,473,400 (Two Crore Forty-Four Lakhs Seventy-Three Thousand Four Hundred) equity shares having a face value of C10/- each.
b) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year under review.
c) PREFERENTIAL ISSUE
During the financial year 2024-25, the Company has not made any allotment of equity shares on a preferential basis, and accordingly, no preferential issue was undertaken under Section 62(1)(c) of the Companies Act, 2013 read with applicable rules.
d) RIGHT ISSUE
During the financial year 2024-25, the Company has not raised any capital through a rights issue, and there was no increase in the issued and paid-up equity share capital pursuant to Section 62(1)(a) of the Companies Act, 2013.
e) BUY BACK OF SHARES
During the financial year 2024-25, the Company has not undertaken any buy-back of its securities in accordance with the provisions of Section 68 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014.
f) SWEAT EQUITY SHARES
During the financial year 2024-25, the Company has not issued any sweat equity shares, and hence the provisions of Section 54 of the Companies Act, 2013 are not applicable.
g) BONUS SHARES
During the financial year 2024-25, the Company has not issued any bonus shares pursuant to the provisions of Section 63 of the Companies Act, 2013.
h) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
During the financial year 2024-25, the Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees, in accordance with Section 67(3) of the Companies Act, 2013.
i) SPLITTING/SUB DIVISION OF SHARES
No split or sub-division of equity shares was carried out by the Company during the Financial Year 2024-25.
j) EMPLOYEES STOCK OPTION PLAN
The Company has not granted or issued any Employee Stock Options under any scheme during the Financial Year 2024-25.
k) FURTHER ISSUE OF SHARES THROUGH INITIAL PUBLIC OFFER AND LISTING OF SHARES Issue of Equity Shares through IPO:
The Company has not made any further issue of shares through public offer and listing of shares during the year under review.
l) DEPOSITS
During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.
10. REGISTRAR & SHARE TRANSFER AGENTS
The Company had appointed M/s Skyline Financial Services Private Limited as its Registrar & Share Transfer Agent.
| Details of RTA | |
| Name | Skyline Financial Services Private Limited. |
| Address | D-153A, 1st Floor, Okhla Industrial Area,Phase-I, New Delhi- 110020. |
| Contact No. | Tel No. 011-26812682 |
| Email Id- info@skylinerta.com | |
| Website | Website- www.skylinerta.com |
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Composition of Board of Directors
The members of the Companys Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.
The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act"). The Board of Directors has an optimum combination of Executive, Non-Executive and Independent Directors.
As on 31st March, 2025, the Board of Company consists of Six (6) Directors. The composition and category of Directors is as follows:
| S. No. Name of Person | DIN | Particulars | Date of Appointment/ Change in Directorship |
| 1. Mr. Ashwani Sehgal | 00001210 | Change in Directorship from Director to Managing Director for a term of 5 years. | 30.09.2023 |
| 2. Mrs. Monica Sehgal | 00001213 | Re-appointed as Whole Time Director of the Company. | 28.09.2024 |
| 3. Mr. Vipin Sehgal | 00001214 | Change in Directorship from Director to Executive Director | 30.09.2023 |
| 4. Mr. Satish Kumar Gupta | 06574539 | Regularized as a Non-Executive Director | 28.09.2024 |
| 5. Mr. Deepak Verma | 07489985 | Appointed as Non-Executive Independent Director for a term of 5 years w.e.f. 16th October, 2023 to 15th October, 2028 | 16.10.2023 |
| 6. Mr. Indrajeet S Khanna | 10341232 | Appointed as Non-Executive Independent Director for a term of 5 years w.e.f. 16th October, 2023 to 15th October, 2028. | 16.10.2023 |
| 7. Mr. Aditya Sehgal | 10357902 | Resigned from Non-Executive Director of the Company. | 29.07.2024 |
B. Key Managerial Personnel of the Company
As on 31st March, 2025 the Key Managerial Personnel of the Company consists of the following:
| S. No. Name of Person | DIN | Particulars | Date of Appointment/ Change in Directorship |
| 1. Mr. Aditya Sehgal | 10357902 | Appointed as Chief Executive Officer | 29.07.2024 |
| 2. Mr. Amit Ghai | - | Appointed as Chief Financial Officer | 29.07.2024 |
| 3. Ms. Sakshi Tomar | - | Appointed as Company Secretary & Compliance Officer | 30.09.2023 |
C. Directors Liable to retire by rotation and be eligible to get Re-Appointed
Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Vipin Sehgal, the Executive Director who retires by rotation and being eligible to get re-appointed as Director of the Company in the ensuing AGM of the Company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
D. Meetings of Independent Directors.
In terms of Section 149 of the Act, Mr. Indrajeet S Khanna and Mr. Deepak Verma are the IDs of the Company.
In terms of Regulation 25(8) of the Listing Regulations, all IDs have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impact their ability to discharge their duties.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all IDs on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the IDs of the Company have included their names in the data bank of IDs maintained with the Indian Institute of Corporate Affairs (IICA). During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.
In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors Meeting of the Company was held on 12.11.2024 and 04.03.2025. During the meetings, the Independent Directors considered the following:
Review of Audit Procedure
Review and Approval of Standalone & Consolidated Financials
Discussion of Internal Controls
Review of Compliance Issues
Ratification of Related Party Transactions entered into in the Financial Year 2024-25
Utilization of IPO Funds Raised for General Corporate Purpose.
Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programs by Chairman, Managing Director and Senior Management. Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.
Both the Independent Directors were present at the meetings of Independent Directors held on 12.11.2024 and 04.03.2025.
E. Declaration By Independent Directors
As on financial year ended on March 31,2025, independent directors have confirmed that:
they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;
they have complied with the code for independent directors prescribed under Schedule IV to the Act;
they have registered themselves with the independent directors databank maintained by the Indian Institute of Corporate Affairs;
they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;
they have not been associated with any material supplier, service provider, or customer of the Company;
they have not been partner, proprietor, or employee of the Companys statutory audit firm during the preceding financial year;
they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm;
and apart from receiving directors remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding financial years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.
Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the preceding financial year.
Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.
12. Meeting of the Board of Directors:
The Company has combination of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management.
The Board met 11 (Eleven) times during the year and the details of the Board meeting and Attendance of Directors are as follows:
| Date of Board Meeting | Name of Directors | ||||||
| Mr. Ashwani Sehgal | Ms. Monica Sehgal | Mr. Vipin Sehgal | Mr. Aditya Sehgal (Resigned on 29.07.2024 as NonExecutive Director) | Mr. Satish Kumar Gupta (Appointed on 29.07.2024 as NonExecutive Director) | Mr. Deepak Verma | Mr. Indrajeet S. Khanna | |
| 06.05.2024 | Present | Present | Present | Present | Not Required | Present | Present |
| 27.05.2024 | Present | Present | Present | Present | Not Required | Present | Present |
| 10.06.2024 | Present | Present | Present | Present | Not Required | Present | Present |
| 09.07.2024 | Present | Present | Present | Present | Not Required | Present | Present |
| 29.07.2024 | Present | Present | Present | Present | Not Required | Present | Present |
| 23.08.2024 | Present | Present | Present | Not Required | Present | Present | Present |
| 03.09.2024 | Present | Present | Present | Not Required | Present | Present | Present |
| 12.11.2024 | Present | Present | Present | Not Required | Present | Present | Present |
| 03.12.2024 | Present | Present | Present | Not Required | Present | Present | Present |
| 11.02.2025 | Present | Present | Present | Not Required | Present | Present | Present |
| 04.03.2025 | Present | Present | Present | Not Required | Present | Present | Present |
13. Cessation of Directors:
During the financial year, there has been no cessation of any director in the Company.
14. Committee Formed:
During the period under review, no new committee is formed.
The details of all the existing Committees of the Board along with their composition and meetings held during the year are as under:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationships Committee
d) Corporate Social Responsibility Committee.
a. Audit Committee
The Company constituted the committee as per the provision of Section 177 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 177 of the Companies Act, 2013.
Composition of Audit Committee
| S. No. Name of Director | Designation |
| 1. Mr. Indrajeet S Khanna | Chairman of Meeting, Independent Director |
| 2. Mr. Deepak Verma | Member of Meeting, Independent Director |
| 3. Mr. Vipin Sehgal | Member of Meeting, Executive Director |
b. Nomination and Remuneration Committee
The Company constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.
Composition of Nomination and Remuneration Committee
| S. No. Name of Director | Designation |
| 1. Mr. Deepak Verma | Chairman of Meeting, Independent Director |
| 2. Mr. Indrajeet S Khanna | Member of Meeting, Independent Director |
| 3. Mr. Satish Kumar Gupta | Member of Meeting, Non-Executive Director |
During the year 04 (Four) meetings of committee were held, the dates which is 09th July, 2024, 29th July, 2024, 03rd September, 2024 and 11th February 2025.
c. Stakeholders Relationships Committee
The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.
Composition of Stakeholders Relationships Committee
| S. No. Name of Director | Designation |
| 1. Mr. Deepak Verma | Chairman of Meeting, Independent Director |
| 2. Mr. Satish Kumar Gupta | Member of Meeting, Non-Executive Director |
| 3. Mr. Vipin Sehgal | Member of Meeting, Executive Director |
During the year 01 (one) meetings of committee were held, the dates which is 11th February, 2025.
d. Corporate Social Responsibility Committee
The Company has in place a well-defined Corporate Social Responsibility (CSR) Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy was duly approved at the meeting of the CSR Committee held on 24th November, 2023.
Composition of Corporate Social Responsibility Committee
| S. No. Name of Director | Designation |
| 1. Mr. Deepak Verma | Chairman of Committee, Independent Director |
| 2. Mr. Ashwani Sehgal | Member of Committee, Managing Director |
| 3. Mrs. Monica Sehgal | Member of Committee, Whole Time Director |
| 4. Mr. Vipin Sehgal | Member of Committee, Executive Director |
The Company has contributed its CSR obligation of D68,45,211/- (Rupees Sixty-Eight Lakhs Forty-Five Thousand Two
Hundred and Eleven Only) for the FY 2024-25, towards the areas as mentioned in Schedule VII of Companies Act, 2013.
Pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, the brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - II of this Report. The CSR Policy is available on Companys website at URL: https://alpexsolar.com/investors#policies
During the year 01 (one) meetings of committee were held, the dates which is 11th February, 2025.
Details of Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure - II.
15. SHAREHOLDERS MEETING
During the year under review, following Shareholders Meetings were held:
| Date of Meeting | Nature of Meeting |
| 28.09.2024 | Annual General Meeting |
16. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year 2024-25, including any material modifications thereof, were in the ordinary course of business and on an arms length basis, and were carried out with prior approval of the Board, wherever applicable.
Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is part of the Board Report in Annexure-III is annexed to this report.
17. POLICY RELATED TO DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION
The Company has established a Policy for the appointment and remuneration of Directors, which outlines the criteria for determining qualifications, performance evaluations, and other aspects concerning Independent Directors, the Board, Committees, and individual Directors. This includes performance evaluation criteria for both non-executive and executive directors.
Selection and procedure for nomination and appointment of Directors: -
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or reappointment is required. The NRC reviews and vets the profiles of potential candidates compared to the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.
Criteria for determining qualifications, positive attributes and independence of a director:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.
The Companys Nomination & Remuneration Policy, which covers the appointment, remuneration, qualifications, positive attributes, independence of Directors, and other related matters, is attached as Annexure-IV to this Report. It is also available on the Companys website at the following link: https://alpexsolar.com/investors#policies
We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.
18. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-V.
Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.
19. HUMAN RESOURCES
The Company values its employees as its most important assets and understands that its growth depends on attracting and retaining talented individuals. Recognizing the importance of developing employees skills, the Company provides training opportunities to help them excel and contribute to business objectives.
The Company is committed to maintaining an inclusive and supportive work environment, respecting universal human rights, and partnering with businesses that share these values. Equal opportunities, safe and healthy workplaces, and environmental protection are prioritized at all levels
As an equal opportunity employer, the Company does not discriminate based on race, religion, nationality, gender, age, or any other factor unrelated to job performance. Additionally, the Company is dedicated to enhancing the well-being of neighboring communities through educational, cultural, and social initiatives.
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. As on 31st March, 2025, we have the total strength of 232 employees in various department as per the below details:
| S. No. Department | No. of Employees |
| a) Accounts & Finance | 16 |
| b) HR & Admin | 18 |
| c) IT | 3 |
| d) Maintenance | 10 |
| e) EPC | 2 |
| f) Production | 143 |
| g) Quality Control | 15 |
| h) Sales and Marketing | 12 |
| i) S.C.M | 2 |
| j) Store & Logistics | 11 |
| Total | 232 |
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-VI to this Report.
21. INTIMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY ALONG WITH PERFORMANCE AND FINANCIAL POSITION
During the Financial Year 2024-25, Alpex GH2 Private Limited & Alpex Green Energies Private Limited became the subsidiary of the Company on 22nd May, 2024 & 07th June, 2024, respectively.
Further, the Company has two (2) Associate Companies namely CER Rooftop Private Limited and Zyconic Private Limited (formerly known as Krishma Machine Tools Private Limited) as on 31st March, 2025.
Apart from above, no other Company has become or ceased to be Subsidiary, Associate or Joint Venture of the Company during the Financial year 2024-25. Further, the Company does not have any joint venture companies.
A separate report on performance and financial position of the subsidiary and associates Company, included in the consolidated financial statement pursuant to Section 129(3) of the Companies Act, 2013 is given in form AOC-1 as Annexure-VII, forming part of the Board Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure-VIII.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:
a. In the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on that date;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
24. DECLARATION ON NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Clause 10(i) of Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from M/s Vishal Mishra & Associates, Practicing Company Secretaries, has been obtained, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors by the SEBI, Ministry of Corporate Affairs or any such statutory authority.
The said certificate forms part of this Annual Report as Annexure-X.
25. AUDITORS AND AUDIT REPORT
A. Statutory Audit
M/s Seth & Seth, Chartered Accountant (ICAI Registration No 014842N.) (Peer Review Certificate No.: 016316) was appointed as the Statutory Auditor of the Company in the Annual General Meeting held on 30th September, 2021 up to the conclusion of 33rd Annual General Meeting of the Company. (For the financial year 2021-22 to 2025-26).
A Certificate from auditors has been received to the effect that their appointment, if made, would be in accordance with Sec 139 (1) of the Companies Act, 2013 (the Act) and they are not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013.
Pursuant to Companies (Amendment) Act, 2017 effective from 07th May, 2018, the Company is not required to place the matter relating to ratification of Statutory Auditors by members at every annual general meeting. Hence the same is noted accordingly.
The Statutory Auditors Report for FY 2024-25 on the financial statement of the Company forms part of this Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their report do not contain any qualification, reservations, adverse remarks or disclaimers. The Notes on financial statements are self-explanatory, and needs no further explanation.
B. 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 the Company has appointed M/s Vishal Mishra & Associates, Company Secretaries (ICSI Unique Code: S2023DE911800) a peer reviewed firm, to act as the Secretarial Auditor.
The Secretarial Auditors Report for Financial Year 2024-25 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure - I to this Report.
C. Internal Audit
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review, the internal audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s. Ram C. Kapoor & Associates (Firm Reg 007537N) the Internal Auditors of the Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has appointed Ram C. Kapoor & Associates to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the Financial Year 2024-25.
D. Cost Audit
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules framed thereunder, during the year under review, the Board of Directors had appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration No. 000010), as Cost Auditors of the Company for the financial year 2024-25 to audit the cost records for the financial year ended March 31,2025.
The Cost Audit Report for the year ended March 31,2025 does not contain any qualification, reservation and adverse remark.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an adequate system of internal controls in place. There are documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance regarding maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations. We have continued our efforts to align all our processes and controls with global best practices. Some significant features of the internal control of systems are:
The Audit Committee of the Board of Directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any;
Documentation of major business processes and testing thereof including financial closing, computer controls and entity level controls, as part of compliance program, as required under the Companies Act, 2013;
Supplier relations management and customer relations management connects to different locations, dealers and vendors for efficient and seamless information exchange. We also maintain a comprehensive information security policy and undertake continuous upgrades to our IT systems;
Detailed business plans for each segment, investment strategies, year-on-year reviews, annual financial and operating plans and monthly monitoring are part of the established practices for all operating and service functions;
A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance best practices. It reviews and reports to management and the Audit Committee about compliance with internal controls and the efficiency and effectiveness of operations as well as the key process risks;
An ongoing program, for the reinforcement of the Code of Conduct is prevalent across the organization. The Code covers integrity of financial reporting, ethical conduct, regulatory compliance, conflicts of interests review and reporting of concerns.
The Board takes responsibility for the overall process of risk management throughout the organization. The Business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management.
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During FY25, we assessed the effectiveness of the Internal Control over Financial Reporting and has determined that our Internal Control over Financial Reporting as at March 31,2025, is effective.
27. 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:
Pursuant to the resolutions passed by the Members in their meeting held on 28th August, 2025, after the close of the financial year, the following material changes and commitments have taken place which may significantly affect the financial position of the Company:
A. Increase in Authorized Share Capital
The Members have approved an increase in the Authorized Share Capital of the Company from C25,00,00,000/- (Rupees Twenty-Five Crores only) to C30,00,00,000/- (Rupees Thirty Crores only), comprising 3,00,00,000 (Three Crores) Equity Shares of C10/- each. This increase is intended to support the Companys future capital raising and expansion initiatives. Accordingly, Clause V of the Memorandum of Association has been amended.
B. Proposed Preferential Allotment of Equity Shares
The Members have approved the issuance of up to 10,77,800 equity shares of the Company at an issue price of C1,212/- per share on a preferential basis to persons/entities belonging to the Promoter & Promoter Group and the Public category. The Company proposes to raise approximately C130.63 Crores from this issuance. The proceeds are intended to be utilized towards working capital requirements, business expansion, and other general corporate purposes
C. Proposed Issuance of Fully Convertible Warrants
The Members have approved the issuance of up to 10,77,000 Fully Convertible Warrants at a price of C1,212/- per warrant to persons/entities belonging to the Promoter & Promoter Group and the Public category, also on a preferential basis. Upon exercise, each warrant shall be converted into one equity share of C10/- each within a period of 18 months from the date of allotment. The Company may raise approximately C130.53 Crores from the conversion of these warrants. The capital infusion is intended to support the Companys business growth and operational requirements.
These developments reflect the Companys strategic intent to strengthen its capital base and support its growth trajectory. Upon completion of the proposed transactions, the Companys equity base is expected to expand significantly, and the inflow of funds will enhance liquidity and operational flexibility.
Apart from the above, there have been no other material changes or commitments affecting the financial position of the Company.
D. DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
During the financial year 2024-25, no revision of the financial statements or the Boards Report has been made under Section 131 of the Companies Act, 2013, in respect of any of the three preceding financial years.
E. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT/ TRIBUNALS
During the year under review, no significant or material orders were passed by any regulator, court, or tribunal which would impact the going concern status or the future operations of the Company.
F. CORPORATE GOVERNANCE
As the Company is listed on the SME Platform of NSE (NSE EMERGE), the provisions relating to Corporate Governance under Regulation 27 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not mandatorily applicable.
However, the Company continues to adhere to sound corporate governance practices as part of its commitment to ethical and transparent business conduct. Accordingly, a Report on Corporate Governance is provided as a separate section in this Annual Report on a voluntary basis.
G. ANNUAL RETURN
Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3) of the Companies Act, 2013, for the financial year ended March 31,2025 is hosted on the website of the Company and can be accessed at https://alpexsolar.com/investors#AnnualReturn.
H. LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF COMPANIES ACT, 2013:
The Company has neither provided or given any loan or guarantee during the year stated below under review.
| S. No. Name of Company/ Person | Nature | As on 31st March, 2025 |
| 1. Alpex Green Energy Pvt Ltd | Loan | 29,852,992.02 |
| 2. Alpex GH2 Pvt Ltd | Loan | 100,000 |
I. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has devised adequate systems and processes to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), and it is hereby confirmed that such systems are operating effectively during the year under review.
J. DISCLOSURE IN PUSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our Company is committed to being an equal opportunity employer and strongly believes in providing opportunities and key positions to women professionals. We are dedicated to supporting women in the workplace by ensuring a safe, healthy, and conducive working environment. To achieve this, the Company has implemented comprehensive policies aimed at addressing and ensuring safe working conditions for women.
The Company maintains a zero-tolerance stance on sexual harassment in the workplace. To reinforce this commitment, we have adopted a policy on the prevention, prohibition, and redressal of sexual harassment, in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and its associated rules adopted by the Board of Directors. The policy on POSH can be accessed on the Companys website at https://alpexsolar.com/investors#policies
Summary of Sexual Harassment Complaints for the Financial Year 2024-25: -
Number of Complaints at the Beginning of the Financial Year: NIL
Number of Complaints Disposed of During the Year: NIL
Number of Complaints Pending at the End of the Financial Year: NIL
Nature of Action Taken by the Company: Not Applicable
K. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
The Company is in compliance to the Maternity Benefit Act, 1961 which is extended to the female employees. This policy reflects our belief in parenting and our commitment to creating an inclusive workplace. Beyond leave, we support female employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.
L. BRIEF OF POLICIES ADOPTED BY THE COMPANY
A. Code of Practices and Procedures for Fair Disclosure of Unpublished Price-Sensitive Information
The Board of Directors has implemented an Insider Trading Policy in line with the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This policy outlines the procedures and guidelines to be adhered to, as well as the disclosures required when trading the Companys shares. It also details the consequences of any violations. The policy is designed to regulate, monitor, and ensure proper reporting of transactions by employees, while upholding the highest ethical standards in the handling of the Companys shares.
The Insider Trading Policy, which includes the code of practices and procedures for fair disclosure of unpublished price- sensitive information can be accessed on the Companys website at https://alpexsolar.com/investors#policies
B. Code of Conduct to Regulate, Monitor and Report Trading by Insiders
The Company holds various pieces of information that are both important and price-sensitive, requiring strict confidentiality. Unauthorized disclosure of such information could harm the Companys reputation. The term "insider" includes all individuals associated with the Company, including employees. Therefore, the Company has implemented a policy that applies to all employees and Key Managerial Personnel (KMP), prohibiting the disclosure of confidential information that could impact the Companys performance.
This policy is accessible on the Companys website at https://alpexsolar.com/investors#policies
C. Code of Conduct for the Board of Directors and Senior Management
Senior management and the Board of Directors are required to adhere to a specific code of conduct, which mandates compliance with applicable laws and regulations to ensure good governance and uphold business ethics. This code outlines their responsibilities and accountability towards the Company.
The Companys policy on this matter is available for review at the following link: https://alpexsolar.com/investors#policies
D. Corporate Social Responsibility (CSR)
The Corporate Social Responsibility (CSR) policy of the Company encompasses the Companys efforts to contribute to societal welfare. While CSR is mandatory under certain provisions of the Companies Act, 2013, it also offers the Company an opportunity to enhance its social impact and improve its public image. The CSR policy aims to create social awareness and outlines the Companys obligations towards society. It covers all the areas as stated in Schedule VII of Companies Act, 2013. For more details, the CSR policy can be accessed at: https://alpexsolar.com/investors#policies
E. Familiarization Programme for Independent Directors
Under the Familiarization Programme, all Independent Directors (IDs) inducted into the Board receives an orientation. This includes presentations by Executive Directors (EDs) and Senior Management to provide an overview of the Companys operations. The orientation covers the Companys products, group structure, subsidiaries, Board constitution, procedures, matters reserved for the Board, and major risks along with risk management strategies. This policy also includes ongoing updates on the Companys operations and projects. The policy on the Companys Familiarization Programme for IDs is available at: https://alpexsolar.com/investors#policies
F. Nomination and Remuneration Policy
The Nomination and Remuneration Policy, approved by the Board based on the Nomination and Remuneration Committees recommendations, is designed to ensure that remuneration levels are competitive and sufficient to attract, retain, and motivate high-quality Directors and employees. The policy clarifies the relationship between remuneration and performance with clear benchmarks. It balances fixed and incentive pay to reflect both short-term and long-term performance objectives appropriate to the Companys goals. The policy can be accessed at: https://alpexsolar.com/investors#policies
G. Risk Management Policy
The Company has a risk management framework that is embedded in its decision-making process across the organization to proactively identify, access and mitigate risks. The Company has a Risk Management Policy as part of the framework which provides guidance on identifying strategic and operational risks, assigning ownership, and implementing mitigation strategies. It endeavors to support its objectives among others by -
Ensuring sustainable business growth with stability and promoting a pro-active approach in reporting, evaluating and resolving risks associated with the business;
Providing a framework that enables future activities to take place in a consistent and controlled manner;
Improving decision making, planning and prioritization by comprehensive and structured understanding of business activities, volatility and opportunities/ threats;
Evaluating the likelihood and impact of major adverse events;
Developing responses to either prevent such events from occurring or manage and minimize the impact of such event, if it does occur;
Identifying any unmitigated risks and formulating action plans for addressing such risks;
The risk management policy can be accessed at https://alpexsolar.com/investors#policies. The Governance, Risk & Compliance team is responsible for driving the Companys risk management practices. Risks are evaluated based on impact and likelihood, and the effectiveness of mitigants is assessed to ensure appropriate response strategies. This structured approach promotes transparency, minimizes potential adverse impacts on business objectives, and strengthens the Companys position by highlighting risk trends, exposures and emerging threats at both the Company and business segment levels.
H. Determination of Materiality of Information & Events
In the context of being a listed entity, the Company recognizes the need to disclose material information to investors. This policy governs the determination of what constitutes material events and ensures timely disclosure to investors. The policy specifies how the Company identifies and discloses material information that is essential for investors. For more information, the policy is available at: https://alpexsolar.com/investors#policies
I. Preservation of Documents
The preservation of corporate records must adhere to the requirements set out under relevant laws. The policy for the safekeeping and management of these documents ensures compliance with legal obligations. Details of this policy can be accessed on the Companys website at: https://alpexsolar.com/investors#policies
J. Policy on Related Party Transactions
The Policy on Related Party Transactions establishes materiality thresholds and procedures for transactions between the Company and its related parties. It aims to ensure transparency and compliance with legal requirements. The policy provides guidelines for managing these transactions effectively. For further details, the policy is available at: https://alpexsolar.com/investors#policies
K. Terms and Conditions for Appointment of Independent Directors
Independent Directors play a crucial role on the Board, as outlined in Schedule IV of the Companies Act, 2013. They are skilled, experienced, and knowledgeable individuals whose presence enhances the Boards decision-making capabilities. The policy detailing the terms and conditions for their appointment is essential for guiding the Board in selecting and appointing Independent Directors. This policy is available for review on the Companys website at: https://alpexsolar.com/ investors#policies
L. Archival Policy
The Archival Policy governs the retention and archiving of corporate records. These records, created by employees, are critical for transparency and historical reference. According to this policy, any material information related to the Company will be hosted on the Companys website for investors and the public, and will remain accessible for a period of five years. The policy can be accessed here: https://alpexsolar.com/investors#policies
M. Code of Conduct for Independent Directors
Independent Directors, who have no material relationship with the Company, are required to follow a specific Code of Conduct to ensure impartiality and objectivity in their oversight. This Code outlines their duties and responsibilities, ensuring their activities align with the Companys standards and ethics. The policy governing the Code of Conduct for Independent Directors is available at: https://alpexsolar.com/investors#policies
N. Vigil Mechanism/Whistle Blower Policy
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Code of Conduct (CoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined.
Pursuant to Section 177(9) of the Companies Act, 2013 and rules framed thereunder, the Board of Directors adopted the Vigil Mechanism/Whistle Blower to promote ethical behavior and provide a mechanism for reporting concerns. The Whistle Blower Policy can be accessed on the Companys website at: https://alpexsolar.com/assets/pdfs/investor/policy/Vigil%20 Mechanism%20&%20Whistle%20Blower%20Policy.pdf
M. INVESTOR GRIEVANCE REDRESSAL MECHANISM
Throughout the financial year under review, all investor grievances were reported promptly and timely resolutions were provided to the investors. As of March 31,2025, there were no outstanding complaints against our Company, as confirmed by the certificate provided by our Registrar and Transfer Agent (RTA).
N. CHANGE IN THE NAME OF THE COMPANY
Throughout the financial year, there have been no changes made to the Companys name.
On September 01, 2023, our Company transitioned from a Private Limited to a Public Limited entity, following the necessary approvals. Concurrently, the Company name was changed from Alpex Solar Private Limited to Alpex Solar Limited.
O. DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT
It is hereby confirmed and declared that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended March 31,2025. This affirmation is detailed in Annexure-IX of this report.
P. DEPOSITORY PARTICIPANT
The Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.
Q. LISTING ON STOCK EXCHANGE
The Company got its shares listed on the SME Platform of NSE i.e., NSE Emerge on 15th February, 2024.
Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.
R. 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
S. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the financial year under review, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016, nor is there any proceeding pending against the Company under the said Code as on March 31,2025.
T. 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.
U. BOARD EVALUATION
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on 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 based on criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017. The Chairman of the Board had one-on-one meetings with the IDs and the Chairman of the NRC had one-on one meetings with the Executive and Non-Executive, Non- Independent Directors.
In a separate meeting of the IDs, performance of Non- Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.
The Board and NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings; like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings; etc. and the Board as a whole. In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board. The evaluation process endorsed the Boards confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.
V. OTHER DISCLOSURES
The company has adopted a transition to Indian Accounting Standards (IND-AS) with effect from FY 2024-25 and has prepared its financial statements, including consolidated statements, in accordance with IND-AS for all periods starting from the effective date. This includes preparing an IND-AS balance sheet as at March 31,2025 and restating comparative financial information for prior periods.
W. ISO CERTIFICATION AND RECOGNITION
The Company is an ISO 9001:2015 (Quality Management System), ISO 45001:2018 (Occupational Health and Safety Management System) and ISO 14001:2015 (Environmental Management System) in the area of Manufacturing and Assembly of Solar Photo Voltaic Modules/Panels, Solar Power Generating systems (Covering off Grid, on Grid & Hybrid Solar Power Plants), Solar Pumping Systems.
X. ACKNOWLEDGEMENTS
On behalf of the Board of Directors of the Company, we hereby place on record our profound gratitude to our shareholders, customers, business partners, vendors, bankers, financial institutions, and academic institutions for their steadfast support extended throughout the Financial Year.
The Board further expresses sincere appreciation to the Government of India, respective State Government ministries, local communities proximate to our operational sites, municipal authorities, and regional administrative bodies across our areas of operation in India. We equally acknowledge the invaluable cooperation extended by international partners, governmental agencies, and stakeholders in all jurisdictions where the Company maintains an operational presence.
Finally, the Directors duly acknowledge and commend the unwavering commitment of all employees of the Company, alongside their families, whose collective contributions remain instrumental to the Companys achievements and sustained growth.
| For and on behalf of Board | ||
| ALPEX SOLAR LIMITED | ||
| Mr. Ashwani Sehgal | Ms. Monica Sehgal | |
| Date: | Managing Director | Whole-Time Director |
| Place: | DIN: 00001210 | DIN: 00001213 |
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