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 Company's 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
Company's achievements and strategic direction.

OVERVIEW OF FINANCIAL PERFORMANCE

(Rs. In Lakhs)

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 notified by the Ministry of Corporate Affairs 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 Profit after Tax of Rs. 3882.53 Lakh for the year under review as
compared to Net Profit of Rs. 615.28 Lakh in the previous financial year. The profit of the
Company increased about 531% as compared to previous financial year. The increase in profit 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 Profit after Tax of Rs. 3979.48 Lakh for the year under review.

We have not considered comparative figures 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 profit 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 effect 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;

• 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.

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:

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,
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 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. 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 modification(s) or re¬
enactments) 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 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 officer

• Mr. Hitesh Nagdev - Company Secretary and Compliance officer

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

Ms. Anjeeta Chaorasia, Company Secretary and Compliance Officer 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 Officer of the Company w.e.f. 27th May, 2024.

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.

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 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, confirm 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 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, 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:

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. Stakeholder's 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 Stakeholder's 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 Stakeholder's 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:

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 Company's 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 Company's 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 Arm's
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.

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 Company's 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:

The above reflects the Company's 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 Company's 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 company's 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 doesn't 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:

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 Company's 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 Company's 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 Company's 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 Company's 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: For, Australian Premium Solar (India) Limited

Tai^pur, ^NH-08 T^A-Pr^antij, S^abarkantha By order of the Board of Directors

Gujarat- 383205 India ¹

Place: Ahmedabad Sd/-

^Date: Aug^{ust 29,} 2025 Nikunjkumar Chimanlal Patel

Chairman & Executive Director
DIN: 07834023