Australian Premium Solar India Ltd Directors Report

To,

The Members of

Australian Premium Solar (India) Limited

The Board of Directors is delighted to present the 13th Annual Report on the business and operations of Company ("the Company") for the financial year ended March 31, 2026. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Companys achievements and strategic direction.

OVERVIEW OF FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. In Lakhs)

PARTICULARS	STANDALONE-YEAR ENDED		CONSOLIDATED-YEAR ENDED
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue From Operations	68895.25	43280.30	70795.71	43887.73
Other Income	72.56	224.58	78.07	226.29
Total Income	68967.82	43504.88	70873.78	44114.02
Less: Total Expenses before Depreciation, Finance Cost and Tax	59620.07	37720.08	61293.79	38231.99
Profit before Depreciation, Finance Cost and Tax	9347.75	5784.80	9579.99	5882.03
Less: Depreciation	917.00	398.73	917.63	398.77
Less: Finance Cost	485.87	119.83	497.18	120.14
Profit Before Tax	7944.88	5266.24	8165.18	5363.12
Less: Current Tax	2005.27	1287.15	2089.65	1287.15
Less: Deferred tax Liability (Asset)	268.61	65.66	268.86	65.66
Profit After Tax	5671.69	3913.43	5806.67	4010.31

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report. Further, there has been no change in nature of business of your Company. Previous year figures have been regrouped / re-arranged wherever necessary.

FINANCIAL HIGHLIGHTS

Standalone Highlights of Operational Performance:

During the year under review, your Company has recorded total income for the year ended March 31, 2026 was Rs.68967.82 Lakh as against the total income of Rs. 43504.88 Lakh for the previous year ended March 31, 2025. The total income of the Company was increased by 58.53% over the previous year.

The Company has earned a Net Profit after Tax (PAT) of Rs. 5651.54 Lakh for the F.Y 2025-26 as compared to Net Profit after Tax (PAT) of Rs. 3882.53 Lakh in F.Y. 2024-25. The profit of the Company increased approximately 45.56% as compared to previous financial year. Profit of your Company has increased due to increase in revenue from operations of the company and operational efficiency as compared to previous year.

Consolidated Highlights of Operational Performance

During the year under review, your Company has recorded total income for the year ended March 31, 2026 was Rs. 70873.78 Lakh as against the total income of Rs. 44114.02 Lakh for the previous year ended March 31, 2025. The total income of the Company was increased by 60.66% over the previous year.

The Company has earned a Net Profit after Tax (PAT) of Rs. 5786.51 Lakh for the F.Y 2025-26 as compared to Net Profit after Tax (PAT) of Rs. 3979.48 Lakh in F.Y. 2024-25. The profit of the Company increased approximately 45.41% as compared to previous financial year. Profit of your Company has increased due to increase in revenue from operations of the company and operational efficiency as compared to previous year.

DIVIDEND:

The Board of Directors ("Board"), after considering the relevant circumstances and keeping in view the tremendous growth in Profit of your company has Considered, approved and declared an Interim Dividend of Rs. 0.10/- (Rupees Ten paisa only) per equity shares of having face value of Rs.10/- per equity share (i.e. 10 % of face value) for the financial year ended on March 31, 2026.

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders

w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

Transfer of Shares and Unpaid/Unclaimed Dividend to Investor Education and

There is no money lying to unpaid/unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

TRANSFER TO GENERAL RESERVE:

The Company has not transferred any amount to the General Reserves during the year. Full amount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the overall nature of business of the Company, and it continues to operate in line with its main objects as set out in the Memorandum of Association.

SHARE CAPITAL:

Authorized Capital

There are no changes in Authorized share capital of the company during the financial year 2025-26, Hence as on 31st March 2026 the Authorized share capital of company stands at Rs. 22,00,00,000 (Rupees Twenty-Two Crore only) divided into 2,20,00,000 (Two Crore Twenty Lakh) Equity Shares each of Rs. 10/- each.

Issued, Subscribed & Paid-Up Capital

At the beginning of the financial year 2025-26, the Issued, Subscribed & Paid-up Share Capital of the company was Rs. 19,74,00,000/- (Rupees Nineteen crore Seventy-four lakh only) divided into 19740000 (One Crore Ninety-Seven Lakh Forty thousand) Equity Shares of Rs. 10/- each. Whereas during the financial year 2025-26, the following changes occurred in the Issued, Subscribed and Paid-up share capital of the company.

Issuance of Equity Shares on preferential basis ("Preferential Issue")

The Board of Directors of your Company in their meeting held on April 29, 2025 have approved issue of 3,50,000 (Three Lakh Fifty Thousand) Equity Shares of Rs. 10 each fully paid up, on a preferential basis ("Preferential Issue"), to the Proposed Allottees at an issue price of Rs. 433/- (Rupees Four Hundred Thirty-Three Only) per Equity Share including Security Premium of Rs. 423/- (Rupees Four Hundred Twenty-Three) per Equity Share.

The Members of your company in their Extra Ordinary General Meeting held on May 23, 2025 have approved the Preferential Issue of 3,50,000 (Three Lakh Fifty Thousand) Equity Shares to Non-Promoter/Public Category, at an issue price of Rs. 433/- (Rupees Four Hundred Thirty- Three Only) per Equity Share including Security Premium of Rs. 423/- (Rupees Four Hundred Twenty-Three) per Equity Share.

Further, your Company has received In Principle Approval from NSE Limited vide its letter bearing No. NSE/LIST/48361 dated May 13, 2025 for issue of 350000 equity shares of Rs. 10/- each at a price not less than Rs. 433/- to non-promoter on a preferential basis.

The Board of Directors of your Company in their board meeting held on June 04, 2025, have approved allotment of 3,50,000 (Three Lakh Fifty Thousand) Equity Shares of Rs. 10/- each at an Issue Price of Rs. 433/- per equity share (including share premium of Rs. 423/- per equity share), aggregating to Rs. 15,15,50,000/- (Rupees Fifteen Crore Fifteen Lakh Fifty Thousand only) to the persons who have accepted the offer on preferential basis to Non- Promoters/Public for Cash.

Issuance of Equity Shares upon Conversion of fully convertible Warrants into Equity shares on preferential basis ("Preferential Issue")

Pursuant to the receipt of approval of the members of the Company at their Extra Ordinary General Meeting held on 23rd May, 2025 by means of passing Special Resolutions and pursuant to In-Principle Approval received from National Stock Exchange of India Limited ("NSE") on 13th May, 2025, vide letter no. NSE/LIST/48361 dtd. 13th May, 2025 in respect of the Preferential Issue of 3,50,000 equity shares and 70000 fully convertible warrants and In continuation to our earlier outcome of Board Meeting dated June 04, 2025 regarding allotment of fully convertible warrants, the Board of Directors of the Company at their meeting held today i.e. September 19, 2025 inter alia, has considered and approved Allotment of 70,000 (Seventy Thousand) fully paid-up Equity Shares at an Issue Price of 433/- (Rupees Four Hundred Thirty-Three only) each including premium of 423/- (Rupees Four Hundred Twenty- Three Only) each to warrant holder consequent to the warrant holder having exercised their right for conversion of warrants into equal number of equity shares on preferential basis to Promoter Category upon the receipt of the remaining exercise price of Rs. 324.75 /- per warrant (being an amount equivalent to the 75% of the warrant exercise price of Rs. 433/- per warrant) in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018.

Accordingly, the present Paid-up Share Capital of the Company stands at Rs. 20,16,00,000/- (Rupees Twenty Crore Sixty Lakh) comprising of 2,01,60,000 (Two Crore One Lakh Sixty thousand) Equity Shares of face value of E 10/- each.

Utilization of Funds:

During the financial year, the Company successfully raised an aggregate amount of 18,18,60,000/- (Rupees Eighteen Crore Eighteen Lakh Sixty Thousand only) through issue of 350000 Equity Shares at an issue price of E 433/- including a premium of E 423/- each payable in cash aggregating upto E 15,15,50,000/- (Rupees Fifteen Crore Fifteen Lakh Fifty Thousand only) and upto 70,000 Fully Convertible Warrants each carrying a right exercisable by the warrant holder to subscribe to one (1) equity share of the face value of E 10/- (Rupees Ten only) each against each Warrant at an issue price of E 433/- including a premium of E 423/-each payable in cash aggregating upto E 3,03,10,000/- (Rupees Three Crore Three Lakh Ten Thousand only).

The gross proceeds through Preferential Issue have been fully deployed for the purposes stated in the offer, as detailed below:

(Rs. in Crores)

Sr. No	Objects Of The Proposed Issue	Original Allocation	Funds Utilized till March 31, 2026
1	Capital Expenditure	5	5
2	Working Capital Requirements	12	12
3	General Corporate purposes	1.18	1.18
TOTAL		18.18	18.18

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board:

As on March 31, 2026, the Board of Directors of the Company comprised the following members:

NAME OF DIRECTOR	CATEGORY CUM DESIGNATION	DATE OF APPOINTMENT AT CURRENT TERM & DESIGNATION	TOTAL DIRECTOR	NO. OF COMMITTEE 1		NO. OF SHARES HELD AS ON MARCH 31, 2025
			SHIPS IN OTHER CO. 2	IN WHICH DIRECTOR IS MEMBERS	IN WHICH DIRECTOR IS CHAIRMAN
Mr. Nikunjkumar Chimanlal Patel	Chairman and Executive Director	09/08/2023	5	-	-	74,85,400
Mr. Dhaval Jayeshkumar Suthar	Whole time Director	09/08/2023	3	1	-	727
Mr. Chimanbhai Ranchhodbhai Patel	Non-Executive Director	09/08/2023	-	2	-	36,96,216
Mr. Chetan Babaldas Patel	Independent Director	09/08/2023	7	1	2	-
Ms. Anupriya Tripathi	Independent Director	09/08/2023	-	2	1	-

?€? Committee includes Audit Committee, and Shareholders Grievances & Relationship Committee across all Public Companies including our Company.

?€? excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

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

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

KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Company designated the following individuals as Key Managerial Personnel as per Section 203 of the Companies Act, 2013:

?€? Mr. Dhavalkumar Jayeshkumar Suthar - Whole Time Director

?€? Mr. Kalpesh Virendra Vakharia-Chief Financial officer

?€? Mr. Hitesh Nagdev - Company Secretary and Compliance officer

DISCLOSURE BY DIRECTORS:

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

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

BOARD MEETING:

The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per statutory requirements, Board meetings are held at least once every quarter to review the financial and operational performance of the Company. Additional meetings are convened as and when necessary.

During the year under review, Board of Directors of the Company met 8 (Eight) times are as on April 29, 2025, May 16, 2025; June 04, 2025; July 29, 2025; August 29, 2025; September 19, 2025,

October 30, 2025; February 18, 2026.

Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

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

NAME OF DIRECTOR	DIN	DESIGNATION	NUMBER OF BOARD MEETINGS ELIGIBLE TO ATTEND	NUMBER OF BOARD MEETINGS ATTENDED
Mr. Nikunjkumar Chimanlal Patel	07834023	Chairman and Executive Director	8	8
Mr. Dhaval Jayeshkumar Suthar	07556437	Whole time Director	8	8
Mr. Chimanbhai Ranchhodbhai Patel	06563988	Non-Executive Director	8	8
Mr. Chetan Babaldas Patel	00446745	Independent Director	8	8
Ms. Anupriya Tripathi	10272446	Independent Director	8	7

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

GENERAL MEETINGS:

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

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2026 the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 02, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE:

During the year under review, there was following change in constitution of the Board of Directors of the Company: -

Retirement by rotation and subsequent re-appointment:

Mr. Chimanbhai Ranchhodbhai Patel (DIN: 06563988), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 13th Annual General meeting.

CHANGE IN REGISTERED OFFICE:

During the year, there was no change in Registered Office of the Company. The registered office of the company is situated at Tajpur, NH-08 TA-Prantij, Sabarkantha Gujarat- 383205 India.

SR. NO	TYPE OF GENERAL MEETING	DATE OF GENERAL MEETING
1	Extra Ordinary General Meeting	May 23, 2025
2	Annual General Meeting	September 30, 2025

?€? PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

?€? The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

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

?€? The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

?€? In addition, the chairman was also evaluated on the key aspects of his role.

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

?€? In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

?€? The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

?€? The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

?€? The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis;

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

?€? The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

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

A. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on 12th August 2023 constituted Audit Committee.

During the year under review, Audit Committee met 4 (four) time viz on May 16, 2025, July 29, 2025, October 30, 2025, and February 18, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Mr. Chetan Babaldas Patel	Non-Executive Independent Director	Chairperson	4	4
Ms. Anupriya Tripathi	Non-Executive Independent Director	Member	4	3
Mr. Dhavalkumar Jayeshkumar Suthar	Whole Time Director	Member	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

B. Stakeholders Relationship Committee:

The Board of Directors of our Company has in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc. in its Meeting held on 12th August, 2023.

During the year under review Stakeholders Grievance & Relationship Committee met 4(four) time viz on May 16, 2025, July 29, 2025, October 30, 2025, and February 18, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Ms. Anupriya Tripathi	Non-Executive Independent Director	Chairperson	4	4
Mr. Chetan Babaldas Patel	Non-Executive Independent Director	Member	4	4
Mr. Chimanbhai Ranchhodbhai Patel	Non-Executive Director	Member	4	4

C. Nomination and Remuneration Committee

The Board of Directors of our Company has in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof has constituted Nomination and Remuneration Committee for mainly identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors in its Meeting held on 12th August, 2023.

During the year under review Nomination and Remuneration Committee met 4(four) time viz on May 16, 2025, July 29, 2025, October 30, 2025, and February 18, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Nomination and Remuneration Policy in the Company are designed for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at NRC.pdf

VIGIL MECHANISM:

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

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

NAME	CATEGORY	DESIGNATION	NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2025-26
			ELIGIBLE TO ATTEND	ATTENDED
Mr. Chetan Babaldas Patel	Non-Executive Independent Director	Chairperson	4	4
Ms. Anupriya Tripathi	Non-Executive Independent Director	Member	4	4
Mr. Chimanbhai Ranchhodbhai Patel	Non-Executive Director	Member	4	4

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at Vigil Mechanism & Whistle Blower Policy.

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in the Annual Return i.e Form MGT-7 which available on the website of the Company i.e. https://australianpremiumsolar.co.in

PUBLIC DEPOSIT:

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS& SECURITY:

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

ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Act, the draft Annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the Companys website on https://australianpremiumsolar.co.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at Policy-on-Related-Party-Transaction.pdf

PARTICULAR OF EMPLOYEES:

The Company had 570 employees as on March 31, 2026.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-A of this report.

SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE OF THE COMPANY:

As on March 31, 2026, Company has following Subsidiaries which support the business of parent company.

SR. NO.	NAME OF THE COMPANY	ADDRESS OF REGISTERED OFFICE	NATURE OF BUSINESS
1	APS Rooftop Solar Private Limited	B801 Sapathhexa Nr Gujrat, High Court, Opp Kargil Pump, Sola, Daskroi, Ahmedabad- 380060, Gujarat	Installation of heating systems (electric, gas and oil), furnaces, cooling towers, non-electric solar energy collectors etc.
			To carry on business in India or elsewhere of producing, manufacturing, buying, selling, reselling, dealing, trading, procuring and providing after sales services of solar panels and converting, transmitting, distributing, supplying, storing, operating, conserving, developing, upgrading, revamping, servicing of solar power, electricity, energy, and for that purpose to set up and run solar power plant and solar electricity generating units, plants, projects, grid stations and substations.
2	APS Solar Pump Private Limited	B801 Sapathhexa Nr Gujrat, High Court, Opp Kargil Pump, Sola, Daskroi, Ahmedabad- 380060, Gujarat	Installation of heating systems (electric, gas and oil), furnaces, cooling towers, non-electric solar energy collectors etc.
			To carry on business in India or elsewhere of producing, manufacturing, buying, selling, reselling, dealing, trading, procuring and providing after sales services of solar panels and converting, transmitting, distributing, supplying, storing, operating, conserving, developing, upgrading, revamping, servicing of solar power, electricity, energy, and for that purpose to set up and run solar power plant and solar electricity generating units, plants, projects, grid stations and substations.

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

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

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2026.

3	Aplus Solar Cell Limited	B801 Sapathhexa Nr Gujrat, High Court, Opp Kargil Pump, Sola, Daskroi, Ahmedabad- 380060, Gujarat	Manufacture of primary cells and primary batteries and rechargeable batteries, cells containing manganese oxide, mercuric oxide silver oxide or other material.
			To manufacture, assemble, purchase, import, export and otherwise deal in India or abroad in all types of cells, batteries, solar cells, photovoltaic cells, energy storage devices, conversion and generation devices, appliances, gadgets, equipments and products, including power packs, power supplies; generators, solar panels, chargers and subassemblies, components, parts and accessories thereof.
4	APS Renewable Energy Private Limited	Survey No. 438 & 439, At& Po Tajpur Ta. Prantij, Sabarkantha- 383205, Gujarat	Installation of heating systems (electric, gas and oil), furnaces, cooling towers, non-electric solar energy collectors etc.
			To carry on business in India or elsewhere of producing, manufacturing, buying, selling, reselling, dealing, trading, procuring and providing after sales services of solar panels and converting, transmitting, distributing, supplying, storing, operating, conserving, developing, upgrading, revamping, servicing of solar power, electricity, energy, and for that purpose to set up and run solar power plant and solar electricity generating units, plants, projects, grid stations and substations.

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

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

SIGNIFICANT A0NDMATERIALORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2026 to the date of this Report.

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

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at POSH- Policy.pdf .

During the year under review, no complaints pertaining to sexual harassment at work place has been received by the Company. The following is the status of complaints received and resolved during the financial year:

The above reflects the Companys commitment to timely and effective redressal of complaints.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

SR. NO.	PARTICULARS	NO OF COMPLAINTS
1	Number of Complaints filed during FY 2025-26	NIL
2	Number of Complaints disposed off during FY 2025-26	NIL
3	Number of Complaints pending as on end of FY 2025-26	NIL

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

SECRETARIAL STANDARDS OF ICSI:

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

RISK MANAGEMENT:

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee. The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. The Company also has an effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

During the year under review, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed by the Statutory Auditors and Internal Auditors of the Company.

CORPORATE GOVERNANCE:

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has always adhered to its core philosophy of contributing towards the welfare and development of society. Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

During the Financial Year 2025-26, the amount required to be spent by the Company towards CSR activities under Section 135(5) of the Act did not exceed 50 lakh. Accordingly, pursuant to Section 135(9) of the Act, the requirement for constitution of a CSR Committee was not applicable to the Company and the functions of the CSR Committee were discharged by the Board of Directors.

Our Companys CSR Policy Statement and Annual Report on CSR activities undertaken during the Financial Year 2025-26, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 as per the prescribed format is annexed as an Annexure - D . to this report.

PREVENTION OF INSIDER TRADING:

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

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

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

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has reappointed M/s. Dharti Patel & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2026 forms an integral part of this report and is annexed as Annexure - E.

The Secretarial Auditors have provided for following observation in their report:

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Sanjay Bajoria & Associates, Chartered Accountant, (FRN: 117443W), were reappointed as Statutory Auditor of your Company, conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting.

In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM. The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

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

REPORTING OF FRAUD:

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

SR. NO.	OBSERVATION OF SECRETARIAL AUDITOR	COMPANY REPLY
1	As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, The Company has not complied with the prescribed timeline of 24 hours for making the requisite disclosure to the Stock Exchange(s) regarding reaffirmation of credit ratings obtained as required under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	Delay was unintentional; company make sure that all compliance done within due date and timely disclosure to Exchange
2	As per Companies Act, 2013, The Company has not filed Form MGT-7 within 60 days from the date of the AGM as required under Section 92(4) of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014.	Delay was happened due to technical issue in MCA V3 Portal for that extension was received from MCA for filing form therefore, MGT -7 filed after 60 days from the date of AGM without any additional fees and now company make sure that all compliance done within due date and meet all necessary compliance standards.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has reappointed M/s. Shah Samkit & Associates, Chartered Accountant, Ahmedabad as the Internal Auditors of the Company for the financial year ended 31st March, 2026 to conduct the internal audit of the Company.

The Internal Audit Reports submitted by the said Internal Auditors, during the year under review, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remark or qualification and hence, do not call for any further explanations by the Company.

MAINTENANCE OF COST RECORD:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules thereunder, the company is falling under prescribed class of Companies for maintain cost records and appointment of cost auditor.

Hence, the Board of Directors of the Company has appointed M/s. Kushal & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company for the financial year ended 31st March, 2026 to conduct the cost audit of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CYBER SECURITY:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

WEBSITE:

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

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

?€? Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

?€? Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

?€? There is no revision in the Board Report or Financial Statement;

?€? No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

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

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

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

Registered office: Tajpur, NH-08 TA-Prantij, Sabarkantha Gujarat- 383205 India	For, Australian Premium Solar (India) Limited By order of the Board of Directors

Place: Ahmedabad	Sd/-
Date: August 27, 2026	Nikunjkumar Chimanlal Patel
	Chairman & Executive Director
	DIN: 07834023