Australian Premium Solar (India) Ltd Directors Report

Dear Stakeholders,

The Board of Directors is delighted to present the 12th report on the business and operations of your Company (“the Company”) for the financial year ended March 31, 2025. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys financial per formance and position during the year. We trust that the insights and information contained within these documents will oer a clear understanding of the Companys achievements and strategic direction.

OVERVIEW OF FINANCIAL PERFORMANCE

(Rs. In Lakhs)

	STANDALONE-YEAR ENDED		CONSOLIDATED-YEAR ENDED
PARTICULARS	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue From Operations	43280.30	14967.29	43887.73	-
Other Income	224.58	64.21	226.29	-
Total Income	43504.88	15031.51	44114.02	-
Less: Total Expenses before Depreciation, Finance Cost and Tax	43280.30	14967.29	43887.73	-
Prot bef ore Depreciation, Finance Cost and Tax	5784.73	998.49	5882.03	-
Less: Depreciation	398.73	146.91	398.77	-
Less: Finance Cost	119.83	26.38	120.14	-
Prot B efore Tax	5266.17	825.20	5363.12	-
Less: Current Tax	1317.94	151.89	1317.94	-
Less: Deferred tax Liability (Asset)	65.70	58.02	65.70	-
Prot A fter Tax	3882.53	615.28	3979.48	-

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notied by the Ministry of Corporate Aairs and as amended from time to time.

FINANCIAL HIGHLIGHTS

Standalone Highlights of Operational Performance:

The total income of the Company for the year ended March 31, 2025 was Rs. 43504.88 Lakh as against the total income of Rs. 15031.51 Lakh for the previous year ended March 31, 2024. The total income of the Company was increased by 189.42% over previous year.

The Company has earned a Net Prot after Tax of Rs. 3882.53 Lakh for the year under review as compared to Net Prot of Rs. 615.28 Lakh in the previous financial year. The prot of the Company increased about 531% as compared to previous financial year. The increase in prot is due to increase in revenue from operations of the company as compared to previous year.

Consolidated Highlights of Operational Performance

The total income of the Company for the year ended March 31, 2025 was Rs. 44114.02 Lakh.

The Company has earned a Net Prot after Tax of Rs. 3979.48 Lakh for the year under review.

We have not considered comparative g ures for year ended on March 2024 as company make investment in subsidiaries subsequent to 31st March 2024.

DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2024-25.

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

TRANSFER TO GENERAL RESERVE:

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

CHANGE IN NATURE OF BUSINESS:

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

SHARE CAPITAL:

Authorized Capital

At the beginning of the financial year 2024-25, the Authorized share capital of the company was Rs. 20,00,00,000 (Rupees twenty crore only) /- divided into 2,00,00,000 (Two crore) Equity Shares of face value Rs. 10/- each.

During the Financial year 2024-25 the following changes had occurred in the Authorized capital of the company:

Authorized share capital of company increased from Rs. 20,00,00,000 (Rupees twenty crore only) divided into 2,00,00,000 (Two crore) Equity Shares of face value of Rs. 10/- each to 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 via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on January 09, 2025.

Accordingly, as on the date of Report the current 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

There are no changes in Issued, Subscribed & Paid-Up Capital of the company during the financial year 2024-25, Hence as on 31st March 2025 the Issued, Subscribed and Paid-up capital of the company was Rs. 19,74,00,000/- (Rupees Nineteen crore Seventy-four lakh only) divided into 19740000 Equity Shares of Rs. 10/- each.

After closure of the financial year 2024-25

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.

These shares were listed on the NSE Limited with eect from July 08, 2025 and trading approval for the shares was received on July 15, 2025.

Accordingly, as on the date of the report Current Paid-up Share Capital of the Company is Rs. 20,09,00,000/- (Rupees Twenty Crore Nine Lakh Only) divided into 20090000 (Two Crore Ninety Thousand Only) Equity Shares of Rs.10/- (Rupees Ten Only) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

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

NAME OF	CATEGORY CUM	DATE OF APPOINTMENT AT CURRENT	TOTAL DIRECTOR	1 NO. OF COMMITTEE		NO. OF SHARES HELD AS ON
DIRECTOR	DESIGNATION	TERM & DESIGNATION	SHIPS IN 2 OTHER CO.	IN WHICH DIRECTOR IS MEMBERS	IN WHICH DIRECTOR IS CHAIRMAN	MARCH 31, 2025
Mr. Nikunjkumar Chimanlal Patel	Chairman and Executive Director	09/08/2023	4	-	-	74,15,400
Mr. Dhaval Jayeshkumar Suthar	Whole time Director	09/08/2023	2	1	-	727
Mr. Chimanbhai Ranchhodbhai Patel	Non-Executive Director	09/08/2023	-	2	-	37,86,216
Mr. Chetan Babaldas Patel	Independent Director	09/08/2023	2	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 o 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.

DISCLOSURE BY DIRECTORS:

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

BOARD MEETING:

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

During the year under review, Board of Directors of the Company met 8 (Eight) times are as on May 27, 2024, August 13, 2024; August 29, 2024; October 11, 2024; December 12, 2024; January 08, 2025; February 13, 2025; February 20, 2025.

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	7
Mr. Chetan Babaldas Patel	00446745	Independent Director	8	8
Ms. Anupriya Tripathi	10272446	Independent Director	8	8

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:

SR. NO	TYPE OF GENERAL MEETING	DATE OF GENERAL MEETING
1	Extra Ordinary General Meeting	January 09, 2025
2	Annual General Meeting	September 30, 2024

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2025 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 03, 2025 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 o w 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. Dhaval Jayeshkumar Suthar (DIN: 07556437), Whole time 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 modi cation(s) or re-enactment(s) thereof for the time being in force), and being eligible have oer ed himself for reappointment.

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

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 12th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

During the financial year 2024-25, 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 oc er

Mr. Hitesh Nagdev - Company Secretary and Compliance oc er

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

Ms. Anjeeta Chaorasia, Company Secretary and Compliance Oc er of the Company was tendered her resignation w.e.f. February 29, 2024.

The Company has in her place, appointed Mr. Hitesh Nagdev as Company Secretary & Compliance Oc er of the Company w.e.f. 27th May, 2024.

CHANGE IN REGISTERED OFFICE:

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

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, eectiv eness 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, eectiv eness of committee meetings, etc.

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

In preparation of annual accounts for the year ended March 31, 2025, 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 aairs of the Company at the end of the financial year and of the prot 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, 2025 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 5(five) time viz on May 27, 2024, August 13, 2024, October 11, 2024, December 12, 2024 and February 13, 2025.

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

			NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2024-25
NAME	CATEGORY	DESIGNATION	ELIGIBLE TO ATTEND	ATTENDED
Mr. Chetan Babaldas Patel	Non-Executive Independent Director	Chairperson	5	5
Ms. Anupriya Tripathi	Non-Executive Independent Director	Member	5	3
Mr. Dhavalkumar Jayeshkumar Suthar	Whole Time Director	Member	5	5

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 27, 2024, August 29, 2024, December 12, 2024 and March 17, 2025.

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

			NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2024-25
NAME	CATEGORY	DESIGNATION	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

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

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

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 Form MGT-7 available at 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 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://australianpremiumsolar.co.in

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 2024-25 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 ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2025, 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	Installation of heating systems (electric, gas and oil), furnaces, cooling towers, non-electric solar energy collectors etc.
		Pump, Sola, Daskroi, Ahmedabad- 380060, Gujarat	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	Installation of heating systems (electric, gas and oil), furnaces, cooling towers, non-electric solar energy collectors etc.
		Pump, Sola, Daskroi, Ahmedabad- 380060, Gujarat	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.
3	APLUS Solar Private 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.

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, 2025.

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 AND MATERIAL ORDERS:

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, 2025 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:

SR. NO.	PARTICULARS	NO OF COMPLAINTS
1	Number of Complaints led d uring FY 2024-25	NIL
2	Number of Complaints disposed o d uring FY 2024-25	NIL
3	Number of Complaints pending as on end of FY 2024-25	NIL

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.

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):

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2025, is exceeding Rs.5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is less than fifty lakh rupees or it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply.

In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company. Therefore, company doesnt require to constitute Corporate Social Responsibility Committee.

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 2024-25.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2025 forms an integral part of this report and is annexed as Annexure D

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

SR. NO.	OBSERVATION OF SECRETARIAL AUDITOR	COMPANY REPLY
1	As per requirement of Standard Operating Process under SEBI (Prohibition of Insider Trading) Regulations, 2015, Company has delayed in submission of SDD compliance certic ate certied b y PCS.	The company will comply with regulations more quickly, stay informed about all new circulars issued by the stock exchanges, and meet all necessary compliance standards.
2	As per requirement of Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Company has delayed in ling of Amendments to memorandum and articles of association of company with Stock exchange.	Delay was unintentional; company make sure that all compliance done within due date and timely disclosure to Exchange.
3	As per requirement of Regulation 29 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Company has delayed in ling of XBRL of Prior intimation of Board Meeting dated October 11, 2024.	Delay was happened due to technical issue in XBRL utility of Prior intimation of Board Meeting dated October 11, 2024 and for that we have timely informed to Exchange concerned person to resolve this issue.
4	As per the requirement of Section 179 of Companies Act, 2013 Company has not produced e-form MGT-14 relating to investing the funds of company by way of incorporating the subsidiary of company.	Due to lack of awareness the same was happened as nothing has been done with malade int ention and now company make sure that all compliance done within due date and meet all necessary compliance standards.
5	Company has led v arious e-forms after due date with additional fees.	The company will comply with rules and regulations more quickly, stay informed about all new circulars issued by the stock exchanges, and meet all necessary compliance standards.

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.

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, 2025 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, 2025 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 E.

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.

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

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

PREVENTION OF INSIDER TRADING:

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

WEBSITE:

Your Company has its fully functional website https://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 oc e:	For, Australian Premium Solar (India) Limited
Tajpur, NH-08 TA-Prantij, Sabarkantha
	By order of the Board of Directors
Gujarat- 383205 India
Place: Ahmedabad	Sd/-
Date: August 29, 2025	Nikunjkumar Chimanlal Patel
	Chairman & Executive Director
	DIN: 07834023