Australian Premium Solar (India) Ltd

Dear Stakeholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the audited financial statements, for the financial year ended March 31,2024.

BUSINESS OVERVIEW:

Financial performance:

During the financial year 2023-24 the revenue from operation stood at Rs. 14,967.29 Lakhs as compare to Rs. 9,455.92 Lakhs during the previous financial year 2022-23, revenue from operations increased by 58.28% in FY 2023-24 as compared to FY 2022-23. The other income of the Company stood at Rs. 64.21 Lakhs in the financial year 2023-24 as compared to Rs. 39.94 Lakhs in previous financial year 2022-23.

Further, during the financial year 2023-24, the total expenses have increase to Rs. 14206.31 lakhs from Rs. 9039.43 lakhs in the previous financial year 2022-23. The Net Profit for the financial year 2023-24, stood at Rs. 615.29 Lakhs in comparison to profit of Rs. 330.46 Lakhs in previous year 2022-23 i.e. Increase in net profit by 86.19% as compared to previous year.

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 2023-24.

Transfer to General Reserve:

The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review. 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

The Authorized Capital of the Company is Rs. 20,00,00,000/- divided into 20000000 Equity Shares of Rs. 10/- each. Issued, Subscribed & Paid-Up Capital

During the year, pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on January 16, 2024, has allotted total 52,00,000 Equity Shares Rs. 10/- each at price of Rs. 54/- per Equity Share to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

The present Paid-up Capital of the Company is Rs. 19,74,00,000/- divided into 19740000 Equity Shares of Rs. 10/- each. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on 12th August 2023, proposed the Initial Public Offer not exceeding 52,00,000 (Fifty-Two Lakh Only) equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on 14th August 2023.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and Link Intime India Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to SME Platform of National Stock Exchange Limited ("NSE") for In-principal approval for listing its equity shares on the SME Platform of the NSE. National Stock Exchange Limited has, vide its letter dated, December 13, 2023 granted it's In- Principal Approval to the Company.

During the year, the Company filed Prospectus to the Registrar of the Company, Ahmedabad on January 04, 2024. The Public Issue was opened on Thursday, January 11,2024 and closed on Monday, January 15, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on January 16, 2024. The Company applied for listing of its equity shares to NSE and it has granted its approval vide its letter dated January 17, 2024. The trading of equity shares of the Company commenced w.e.f. January 18, 2024 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2024-25 have been paid.

Utilisation of IPO Proceeds:

The Company raised funds of Rs. 2808.00 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

* The Unutilized amount of Rs. 348.73 Lakhs has been deposited in the Escrow Account with Axis Bank as on 31st March 2024 and same shall be utilized in future years.

** Excess Amount of Rs. 7.50 Lakhs has been utilized in Public Issue Expenses as on 31st March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

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

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

2 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.

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 14 (Fourteen) times as on April 07, 2023, June 10, 2023; June 16, 2023; June 21,2023; July 06, 2023; July 19, 2023; August 07, 2023; August 12, 2023; August 18, 2023; September 01,2023; December 04,2023; January 16, 2024; February 09, 2024; March 07, 2024.

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, the Company has two 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 01,2024 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: -

a) Change in Board Composition:

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below:

i. In the Board Meeting held on July 19, 2023: -

• Mr. Chetan Babaldas Patel (DIN:00446745) was appointed as Additional Independent Director w.e.f. July 19, 2023. Thereafter, he was regularised as Independent Director on August 09, 2023 for a period of five (5) years w.e.f. July 19, 2023, not liable to retire by rotation.

ii. In the Board Meeting held on August 07, 2023: -

• Mr. Nikunjkumar Chimanlal Patel (DIN: 07834023) was appointed as Chairman and Additional Executive Director w.e.f August 07, 2023. Thereafter, he was regularised as Chairman and Executive Director w.e.f. August 09, 2023, liable to retire by rotation.

• Mr. Dhavalkumar Jayeshkumar Suthar (DIN: 07556437) was appointed as Director of the Company on June 12, 2020. Thereafter, he was appointed as Whole Time Director for a period of five (5) years w.e.f. August 09, 2023 liable to retire by rotation.

• Mr. Chimanbhai Ranchhodbhai Patel (DIN: 06563988) was appointed as First Director upon incorporation of the Company i.e. May 23, 2013. Thereafter, he was appointed as Non-Executive Director for a period of five (5) years w.e.f. August 09, 2023, liable to retire by rotation.

• Ms. Anupriya Tripathi (DIN: 10272446) was appointed as Additional Independent Director w.e.f. August 07, 2023. Thereafter, she was regularised as Independent Director on August 09, 2023 for a period of five (5) years w.e.f. July 19, 2023, not liable to retire by rotation.

b) Retirement by rotation and subsequent re-appointment:

i. 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 11th Annual General meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Dhavalkumar Jayeshkumar Suthar who is acting as Whole Time Director of the Company. Further, Mr. Kalpesh Virendra Vakharia is acting as Chief Financial Officer of the company.

Further, the Company appointed Ms. Anjeeta Chaorasia as a Company Secretary and Compliance Officer of the Company w.e.f. September 01,2023.

Moreover, Ms. Anjeeta Chaorasia 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.

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:

a) In preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) 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;

d) The Directors had prepared the annual accounts for the year ended March 31,2024 on going concern basis;

e) 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

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

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 Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013 on 12th August 2023.

During the year under review, Audit Committee met 4(four) time viz on August 12, 2023, September 30, 2023, January 16, 2023 and March 07, 2024.

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.

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 australianpremiumsolar.co.in

B. Stakeholder's Relationship Committee:

The Company 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. on 12th August, 2023.

During the year under review Stakeholder's Grievance & Relationship Committee met 4(four) time viz on August 12, 2023, September 30, 2023, January 16, 2023 and March 07, 2024.

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

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2024.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 4 (four) time viz on August 12, 2023, August 18, 2023, September 01,2023 and February 09, 2024.

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 australianpremiumsolar.co.in and is annexed to this Report as Annexure - A.

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. australianpremiumsolar.co.in /annual returns.html

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 31,2024 is available on the Company's website on australianpremiumsolar.co.in /annual returns.html

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. individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the company as per the last audited financial statements, whichever is lower) 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. Further, no transaction involving payments to a related party with respect to brand usage or royalty individually or taken together with previous transactions during a financial year, exceeding five percent of the annual consolidated turnover of the company as per the last audited financial statements took place.

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 2023-24 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 australianpremiumsolar.co.in/policy.html.

DISCLOSURE OF REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - B, which forms part of this Report.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company has a wholly owned subsidiary i.e. APS Rooftop Solar Private Limited, which was incorporated on March 28, 2024. However, the Company's investment of Rs10,00,000 in the said wholly owned subsidiary by way of subscription occurred subsequent to March 31, 2024. Consequently, the standalone financial statements have been prepared.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

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 31,2024 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed of and nil complaints remained pending as of March 31,2024.

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

A. Conservation Of Energy:

i. The steps taken or impact on conservation of energy:

During the year under review, Your Company was engaged in n the business of manufacturing of Monocrystalline and Polycrystalline Solar Panels and Engineering, procurement, and construction ("EPC") services thereof. Considering the nature of the Company's business, there is reporting to be made on conservation of energy in its operations. The Company carries on its activities in an environmentally friendly and energy efficient manner.

ii. The steps taken by the Company for utilizing alternate sources of energy:

Your Company is already engaged in the business of generation of energy using solar energy and thereby using eco-friendly source of generation of energy.

iii. The capital investment on energy conservation equipment: Not Applicable

B. Technology Absorption:

i. Major efforts made towards technology absorption:

The Company has modern manufacturing facility and latest technology products in the industry but The Company has not entered into any technology agreement or collaborations.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years

iv. Expenditure incurred on research and development: None

C. Foreign Exchange Earnings & Expenditure:

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

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 nonbusiness 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. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

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 - C.

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 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD:

The company is falling under prescribed class of Companies; Hence, our Company is required to maintain cost records. 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, your Company has appointed M/s. Dharti Patel & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 202324. The Secretarial Audit Report is annexed herewith as Annexure-D to this Report.

REPLY TO OBSERVATION OF SECRETARIAL AUDIT REPORT:

1. Regarding entries in SDD software, the management would like to express that due to a delay in software installation the same has been occurred.

2. Regarding the delay in filing of financial result subsequent to the listing, the management was under impression that the same is not applicable being SME listed entity. However same has been filed as a corrective approach.

3. Regarding the various e-forms filed after the due date with additional fees and few forms have not been bearing resolution number on declaration part, the management would like to express that due to lack of awareness the same has happened and nothing has been done with malafide intention.

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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

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

(iii) Annual Report

(iv) There is no revision in the Board Report or Financial Statement;

(v) 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;

(vi) Information on subsidiary, associate and joint venture companies.

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, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.