DIRECTORS' REPORT

Your Directors have immense pleasure in presenting the 31^st Board Report on the business and operations of the Company together with the audited Financial Statements for the Financial Year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY:

The Board's Report has been prepared based on the standalone financial statements of the company.

2. STATE OF COMPANY'S AFFAIRS

Our Company primarily manufactures Solar Panels and renders technical, administrative, consultancy, or financial services in the field of renewable energy, including, but not limited to, solar photovoltaic and hybrid systems combining solar photovoltaics with other forms of energy.

Solar Electricity generated from solar PV power plants is now more economical than coal or gas-based thermal power

electricity and is also pollution-free. Considering climate change, the Government of India and many state governments continue to promote solar electricity by providing huge subsidiaries to households to install solar plants on rooftops. Our Hon'ble Prime Minister, Shri Narendra Modi, has launched a rooftop solar scheme for free electricity- "PM Surya Ghar Muft Bijili Yojana" by providing 300 units of free electricity every month on 13^th February 2024. This has opened up a vast potential for solar industries in India. Many Municipalities and Corporations are making it mandatory to install Solar Power plants on their building rooftops to reduce electricity consumption from fossil fuel sources and thereby reduce carbon footprint.

3. FINANCIAL PERFORMANCE REVIEW

The turnover of the Company for the year under review was C40533.46 Lakhs compared to C18393.22 Lakhs in the previous year. During the year under report the Turnover has increased nearly by 120% and net profit has increased by approx. 680% compared to previous year. The gross expenses incurred during the FY 2022-23 are C17868.90 Lakhs as compared to C37632.52 Lakhs in FY 2023-24.

The Consolidated turnover of the company under review was C41350.96 Lakhs as compared to C19592.07 Lakhs in the previous year. Profit before tax was C3388.58 Lakhs as compared to C529.83 Lakhs and Net profit for the year was C2655.96 Lakhs as compared to C373.82 in the previous year.

Our company's mission is to facilitate the transition to clean and sustainable energy by providing high-quality and cost-effective solar modules that harness the energy of the sun to power the world. This mission contributes to a reduction in greenhouse gas emissions and fossil fuel dependence. We place a strong emphasis on understanding our customers' needs and offering innovative solutions, ensuring that we not only meet but exceed their expectations. This commitment to customer satisfaction is what drives our long-term business relationships at all levels. Our company thrives on providing development support on leading-edge technologies for the solar power industry. The technologies we use are indigenously developed and rigorously tested to ensure the highest degree of safety and customer satisfaction. Our main strategy is to provide our clients with low-cost, high-quality, and swift delivery services, ensuring that we are always there when they need us.

4. TRANSFER TO RESERVES

The board has decided to transfer entire profit i.e., C2905.24 Lakhs during the year to reserve account for the further expansion of business.

5. DIVIDEND:

The Company doesn't declare or paid any dividend for the Financial Year 2023-24. Due to requirement of funds to carry on the business operations, the director does not recommend any further dividend.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, the company has altered its object clause in the Memorandum of Association for the purpose of achieving growth and expansion for which company has passed a Special Resolution in the General Meeting held on 30^th September, 2023 but the nature of business of company remains the same i.e., Solar Power Industry.

8. SHARE CAPITAL

a) AUTHORISED CAPITAL AND PAID-UP SHARE CAPITAL

The Authorized share capital has increased from ?6,00,00,000 (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakhs) equity shares having a face value of ?10/- each to ?25,00,00,000 (Rupees Twenty-Five Crores only) divided into ? 2,50,00,000 (Two Crore Fifty Lakhs) equity shares having a face value of ?10/- each by passing Special Resolution in the Extra Ordinary Meeting held on 16^th August, 2023.

The Issued, Subscribed and Paid-up capital of the Company as on March 31,2024 C24,47,34,000.

b) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review.

c) PREFERENTIAL ISSUE

During the Financial Year no shares were issued under any Preferential Issue.

d) RIGHT ISSUE

During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.

e) BUY BACK OF SHARES

The Company has not bought back any of its securities during the year under review.

f) SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review.

g) BONUS SHARES

The company has issued 1,19,95,600 equity shares of C10/- each pursuant to Bonus share by passing a Special Resolution in the Extra Ordinary Meeting held on 27^th October, 2023 in the ratio of 2:1.

h) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There was no provision of money made by the company for purchase of its own shares by employees or by trustees for the benefit of employees.

i) SPLITTING/SUB DIVISION OF SHARES

No splitting/ sub division of shares was done during the financial year 2023-24.

j) EMPLOYEES STOCK OPTION PLAN

The Company has not issued any type of employee stock options during the year under review.

k) FURTHER ISSUE OF SHARES THROUGH INITIAL PUBLIC OFFER AND LISTING OF SHARES Issue of Equity Shares through IPO:

Paid up Capital of the company was increased during the year under review through Initial Public Issue of 64,80,000 Equity Shares (Face Value of C10/- Each) at a Price of C115/- Per Equity Share (Including a Share Premium of C105/- Per Equity Share), Aggregating C 74,52,00,000 Lakhs.

9. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors

The members of the Company's Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.

The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act"). The Board of Directors has an optimum combination of Executive, NonExecutive and Independent Directors. As on 31^st March, 2024, the Company has Six Directors.

As on 31^st March, 2024, The Board of company consists of Six (6) Directors. The composition and category of Directors is as follows:

Key Managerial Personnel of the Company

As on 31^st March, 2024 the Key Managerial Personnel of the Company consists of the following:

Directors Liable to retire by rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Ms. Monica Sehgal, Whole-time Director who retires by rotation and being eligible to get re-appointed as Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

Meetings of Independent Directors.

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors Meeting of the Company was held on 20.10.2023 and 15.02.2024. During the meetings, the Independent Directors considered the following:

• Review of Audit Procedure

• Review of Half-Yearly Standalone Financials

• Review and Approval of Consolidated Financials

• Discussion of Internal Controls

• Review of Compliance Issues

• Ratification of Related Party Transactions entered into in the Financial Year 2023-24

• Utilization of IPO Funds Raised for General Corporate Purpose.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programs by Chairman, Managing Director and Senior Management. Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of NonIndependent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

All Independent Directors were present at the meetings of Independent Directors held on 20.10.2023 and 15.02.2024. Declaration By Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of 'Independent Director' as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting of the Board of Directors:

The Company has combination of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management.

The Board meet 19 (Nineteen) times during the year and the details of the Board meeting and Attendance of Directors are as follows:

i. Committee Formed:

During the year under review following committees where formed:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationships Committee

d. Corporate Social Responsibility Committee.

The details of all the Committees of the board along with their composition and meetings held during the year are as under:

a. Audit Committee

The Company has constituted the committee as per the provision of Section 177 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 177 of the Companies Act, 2013.

b. Nomination and Remuneration Committee

The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2023.

During the year 01 (one) meetings of committee were held, the dates which is 24^th November, 2023.

c. Stakeholders Relationships Committee

The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2023.

d. Corporate Social Responsibility Committee

The Company has well-defined CSR Policy which is made as per the requirements of Section 135 of the Companies Act, 2013 and company has approved such policy in the CSR meeting held on 24^th November, 2023.

Composition of Corporate Social Responsibility Committee as per the Board meeting held on 27^th October, 2023.

The Company has contributed its CSR amount in Educational, Healthcare, food and welfare of School Children via “We Can Learning Resource Institute" which is an autonomously governed public private initiative registered as a Society under Societies Registration Act, 1860.

Corporate Social Responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 including salient features mentioned under outline of Company's CSR policy forms part of this Report as Annexure - III and also available for the access at the https://www. alpexsolar.com/.

During the year 01 (one) meetings of committee were held, the dates which is 24^th November, 2023.

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-X.

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the company with related parties during financial year 2023-24 (including any material modification thereof), were in the ordinary course of business and on an arm's length basis and were carried out with prior approval of the board. Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is part of the Board Report in Annexure-IV is annexed to this report.

14. POLICY RELATED TO DIRECTORS' APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has established a Policy for the appointment and remuneration of Directors, which outlines the criteria for determining qualifications, performance evaluations, and other aspects concerning Independent Directors, the Board, Committees, and individual Directors. This includes performance evaluation criteria for both non-executive and executive directors. The Company's Nomination & Remuneration Policy, which covers the appointment, remuneration, qualifications, positive attributes, independence of Directors, and other related matters, is attached as Annexure-V to this Report. It is also available on the Company's website at the following link: https://alpexsolar.com/. We affirm that the remuneration paid to the Director's is as per the terms laid out in the nomination and remuneration policy of the Company.

15. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-XII.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

16. HUMAN RESOURCES

The Company values its employees as its most important assets and understands that its growth depends on attracting and retaining talented individuals. Recognizing the importance of developing employees' skills, the Company provides training opportunities to help them excel and contribute to business objectives.

The Company is committed to maintaining an inclusive and supportive work environment, respecting universal human rights, and partnering with businesses that share these values. Equal opportunities, safe and healthy workplaces, and environmental protection are prioritized at all levels

As an equal opportunity employer, the Company does not discriminate based on race, religion, nationality, gender, age, or any other factor unrelated to job performance. Additionally, the Company is dedicated to enhancing the well-being of neighboring communities through educational, cultural, and social initiatives.

Employees of the company are its most precious assets. The company promotes and practices progressive HR policies to

encourage, motivate and attract as well as retain quality professionals. As on 31^st March, 2024, we have the total strength of 211 employees in various department as per the below details:

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-VI to this Report.

18. INTIMATION OF SUBSIDIARY/JV/ASSOCIATE COMPANY ALONG WITH PERFORMANCE AND FINANCIAL POSITION

The Company does not have any joint venture companies; however, the company has Alpex Exim Private Limited as the subsidiary on or before 30^th September, 2023 which is not a subsidiary as on date due to transfer of shares to Mr. Ashwani Sehgal.

During the period under review, the company has three associate companies i.e., Scan International Private Limited on or before 21^st September, 2023 which is not an Associate Company as on date, the remaining companies are CER Rooftop Private Limited and Krishma Machine Tools Private Limited.

Apart from above, no other Company has become or ceased to be Subsidiary, Associate or Joint Venture of the Company during the Financial year 2023-24.

A separate report on performance and financial position of the subsidiary and associates' company, included in the consolidated financial statement pursuant to Section 129(3) of the Companies Act, 2013 is given in form AOC-1 as Annexure-VII, forming part of the Board Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure-VIII.

20. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:

a) a) In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

21. AUDITORS AND AUDIT REPORT STATUTORY AUDITOR

M/s Seth & Seth, Chartered Accountant (ICAI Registration No 014842N.) (Peer Review Certificate No.: 016316) was appointed as the Statutory Auditor of the Company in the Annual General Meeting held on 30^th September, 2021 upto the conclusion of 33^rd Annual General Meeting of the Company. (For the financial year 2021-22 to 2025-26).

A Certificate from auditors has been received to the effect that their appointment, if made, would be in accordance with Sec 139 (1) of the Companies Act, 2013 ('the Act') and they are not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013.

Pursuant to Companies (Amendment) Act, 2017 effective from 07^th May, 2018, the company is not required to place the matter relating to ratification of Statutory Auditors by members at every annual general meeting. Hence the same is noted accordingly.

The Statutory Auditors' Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their report do not contain any qualification, reservations, adverse remarks or disclaimers. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDITOR AND AUDITORS' REPORT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly the company has appointed M/s Vishal Mishra & Associates, Company Secretaries (ICSI Unique Code: S2023DE911800) a peer reviewed firm, to act as the Secretarial Auditor.

The Secretarial Auditors' Report for financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure - II to the Board's report, which forms part of this Integrated Annual Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s. Ram C. Kapoor & Associates (Firm Reg 007537N) the Internal Auditors of the

Company. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors. The Board of Directors of the Company has appointed Ram C. Kapoor & Associates to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2023-24.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules framed thereunder, During the year under review, the Board of Directors had appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration No. 000010), as Cost Auditors of the Company for the financial year 2023-24 to audit the cost records for the financial year ended March 31,2024.

The Cost Audit Report for the year ended March 31,2024 does not contain any qualification, reservation and adverse remark..

22. RISK MANAGEMENT POLICY:

The company is having adequate risk management procedures commensurate with the size of the Company and the nature of its business. With regard to the element of risk, there is no element of risk in the opinion of the Board which may threaten the existence of the Company. the Board of Directors at its meeting held on August 23, 2024 adopted Risk Management Policy. The said Policy is uploaded on the website of the Company at https://www.alpexsolar.com/

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As required under Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 the Company has in place proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company in their Audit Committee meeting held on 01^st November, 2023 has made a detailed discussion on internal controls, emphasizing the importance of robust control mechanisms in safeguarding company assets and mitigating risks and further approved the Internal Audit Service progress report on Internal Audit Plan for financial year 2023-24.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the period under review, the Company is working to achieve its objective for upgradation & expansion of existing solar module manufacturing facility from 450MW to 1200MW by increasing additional capacity of 750MW, which will be completed within the timeframe specified during the IPO.

The company has recently acquired a land in Kosi Kotwan, Uttar Pradesh for setting up a new production line with a capacity 1.2 GW.

The land parcel will be used to build a manufacturing facility for solar panels and modules. This land will also be used to establish a new plant for the Aluminum Frame Project, being relocated from the initially planned site due to inadequate space.

25. DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the Financial Statement or Annual Report has been made during Financial Year 2023-24 for any of the three preceding Financial Years.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURT/ TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

27. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

28. ANNUAL RETURN

Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3) of the Companies Act, 2013, for the financial year ended March 31, 2024 is hosted on the website of the company and can be accessed at https://alpexsolar.com/

29. LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company has neither provided/given any loan, guarantee during the year stated below under review.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) read with the all Circulars passed hereunder.

31. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company is committed to being an equal opportunity employer and strongly believes in providing opportunities and key positions to women professionals. We are dedicated to supporting women in the workplace by ensuring a safe, healthy, and conducive working environment. To achieve this, the Company has implemented comprehensive policies aimed at addressing and ensuring safe working conditions for women.

The Company maintains a zero-tolerance stance on sexual harassment in the workplace. To reinforce this commitment, we have adopted a policy on the prevention, prohibition, and redressal of sexual harassment, in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and its associated rules by the board of directors in its meeting held on August 23, 2024

• Summary of Sexual Harassment Complaints for the Year 2023-24:

• Number of Complaints at the Beginning of the Financial Year: NIL

• Number of Complaints Disposed of During the Year: NIL

• Number of Complaints Pending at the End of the Financial Year: NIL

• Nature of Action Taken by the Company: Not Applicable

32. CODE OF CONDUCT

The Board of Directors has implemented an Insider Trading Policy in line with the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This policy outlines the procedures and guidelines to be adhered to, as well as the disclosures required when trading the Company's shares. It also details the consequences of any violations. The policy is designed to regulate, monitor, and ensure proper reporting of transactions by employees, while upholding the highest ethical standards in the handling of the Company's shares.

The Insider Trading Policy, which includes the code of practices and procedures for fair disclosure of unpublished price-sensitive information and the code of conduct for preventing insider trading, can be accessed on the Company's website at https://alpexsolar.com/

Code of Conduct to regulate Monitor and Report Trading by Insiders

The Company holds various pieces of information that are both important and price-sensitive, requiring strict confidentiality. Unauthorized disclosure of such information could harm the Company's reputation. The term "insider" includes all individuals associated with the Company, including employees. Therefore, the Company has implemented a policy that applies to all employees and Key Managerial Personnel (KMP), prohibiting the disclosure of confidential information that could impact the Company's performance.

This policy is accessible on the Company's website at https://alpexsolar.com/

Code of Conduct for the Board of Directors and Senior Management

Senior management and the Board of Directors are required to adhere to a specific code of conduct, which mandates compliance with applicable laws and regulations to ensure good governance and uphold business ethics. This code outlines their responsibilities and accountability towards the Company.

The Company's policy on this matter is available for review at the following link: https://alpexsolar.com/

33. INVESTOR GRIEVANCE REDRESSAL

Throughout the financial year under review, all investor grievances were reported promptly, and timely resolutions were provided to the investors. As of March 31,2024, there were no outstanding complaints against our Company, as confirmed by the certificate provided by our Registrar and Transfer Agent (RTA).

34. POLICIES ADOPTED BY THE COMPANY

Code of Conduct to Regulate, Monitor, and Report Trading by Insiders

The Company holds various pieces of information that are crucial and price-sensitive, and such information must be kept confidential. Unauthorized disclosure of this information could damage the Company's reputation. The definition of an "insider" includes all persons associated with the Company, including all employees. The policy regulating this is designed to prevent the disclosure of confidential information that could impact the Company's performance. This policy is applicable to all employees and Key Managerial Personnel (KMP) and ensures they do not disclose sensitive information. The policy can be accessed on the Company's website at: https://alpexsolar.com/.

Code of Conduct for the Board of Directors and Senior Management

A specific Code of Conduct is required for senior management, including the Board of Directors. This code mandates compliance with applicable rules and laws to uphold good governance and business ethics. It outlines their responsibilities and accountability towards the Company. The policy detailing these expectations is available for review on the Company's website at: https://alpexsolar.com/.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) encompasses the Company's efforts to contribute to societal welfare. While CSR is mandatory under certain provisions of the Companies Act, 2013, it also offers the Company an opportunity to enhance its social impact and improve its public image. The CSR policy aims to create social awareness and outlines the Company's obligations towards society. For more details, the CSR policy can be accessed at: https://alpexsolar.com/.

Familiarization Programme for Independent Directors

Under the Familiarization Programme, all Independent Directors (IDs) inducted into the Board receive an orientation. This includes presentations by Executive Directors (EDs) and Senior Management to provide an overview of the Company's operations. The orientation covers the Company's products, group structure, subsidiaries, board constitution, procedures, matters reserved for the Board, and major risks along with risk management strategies. This policy also includes ongoing updates on the Company's operations and projects. The policy on the Company's Familiarization Programme for IDs is available at: https://alpexsolar.com/.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy, approved by the Board based on the Nomination and Remuneration Committee's recommendations, is designed to ensure that remuneration levels are competitive and sufficient to attract, retain, and motivate high-quality Directors and employees. The policy clarifies the relationship between remuneration and performance with clear benchmarks. It balances fixed and incentive pay to reflect both short-term and long-term performance objectives appropriate to the Company's goals. The policy can be accessed at: https://alpexsolar.com/

Determination of Materiality of Information & Events

In the context of being a listed entity, the Company recognizes the need to disclose material information to investors. This policy governs the determination of what constitutes material events and ensures timely disclosure to investors. The policy specifies how the Company identifies and discloses material information that is essential for investors. For more information, the policy is available at: https://alpexsolar.com/

Preservation of Documents

The preservation of corporate records must adhere to the requirements set out under relevant laws. The policy for the safekeeping and management of these documents ensures compliance with legal obligations. Details of this policy can be accessed on the Company's website at: https://alpexsolar.com/

Policy on Related Party Transactions

The Policy on Related Party Transactions establishes materiality thresholds and procedures for transactions between the Company and its related parties. It aims to ensure transparency and compliance with legal requirements. The policy provides guidelines for managing these transactions effectively. For further details, the policy is available at: https://alpexsolar.com/

Terms and Conditions for Appointment of Independent Directors

Independent Directors play a crucial role on the Board, as outlined in Schedule IV of the Companies Act, 2013. They are skilled, experienced, and knowledgeable individuals whose presence enhances the Board's decision-making capabilities. The policy detailing the terms and conditions for their appointment is essential for guiding the Board in selecting and appointing Independent Directors. This policy is available for review on the Company's website at: https://alpexsolar.com/

Archival Policy

The Archival Policy governs the retention and archiving of corporate records. These records, created by employees, are critical for transparency and historical reference. According to this policy, any material information related to the Company will be hosted on the Company's website for investors and the public, and will remain accessible for a period of five years. The policy can be accessed here: https://alpexsolar.com/.

Code of Conduct for Independent Directors

Independent Directors, who have no material relationship with the Company, are required to follow a specific Code of Conduct to ensure impartiality and objectivity in their oversight. This Code outlines their duties and responsibilities, ensuring their activities align with the Company's standards and ethics. The policy governing the Code of Conduct for Independent Directors is available at: https://alpexsolar.com/.

Risk Assessment and Management

Risk management is integral to business operations, aiming to identify, assess, and mitigate risks that could negatively impact the organization. The Company follows a structured approach to risk forecasting and management to minimize potential threats. The policy related to risk assessment and management can be reviewed on the Company's website at: https:// alpexsolar.com/.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(10) of the Companies Act, 2013 and rules framed thereunder, during the year under review, the

Board of Directors adopted the Vigil Mechanism/Whistle Blower Policy during its meeting on August 23, 2024. This policy is designed to promote ethical behavior and provide a mechanism for reporting concerns. The Whistle Blower Policy can be accessed on the Company's website at: https://alpexsolar.com/.

36. CHANGE IN THE NAME OF THE COMPANY

On September 01,2023, our company transitioned from a Private Limited to a Public Limited entity, following the necessary approvals. Concurrently, the company name was changed from Alpex Solar Private Limited to Alpex Solar Limited. Throughout the financial year, there have been no further changes to the company's name.

37. DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

I confirm and declare that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended March 31,2024. This affirmation is detailed in Annexure-IX of this report.

38. DEPOSITORY PARTICIPANT

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

39. LISTING ON STOCK EXCHANGE

The Company got its shares listed on the SME Platform of NSE i.e., NSE Emerge on 15^th February, 2024.

40. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

During the period under review, no frauds were reported by the auditors of the company under section 143(12) of the Companies Act, 2013

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under review the Company has not made any applications and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement of disclosure of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable during the period under review.

43. BOARD EVALUATION

In accordance with the Companies Act, 2013, the Board of Directors has established a process for evaluating its performance and that of individual Directors. This annual evaluation focuses on various criteria, including Board composition, structure, the effectiveness of Board processes, and the flow of information. The performance of individual Directors is assessed based on attendance, participation in meetings, adherence to ethical standards, and overall contribution to the Board's discussions.

To carry out this evaluation, Board members completed questionnaires that addressed these criteria. The feedback collected

was then reviewed and discussed in a Board meeting. The results indicated a high level of commitment and engagement from both the Board and its members.

Additionally, the evaluation considered the quality, quantity, and timeliness of information provided by the Company's Management to the Board, which is crucial for the Board to perform its duties effectively.

In line with Paragraph VII of Schedule IV and Section 149(8) of the Companies Act, 2013, the Board regularly holds separate meetings with Independent Directors. These meetings are designed to update them on key business issues, new initiatives, and changes in the industry. During these sessions, Executive Directors and other Management members present relevant information. The most recent meeting with Independent Directors was held on 15^th February, 2024 with full attendance from all Independent Directors.

This structured approach ensures that the Board remains effective and well-informed, supporting its ability to make sound decisions and maintain high governance standards.

44. ISO CERTIFICATION AND RECOGNITION

The Company is an ISO 9001:2015 (Quality Management System), ISO 45001:2018 (Occupational Health and Safety Management System) and ISO 14001:2015 (Environmental Management System) in the area of Manufacturing and Assembly of Solar Photo Voltaic Modules/Panels, Solar Power Generating systems (Covering off Grid, on Grid & Hybrid Solar Power Plants), Solar Pumping Systems.

45. ACKNOWLEDGEMENTS

Our directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company's affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.