డైరెక్టర్ల నివేదిక Aluwind Infra-Tech Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is our immense pleasure in presenting 22^nd Annual Report on the business and operations
together with the Audited Financial Statements for the year ended 31^st March 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on 31^st March 2025, are prepared in accordance with the relevant applicable
Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below: (Amount in Lakhs)

Particulars	2024-25	2023-24
Income
Revenue from operations	10,922.48	8,342.71
Operational revenue	10,922.48	8,342.71
Expenses
Cost of Materials Consumed	8,274.36	5,819.99
Changes in inventory of finished goods, work-in-progress and Stock-in-Trade	(663.84)	25.13
Employee benefit expenses	1,477.15	833.81
Other Expenses	636.32	483.11
EBITDA (Earnings Before Interest Depreciation & Tax)	1,198.49	1,180.66
Depreciation & Amortization	110.00	94.16
EBIT (Earnings Before Interest and Tax)	1,088.49	1,086.50
Finance Cost	(120.14)	(80.37)
Add: Other Income	130.00	16.76
Profit Before Tax	1,098.34	1,022.88
Tax Expense	286.21	268.42
Profit/(Loss) After Tax	812.14	754.46
Earning Per Equity Share
Basic	3.27	4.13
Diluted	3.27	4.13

2. STATEMENT OF COMPANY’S AFFAIRS:

The Company is engaged in the business of fabrication
and installation of Aluminium Windows-Doors, Curtain
Walls, Cladding and Glazing System to cater Architects,
Consultants, Builders, Institutions and Corporates. There
has been no change in the business activity carried out by
the Company during the financial year 31^st March 2025.

The financial performance during the FY 2024-25 are as
under:

The Company delivered a strong financial performance
during the year ended 31st March 2025, backed by
increased execution of high-value projects and a robust
order book. The Revenue from Operations for the year stood
at INR 10,922.48 lakhs representing a growth of 31% over
the previous year’s revenue of INR 8,342.71 Lakhs.

This increase is primarily attributed to the successful
and timely delivery of multiple large-scale fapade and
architectural infrastructure projects. Other Income for the

year was INR 130 Lakhs as against INR 16.76 Lakhs in FY
2023-24 leading to a total income of INR 11,052.47 Lakhs
up from INR 8,359.47 Lakhs in the previous year.

The EBITDA for FY 2024-25 stood at approximately
INR 1,328.48 Lakhs demonstrating strong operational
profitability. The Company reported a Profit Before Tax (PBT)
of INR 1,098.34 Lakhs as compared to INR 1,022.88 Lakhs
in FY 2023-24, showing a growth of over 7.3%.

The Profit After Tax (PAT) for FY 2024-25 increased to INR
812.14 Lakhs, up from INR 754.46 Lakhs in FY 2023-24,
registering a year-on-year growth of 7.7%. The increase
in Profit After Tax (PAT) during FY 2024-25 is primarily
attributed to the Company’s successful execution and
delivery of several projects. This not only contributed to
higher revenue but also improved operational efficiencies,
resulting in enhanced profitability for the year.

3. TRANSFER TO RESERVE:

The Board of Directors has not transferred any amount to
reserves for the financial year ended 31^st March, 2025. The
entire profit for the financial year 2024-25 has been retained
in the retained earnings under the Profit & Loss Account.

4. DIVIDEND:

Considering the Company’s ongoing expansion and the
growing scale of operations, along with the need to meet
its working capital requirements, the Board of Directors do
not recommend any dividend on the equity shares for the
financial year 2024-25.

To ensure transparency in the declaration of dividends and
to safeguard the interests of shareholders, the Company
has adopted a Dividend Distribution Policy since the
listing of its equity shares. The policy is available on the
Company’s website at https://aluwind.net/policies/.

As the Company has not declared any dividend in the
past, there is no unpaid or unclaimed dividend that falls
under the provisions of Section 124(5) of the Companies
Act, 2013, requiring transfer to the Investor Education and
Protection Fund (IEPF) maintain and administer by the
Central Government.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
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:

There have been no 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 this report, which forms part of this report.

6. CHANGE IN THE NATURE BUSINESS:

There has been no change in the nature of business of the
Company in the financial year under review.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE:

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company’s
operations in future.

8. MATERIAL EVENT:

A. INITIAL PUBLIC ISSUE (IPO):

During the year, the Company successfully issued
66,00,000 Equity Shares of INR 10/- each at an issue
price of INR 45/- per Equity Share, representing 4.5
times the face value. The Company’s Initial Public
Offering (IPO) received an overwhelming response,
particularly from High Net-Worth Individuals (HNIs)
and retail investors.

The Board places on record its sincere appreciation and
gratitude to all stakeholders, including the Securities
and Exchange Board of India (SEBI), the National Stock
Exchange (NSE), the Lead Manager, Depositories, legal
advisors, consultants, statutory auditors, and the
employees of the Company, whose collective efforts
played a vital role in the successful completion of the
IPO.

The company has received trading approvals from
National Stock Exchange, NSE EMERGE on 08^th
April 2024 and the company officially listed on NSE
EMERGE on 09t^h April 2024. The Issue was made in
accordance with SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended from
time to time. The IPO’s success is a testament to the
stakeholders’ trust and confidence in the Board and
Management of the Company.

B. CHANGE OF NAME OF THE COMPANY FROM
ALUWIND ARCHITECTURAL LIMITED TO ALUWIND
INFRA-TECH LIMITED:

During the year under review, the Company made
an application to the Registrar of Companies (ROC),
Mumbai for change of its name from Aluwind
Architectural Limited to Aluwind Infra-Tech Limited.
The ROC has approved the application and issued a
Fresh Certificate of Incorporation dated 16^th April 2025.
The change in name reflects the Company’s broader
strategic vision and expansion into infrastructure
and technology-oriented projects. There has been no
change in the core business activities of the Company
pursuant to the change of name.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March 2025 are as under:

Sno	Name of Directors/KMP	Date of Appointment/ Change in Designation	Current Designation
1.	Murli Manohar Ramshankar Kabra	04th January 2024	Managing Director
2.	Jagmohan Ramshankar Kabra	24th January 2024	Executive Director
3.	Rajesh Kabra	24th January 2024	Executive Director
4.	Santosh Kumar Rathi	04th January 2024	Non- Executive Independent Director
5.	Aruna Bangur	04th January 2024	Non- Executive Women Independent Director
6.	Kiran Shankar Shetty#	13th November 2024	Non- Executive Independent Director
7.	Varsha Amrutlal Shah	04th January 2024	Chief Financial Officer
8.	Harsh Singh Solanki##	13th November 2024	Company Secretary & Compliance Officer

C. INCORPORATION OF ALUWIND CLEAN TECH PRIVATE
LIMITED:

As a part of the expansion of the business of the
company, your Company has incorporated a subsidiary
Company viz Aluwind Clean-Tech Private Limited
incorporated on 21^st May 2025. The newly incorporated
Company shall carry out the business of providing
comprehensive cleaning and maintenance solutions
for windows, facades, buildings and infrastructure
projects using both traditional systems and advanced
technologies.

9. SHARE CAPITAL:

Authorized Share Capital:

The authorized share capital of the Company is
INR 24,99,00,000 divided into 2,49,90,000 Equity Shares of
INR 10 each as on 31^st March 2025.

Issue, subscribed and paid-up capital of the Company:

The Issued, subscribed and paid up- capital of the Company
is INR 24,84,74,200 divided into 2,48,47,420 Equity Shares
of INR 10/- each as on 31^st March 2025.

ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE:

a. Buy Back Of Securities: - The Company has not bought
back any of its securities during the year under review.

b. Sweat Equity: - The Company has not issued any Sweat
Equity Shares during the year under review.

c. Bonus Shares: - The Company has not issued any
Bonus Shares during the year under review.

d. Employees Stock Option Plan: - During the financial
year 2024-25, the Company had not implemented any
Employee Stock Option Scheme (ESOP). However,
subsequent to the end of the financial year and as
on the date of this report in FY 2025-26 the Company
has launched an ESOP Scheme for the benefit of its
employees.

e. Initial Public Offer: During the year, the Company
successfully issued 66,00,000 Equity Shares of INR
10/- each at an issue price of INR 45/- per Equity Share.
The said 66,00,000 Equity Shares were successfully
subscribed by the public and Company has made
allotment of equity shares on 05^th April 2024. The entire
Paid-up Equity shares of the Company was then listed
at Emerge Platform of National Stock Exchange of India
Limited.

f. Issue of Equity Shares with differential rights as to
dividend, voting or otherwise: The Company has not
issued any equity shares with differential rights as to
dividend, voting or otherwise.

g. Issue of Equity shares (including sweat equity shares)
to employees of the company under any scheme: The
Company has not issued any shares (including sweat
equity shares) to employees of the Company under any
scheme.

10. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE:

The Company had raised funds through Initial Public Offer
(IPO) and the equity shares are listed on EMERGE Platform
of National Stock Exchange of India Ltd. The proceeds of
aforesaid issue is being utilized, for the purpose for which
it was raised by the Company in accordance with the terms
of the issue as mentioned in Prospectus. There was no
deviation(s) or variation(s) in the utilization of public issue
proceeds from the objects as stated in the prospectus
issued by the Company.

During the year ended 31st March 2025, the Company
had an unutilized balance of INR 5.67 Lakhs from the IPO
proceeds. This amount has been fully utilized as on the
date of this report. The company has filled the Statement of
Deviation with the Stock Exchange in accordance with the
provisions of the SEBI regulations.

11. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public
falling within the ambit of section 73 and Section 76 of the
Act, read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence 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.

12. ANNUAL RETURN:

The Annual Return for Financial Year 2024-25 as per
provisions of the Companies Act, 2013 and Rules thereto,
is available on the Company’s website https://aluwind.net/
investor-relations/

13. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES:

Your Company does not have any Holding, Subsidiary,
Joint venture or Associate Company as on 31^st March
2025. During the financial year under review, there are no
companies which has become or ceased to be Subsidiary,
Joint Venture and Associate Companies.

However, as part of the expansion of the business of the
company your Company has incorporated a subsidiary viz
Aluwind Clean Tech Private Limited on 21^st May 2025. Since
the Company has been incorporated after the closure of
financial year and hence a separate statement containing
the salient features of Financial Statement of subsidiary in

the prescribed format AOC-1 is not required to be append
to the Board’s report.

During the financial year ended 31^st March 2025, the
Company does not have any Joint Venture and Associate
Companies.

14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE COMPNIES ACT,2013:

The particulars of loan given, investments made, guarantees
given and securities provided covered under the provisions
of Section 186 of the Companies Act, 2013 are provided in
the notes to the Financial Statements.

15. POSTAL BALLOT:

The Company has passed a Special Resolution through
postal ballot for changing its name from Aluwind
Architectural Limited to Aluwind Infra-Tech Limited, in
accordance with the provisions of Sections 108 and 110 of
the Companies Act, 2013 read with Rules 20 and 22 of the
Companies (Management and Administration) Rules, 2014.
The requisite disclosures and intimations as applicable
have been duly submitted to the Stock Exchange(s) from
time to time.

CHANGE IN DIRECTOR IN KEY MANAGERIAL PERSONNEL:

#Mr. Kiran Shankar Shetty was appointed as a Non-Executive
Independent Director of the Company on 13^th November 2024
and Ms. Yogita Dharmendra Poriya resigned from the position of
Non-Executive Independent Director on 27^th December 2024.
##Mr. Harsh Singh Solanki was appointed as the Company
Secretary & Compliance Officer of the Company on
13^th November 2024 and on 12^th November 2024, Ms. Shripriya
Mishra resigned from the position of Company Secretary &
Compliance Officer of the Company.

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE COMPNIES
ACT,2013PARTIES UNDER SECTION 188(1) OF THE
COMPNIES ACT,2013:

With reference to Section 134(3)(h) of the Act, all contracts,
and arrangements with related parties under Section 188(1)
of the Act, entered by the Company during the financial
year, were approved by the Audit Committee and wherever
required, also by the Board of Directors.

No contract or arrangement required approval of
shareholders by a resolution. Further, during the year, the
Company had not entered into any contract or arrangement
with related parties which could be considered ‘material’
(i.e. transactions entered into individually or taken together
with previous transactions during the financial year.

Since, all the related party transactions that were entered
into during the financial year 2024-25 were on an arm’s
length basis and were in the ordinary course of business
and there was no material related party transaction entered
by the Company during the year as per Related Party
Transactions Policy.

There were no materially significant related party
transactions which could have potential conflict with
interest of the Company at large. Members may refer to the
Notes to the Financial Statements for detailed disclosure
of related party transactions as required under applicable
accounting standards.

Director Liable to retire by Rotation:

In accordance with section 152(6) of the Companies Act,
2013 and in terms of Articles of Association of the Company
Mr. Rajesh Kabra (DIN: 00178688) Executive director of the
Company, retires by rotation and being eligible; offers himself
for re-appointment at the forthcoming Annual General Meeting.
The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, has recommended
their re-appointment. Details of the Directors retiring by
rotation and seeking reappointment have been furnished in the
explanatory statement to the notice of the ensuing AGM.

AH the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable
regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act,
2013.

18. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS:

During the Financial Year 2024-25, the Company convened 5 (Five) meetings of its Board of Directors in accordance with the
provisions of Section 173 of the Companies Act, 2013. The Company has duly complied with the applicable provisions of
the Companies Act, 2013 and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of
Company Secretaries of India (ICSI).

Name of the Director	Board Meeting
Meeting date	05.04.2024	29.05.2024	29.08.2024	13.11.2024	05.02.2025
Murli Manohar Kabra	y	y	y	y	y
Jagmohan Kabra	y	y	y	y	X
Rajesh Kabra	y	y	y	y	y
Santosh Kumar Rathi	y	y	y	y	y
Aruna Bangur	y	y	y	y	y
Kiran Shankar Shetty (Appointed with effect from 13th November 2024)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	y
Yogita Poriya (Resigned with effect from 27th December 2024)	y	y	y	y	Not Applicable

Name of the Committee Member	Audit Committee Meeting
Meeting date	05.04.2024	29.05.2024	28.08.2024	13.11.2024
Santosh Kumar Rathi ©	y	y	y	y
Aruna Bangur	y	y	y	y
Murli Manohar Ramshankar Kabra	y	y	y	y
*Kiran Shankar Shetty (Appointed with effect from 13th November 2024	Not Applicable	Not Applicable	Not Applicable	Not Applicable

©-Chairman of the Committee

*The Audit Committee was reconstituted on 13^th November 2024, with Mr. Kiran Shankar Shetty inducted as a member. All
recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors.

The details of the composition of the Committee including the details of meeting attended by the members are as under:

Name of the Committee Member	Nomination and Remuneration Committee Meeting
Meeting date	29.05.2024	13.11.2024
Santosh Kumar Rathi ©	y	y
Aruna Bangur	y	y
Yogita Poriya (Resigned with effect from 27th December 2024)	y	y
*Kiran Shankar Shetty (Appointed with effect from 13th November 2024)	Not Applicable	Not Applicable

©-Chairman of the Committee

*The Nomination Remuneration Committee was reconstituted on 13^th November 2024, with Mr. Kiran Shankar Shetty inducted
as a member.

19. CORPORATE GOVERNANCE:

The Equity Shares of the Company are listed on the SME
Platform (NSE Emerge) of the National Stock Exchange
of India Limited. Pursuant to Regulation 15(2) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the provisions of
Corporate Governance as specified under Regulations
17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Para C, D, and E of Schedule V shall not
apply to the following:

a) Listed entities having paid-up equity share capital not
exceeding INR 10 crore and net worth not exceeding
INR 25 crore as on the last day of the previous financial
year;

b) Listed entities which have listed their specified
securities on the SME Exchange.

Since the Company has listed its securities on the SME
Exchange and thus falls under exemption clause (b)
above, the provisions relating to Corporate Governance
are not applicable. Accordingly, the Corporate
Governance Report does not form part of the Annual
Report for the financial year 2024-25.

20. COMPLIANCE WITH CODE OF CONDUCT:

All the Directors and KMP have affirmed that compliance
with the code of the conduct for the financial year 2024-25.
A Declaration signed by the Managing Director is included
to Annual Report.

21. COMMITTEES OF THE BOARD:

The Company has constituted the following Committees
of the Board in accordance with the provisions of the
Companies Act, 2013 and pursuant to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI LODR Regulations”) to the extent applicable.
These Committees have been formed to ensure effective
governance and compliance with the applicable statutory
requirements.

A. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the
Companies Act, 2013, the Company has duly constituted
an Audit Committee. The committee met 4 times during the
financial year 2024-25.

The details of the composition of the Committee including the
details of meeting attended by the members are as under:

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of
the Company is constituted in accordance with the
provision of Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee recommends
the appointment of Directors and remuneration of such
Directors to the Board of the Directors of the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In order to address and resolve the grievances of
stakeholders, the Company has constituted a Stakeholders
Relationship Committee in accordance with the provisions
of Section 178 of the Companies Act, 2013. The details of
the composition of the Committee including the details of
meeting attended by the members are as under

Name of the	Stakeholders Relationship
Committee Member	Committee Meeting
Meeting date	05.02.2025
Santosh Kumar Rathi ©	y
Aruna Bangur	y
Rajesh Kabra	y

©-Chairman of the Committee

D. DETAILS OF COMPLAINTS RECEIVED AND RESOLVED
DURING THE FINANCIAL YEAR 2024-25:

The Company is duly registered on the SCORES portal
of SEBI to address and resolve investor grievances and
complaints from time to time. The details of the complaints
received at scores portal during the year are as under:

Particulars	Number of Compliant
Opening as on 1st April 2024	-
Received during the year	-
Resolved during the year	-
Closing as on 31st March 2025	-

The Company has Nomination and Remuneration policy,
which provides the criteria for determining qualifications,
positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial
Personnel in accordance with the provisions of Section
178 of the Companies Act, 2013. The Nomination and
Remuneration Policy of the Company is hosted on the
Company’s website at https://aluwind.net/policies.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from
each of the 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
Companies Act, 2013 and the rules made thereunder. In the
opinion of the Board of Directors, all Independent Directors
of the Company fulfils the conditions specified in the Act
and Rules made thereunder.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company has put in place a structured familiarization
programme for its Independent Directors. Upon their
appointment, the Independent Directors are provided with
a letter of appointment detailing their roles, responsibilities,
and rights, along with copies of relevant documents and
policies to enable them to effectively discharge their duties.

24. PERFORMANCE EVALUATION OF THE DIRECTORS BY
THE INDEPENDENT DIRECTORS OF THE COMPANY:

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
and Remuneration Committee, has formulated a framework
containing, interalia, the criteria for performance evaluation
of the individual directors.

In accordance with the said framework, the Independent
Directors of the Company carried out the performance
evaluation of the Non-Independent Directors at their
meeting held on 05^th February 2025 without the presence of
the Non-Independent Directors of the Company.

25. AUDITORS AND AUDITOR’S REPORT:

A. STATUTORY AUDITOR AND THEIR REPORT

During the financial year 2024-25, the Company at
their Annual General Meeting held on 27^th September
2024 appointed M/s. R Kejriwal & Co, Chartered
Accountant (FRM: 133558W) as the Statutory Auditor
of the Company for a period of 5 consecutive year
and shall hold office till the conclusion of the Annual
General Meeting to be held in 2029.

The Auditor has also confirmed that they have
subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and
hold a valid certificate issued by the Peer Review Board
of the ICAI. The auditor submitted their Report on the
Financial Statements of the Company for the financial
year 2024-25 which forms part of this Annual Report.
There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the
Auditor in the Audit Report issued by them which
call for any explanation/comment from the Board of
Directors.

B. SECRETARIAL AUDITOR & REPORT:

The Company has appointed M/s. Pratima Gupta &
Co, Practicing Company Secretaries as the Secretarial
Auditor of the Company for the financial year ended 31^st
March 2025. The Secretarial Audit Report for the said
financial year in the prescribed form MR-3 pursuant
to the provisions of Section 204 of the Act is annexed
as Annexure-I to this report. The Secretarial Auditor’s
Report for the financial year 2024-25 does not contain
any qualification, reservation or adverse remark.

C. COST AUDIT AND REPORT:

During the year under review, in accordance with
the provisions of Section 148(1) of the Companies
Act, 2013, the Company has duly maintained the
cost accounts and cost records as prescribed by the
Central Government. During the financial year 2024¬
25, the Cost Audit is not applicable to the company.
The Board at their meeting held on 08^th August 2025
appointed of the Company for conducting the cost
audit for the financial year 2025-26. A resolution
seeking the ratification of remuneration payable to the
Cost Auditors for the financial year 2025-26 is included
in the Notice convening the ensuing Annual General
Meeting.

The Company confirms that the cost records as
required to be maintained under Section 148(1) of the
Companies Act, 2013 have been duly prepared and
maintained.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company maintains a robust internal control framework
that reflects its commitment to governance, operational
integrity, and regulatory compliance. The Company’s
internal financial controls are meticulously designed to suit
the scale, complexity, and specialized nature of its faqade
and fenestration operations. These controls form the
backbone of its risk management strategy and are regularly
reviewed and updated to align with evolving business
landscapes and statutory requirements.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors’ Responsibility Statement it is
hereby confirmed that:

a) In the preparation of the annual accounts for the year
ended 31^st March 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures.

b) The Directors have selected such accounting policies
and applied them consistently and made judgements
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 31^st March 2025 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 annual financial statements are prepared on 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.

28. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY:

The Company has established a vigil mechanism in
accordance with the provisions of Section 177 of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The
Company has also formulated a Whistle Blower Policy
to provide a framework for directors, employees to
report genuine concerns regarding unethical behaviour,
malpractices, actual or suspected fraud, violation of the
Company’s Code of Conduct, or suspected leakage of
Unpublished Price Sensitive Information (UPSI).

Under this mechanism, adequate safeguards are provided
against victimization of the whistleblower, and direct
access to the Chairman of the Audit Committee has been
made available for all

all directors, employees. The Policy is also available on
the website of the Company and can be access at https://
aluwind.net/policies/.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the Financial Year 2024-25.

30. 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:

There has been no incident of one-time settlement for loan taken from the banks/financial institutions during the year 2024-25.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively issued by the Institute of Company Secretaries of India (‘ICSI’) under Section 118
(10) of the Act for the Financial Year ended 2024-25.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required
under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy	The Company has undertaken several measures to conserve energy at its factory premises. The leased premises are equipped with energy-efficient features including the installation of advanced equipment for effective air circulation, thereby reducing reliance on conventional ventilation systems. The factory shed has been constructed at an elevated height, allowing ample natural daylight to enter during working hours, significantly minimizing the need for artificial lighting. Furthermore, the exclusive use of energy-efficient lighting, combined with proper ventilation and dedicated inlets for fresh air, reducing energy consumption.
The steps taken by the company for utilising alternate sources of energy	The Company has initiated steps towards utilising alternate sources of energy by setting up a solar panel at its factory premises. At present, the system is under research and evaluation stage to assess its efficiency, scalability, and suitability for long-term energy requirements. This reflects the Company’s commitment to explore renewable energy options and reduce dependency on conventional power sources
The capital investment on energy conservation equipment’s
TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption;		During the year, the Company has undertaken initiatives for technology upgradation through the proposed introduction of advanced CNC machining technology at its manufacturing facility. The adoption of this technology, once implemented, is expected to further strengthen automation, enhance precision, and improve productivity
The benefits derived like product improvement, cost reduction, product development or import substitution		As the imported CNC machine has not been installed in the current financial year and the benefit would not be ascertained in the current financial year.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. The details of technology imported;		Advanced CNC Machine
b. The year of import;		The company has initiated steps for import of the same in the current financial year.
c. Whether the technology been fully absorbed;		NA
d .If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and		NA
The expenditure incurred on Research and Development.		NA

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows	42.86

33. COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013:

The Company has a zero-tolerance policy towards sexual
harassment at the workplace and has implemented a robust
mechanism for prevention, prohibition, and redressal
of sexual harassment in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder.

An Internal Complaints Committee (ICC) has been duly
constituted to address any complaints pertaining to sexual
harassment at the workplace.

During the financial year 2024-25, the Company did not
receive any complaints of sexual harassment.

Further, the Nil report, duly signed by the Chairperson of the
Internal Complaints Committee (ICC), in compliance with
the POSH Act, was submitted to the concerned authority
on 31^st January 2025 for the year ended 31st December
2024.

34. COMPLIANCE WITH MATERINITY BENEFIT ACT,1961:

Pursuant to Companies (Second Amendment) Companies
Account Rules,2014 dated 30^th May 2025 the disclosure as
required are as under:

Particulars	Remarks
Details of the maternity leave provisions implemented in the organization	Yes
Information on salary and benefits extended during the maternity leave period	During the year no employee has applied for the maternity leave hence no benefits were extended under the Maternity Benefit Act,1961 Not Applicable
The Board at their meeting held on 08th August 2025 appointed

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) is
presented in a separate section forming part of the Annual
Report.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS:

The Statutory Auditor and Secretarial Auditor of the
Company have not reported any frauds to the Audit
Committee or to the Board of Directors under section
143(12) of the Act, including rules made there under.

36. CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of Section 135
of the Companies Act, 2013 and the rules made thereunder.
During the financial year 2024-25, the Company has
undertaken CSR activities in accordance with the said Policy.
The details of the CSR initiatives undertaken by the
Company during the year, in the prescribed format, are
annexed herewith as Annexure-II to this Report.

37. RISK MANAGEMENT:

The Company recognizes that risk is an inherent part of
any business activity and is committed to managing the
risks in a proactive and structured manner. Although the
provisions of Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 relating
to the constitution of a Risk Management Committee are
not applicable to SME listed companies, the Company
has adopted a Risk Management policy to identify,
assess, monitor, and mitigate various risks that could
have an adverse impact on its business operations and
performance.

The Board of Directors oversees the risk management
process and ensures that appropriate frameworks are
in place to manage strategic, operational, financial, and
compliance-related risks. The Company periodically
reviews its risk exposure and implements appropriate
mitigation measures to address any significant risks.

During the year under review, no major risks were identified
which could threaten the existence or operations of the
Company.

38. PARTICULARS OF EMPLOYEES:

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

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule 5(2)
of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is provided in a separate
Annexure- III forming part of this report.

39. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no securities lying in the Demat Suspense
Account or Unclaimed Suspense Account of the Company
maintained with the Merchant Banker. Furthermore, the
Company has initiated the process for closure of the said
account and has made an application for its closure.

40. DETAILS OF THE AGREEMENTS ENTERED BY THE
COMPANY:

The Company has leased a new industrial premises of
44,000 Square Ft in Koregoan-Bhima-Pune. The necessary
disclosure regarding the same is already given to Exchange
dated 09^th October 2024.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation for the continued support, trust, and
confidence reposed by the shareholders, investors,
customers, suppliers, business associates, and bankers in
the Company.

The Board also expresses its gratitude to the Government
authorities, regulatory bodies, and stock exchanges for
their valuable guidance and continued support.

The Directors also take this opportunity to thank all the
employees of the Company for their hard work, dedication,
and commitment, which has been instrumental in achieving
the Company’s performance and growth during the year.

The Board looks forward to the continued support of all
stakeholders in the journey ahead.

For Aluwind Infra-Tech Limited

(Formerly known as Aluwind Architectural Limited)

Sd/- Sd/- Sd/-

Murli Manohar R.Kabra Rajesh Kabra Jagmohan R.Kabra

Managing Director Director Director

DIN:00178667 DIN:00178688 DIN: 08247152

Sd/- Sd/-

Varsha A. Shah Harsh Singh Solanki

Chief Financial Officer Company Secretary and Compliance Officer

ICSI Membership No A64393

---

Mar 31, 2024

On behalf of the Board of Directors, it is our immense pleasure in presenting Twenty First (21st) Annual Report on the business and operations together with the Audited Financial Statements for the year ended 31st March 2024.

1. FINANCIAL UPDATE AND THE STATE OF THE COMPANY''S AFFAIRS

The key highlights of the financial results of your Company for the financial year ended 31st March 2024 and comparison with the previous financial year are summarized below:

Particulars	FY 2023-24	FY 2022-23
Income
Revenue from Operations	8,342.71	4,903.38
Other Income	16.76	13.90
Total Income	8,359.47	4,917.28
Profit before Depreciation, Interest and Tax	1,197.41	499.90
Less: Depreciation and amortization expense	(94.16)	(78.81)
Less: Finance Cost	(80.37)	(51.10)
Profit Before Exceptional Items and Tax	1,022.88	369.99
Less: Exceptional Items	-	-
Profit Before Tax	1,022.88	369.99
Provision for Tax	(268.42)	(96.28)
Profit for the year	754.46	273.71
Retained Earnings Opening Balance	1,449.06	1,461.71
Add/(Less):
Add: Profit for the year	754.46	273.71
Less: Issue of Bonus Shares	(1,571.31)	(241.37)
Retained Earnings Closing Balance at the end of the Financial Year	632.21	1,449.05

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company is engaged in the business of fabrication and installation of Aluminium Windows and Glass Facade work.

There has been no change in the business of the Company during the financial year ended 31st March 2024.

The highlights of the Company''s performance are as under:

• Revenue from Operations surged by 70.1% due to a strategic focus on high-value projects. This growth aligns with the industry''s shift towards organized operations, characterized by a demand for quality and innovation. Our ability to deliver exceptional products on time has secured repeat business and strengthened customer relationships, contributing significantly to the company''s performance.

• Profit before Depreciation, Interest and Tax (EBITDA) in financial year 2024 is R 1,197.43 Lakhs as compared to R 499.90 Lakhs in the previous financial year 2023.

• Profit before Tax is R 1,022.88 Lakhs in Financial Year 2024 as compared to R 369.99 Lakhs in the previous Financial Year 2023.

• Profit after Tax at R 754.46 lakhs for the financial year 2023-24 increased by 175.6% as compared to R 273.71 lakhs in the previous year. The increase in Profit after Tax can be attributed to the significant rise in EBITDA, improved cost efficiency, and a higher EBITDA margin. Additionally, the strategic focus on high-value, profitable projects contributed to better overall profitability, further boosting PAT.

3. MATERIAL EVENTS

A. Conversion from Private Company to Public Company

During the financial year, the company underwent a significant transformation by converting from a private limited company to a public limited company. This decision was driven by long-term strategic objective to enhance our market presence, access broader capital markets, and create value for the shareholders.

The conversion was approved by the shareholders at an Extraordinary General Meeting held on 4th October 2023, and all necessary regulatory approvals have been obtained on 3rd January 2024.

This transition marks a new chapter in the company''s journey, enable to leverage new opportunities and continue delivering strong performance.

B. Details of Initial Public Offer (IPO)

After the Balance Sheet date, the Company has issued 66,00,000 Equity Shares of R10/- each at an issue price of R45 per Equity Share which is 4.5 times of the face value of the Equity Shares. The IPO witnessed strong participation from HNIs and retail investors, which the Board acknowledges with gratitude. The Board also expresses their appreciation for the support received from regulatory authorities, Lead Manager, National Stock Exchanges, Depositories, legal counsels, consultants, auditors, and the employees of the Company, contributing to the resounding success of its maiden IPO. Listing and trading approvals were obtained from NSE EMERGE on April 08, 2024, with the equity shares officially listed on NSE EMERGE on April 09, 2024.

4. DIVIDEND

Considering the future business expansion plans of the company along with requirement of the funds for execution of those plans, the Board thinks it is prudent not to recommend any dividend to the shareholders for FY 2023-24.

5. TRANSFERS OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. RESERVES

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fuelling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business or any activity of business of the Company.

8. SHARE CAPITAL

A. Authorised Share Capital

At the beginning of the year, the Authorised Share Capital of your Company was R 500 Lakhs dividend in to 50 Lakhs Equity Shares of R10/- each.

B. Increase in Authorised Share Capital

Pursuant to a resolution passed by the Shareholders of the Company at an Annual General Meeting held on 30th September 2023 the Authorised Share Capital increased to K 2,499 Lakhs divided into 249.90 Lakhs equity shares of K 10/-each.

C. Changes in Issued, Subscribed and Paid-up Capital

As on March 31, 2024, entire (i.e. 100%) Issued, Subscribed and Paid-up Capital of the Company of K 1,824.74 Lakhs divided into 182.47 Lakhs equity shares of K 10/- each are in dematerialized form. The Company has made following allotments during the year, whose details are as under:

Date of allotment	No. of Shares	Remarks
16th January 2024	Bonus issue of 1,57,13,056 Equity Shares	The Board of Director in their meeting held on 16th January 2024 approved the allotment of 1,57,13,056 equity shares of K 10/- each as fully paid Bonus Shares in the ratio of 62:10 (i.e. 62 fully paid equity share for every 10 Equity share held to the shareholders.

D. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

i. BOARD OF DIRECTORS

The composition of the Board as on 31st March 2024 is in conformity with the provisions of the Companies Act, 2013.

During the FY 2023-24 the Board of Directors met 15 (Fifteen) times during the year on: 5th June 2023, 30th June 2023, 12th July 2023, 22nd August 2023, 4th September 2023, 29th September 2023, 3rd October 2023, 26th December 2023, 29th December 2023, 4th January 2024, 10th January 2024, 16th January 2024, 23rd January 2024, 18th March 2024 and 20th March 2024 the intervening gap between any two meetings is in compliance with the period prescribed under the Companies Act, 2013.

ii. COMPOSITION OF THE BOARD

As part of the IPO preparations, it was essential to strengthen our board with independent voices to ensure unbiased decision-making, adherence to regulatory requirements, and accountability to our shareholders. The Independent directors bring a wealth of experience, diverse perspectives, and specialized expertise on the board that complement our existing board composition.

During the financial year under review, the Company welcomed the addition of 3 (Three) Independent Directors on the Board, namely Mr. Santosh Kumar Rathi (DIN 06478349); Mrs. Aruna Bangur (DIN 08179706) and Ms. Yogita Poriya (DIN 10109812).

As on 31st March 2024, the following individuals serve as Directors of the Company:

Category	Name of the Director	DIN	Date of Appointment
Promoter/ Executive Directors	Mr. Murli Manohar Kabra	00178667	22nd April 2003
	Mr. Rajesh Kabra	00178688	22nd April 2003
	Mr. Jagmohan Kabra	08247152	5th October 2018
Non-Executive Independent Directors	Mr. Santosh Kumar Rathi	06478349	4th January 2024
	Mrs. Aruna Bangur	08179706	4th January 2024
	Ms. Yogita Dharmendra Poriya	10109812	4th January 2024

iii. INDEPENDENT DIRECTORS AND DECLARATION OF THEIR INDEPENDENCE

The Company has received declaration of independence from all the Independent Directors as per the requirements outlined as per the Section 149(6) of the Companies Act, 2013 confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

The Board acknowledges that the Independent Directors of the Company possess the necessary qualifications, skills, experience, and expertise. They uphold the highest standards of integrity, including proficiency, and meet the conditions stipulated in the Companies Act, 2013. Moreover, they maintain independence from the management.

iv. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Below are the details of all the Committees along with their compositions, and meetings held during the year:

a. AUDIT COMMITTEE

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

Composition of the Audit Committee:

Composition of Audit Committee is as follows:

Sr. No	Name	Category	Designation
1.	Mr. Santosh Kumar Rathi	Non-Executive Independent Director	Chairperson
2.	Mr. Murli Manohar Ramshankar Kabra	Managing Director	Member
3.	Mrs. Aruna Bangur	Woman Non-Executive Independent Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Company''s Website at: https://aluwind.net/committes-of-the-board/. During the financial year 2023-24 Audit committee met only once on 16^th January 2024.

b. NOMINATION AND REMUNERATION COMMITTEE

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

Composition of Nomination and Remuneration Committee is as follows:

Sr. No.	Name	Category	Designation
1.	Mr. Santosh Kumar Rathi	Non- Executive Independent Director	Chairperson
2.	Mrs. Aruna Bangur	Non- Executive Independent Director	Member
3.	Ms. Yogita Dharmendra Poriya	Non- Executive Independent Director	Member

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company''s Website at: https://aluwind.net/committes-of-the-board/ during the financial year 2023-24 Nomination and Remuneration Committee met only once on 16^th January 2024.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations, and other related matters.

Composition of Stakeholders Relationship Committee is as follows:

Sr No.	Name	Category	Designation
1.	Mr. Santosh Kumar Rathi	Non- Executive Independent Director	Chairperson
2.	Mrs. Aruna Bangur	Non- Executive Independent Director	Member
3.	Mr. Rajesh Kabra	Executive Director	Member

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company''s Website at: https://aluwind.net/committes-of-the-board/. During the financial year 2023-24 Stakeholders Relationship Committee met only once on 16^th January 2024.

9. CORPORATE GOVERNANCE REPORT

The provision of Corporate Governance requirements as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D & E of schedule V of SEBI (LODR) Regulations, 2015, are not applicable to the Company listed on SME Exchange. Accordingly the company is not required to submit a Compliance report on Corporate Governance prescribed under schedule V (C) of SEBI (LODR) Regulations, 2015 and hence said Report does not form part of this Board report.

The Company has however complied with all the other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management of your company presents the analysis of performance of the Company for the Financial Year ended 31st March 2024 and its outlook for the future prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which forms part of this Annual Report. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments.

11. BORROWINGS

The aggregate borrowings of your Company stood at ^1,249.26 Lakhs as at 31st March 2024 as compared to ^707.52 Lakhs as at 31st March 2023.

12. DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

13. AUDITORS AND REPORTS

M/s. R. Kejriwal & Co., Chartered Accountants, firm registration number 133558W were appointed as Statutory Auditors of the Company at the Extra Ordinary General Meeting held on 4th October 2023 till the conclusion of ensuing Annual General Meeting due to casual vacancy.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and any other applicable provisions of Companies Act, 2013 and with recommendation of Audit Committee, M/s. R. Kejriwal & Co., Chartered Accountants, having firm registration number 133558W, are proposed to be reappointed as the Statutory Auditor of the Company for the term of five consecutive financial years from the conclusion of ensuring Annual General Meeting to be held in 2024 up to the conclusion of Annual General Meeting to be held in 2029 on such terms and conditions and remuneration as may be mutually decided.

The Statutory Auditors'' Reports including annexures thereto are self-explanatory and do not call for any further comments, explanations or representations from the Board as there are no qualifications or adverse remarks made by the Auditors in their Statutory Auditors reports.

14.SECRETARIAL AUDITOR AND THEIR REPORT

During the financial year under review Provisions of Section 204 of the Companies Act, 2013, Secretarial Audit is not applicable to the Company. Accordingly, the disclosure of Secretarial Audit Report (MR-3) is not applicable to the Company for FY 2023-2024 and hence said report does not form part of this Board report.

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website https://aluwind.net/investor-relations/.

16. 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 the website of the Company https://aluwind.net/investor-relations/

17. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture Company.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

19. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Transactions/Contracts/ arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in ordinary course of business and have been transacted at arm''s length basis.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. The Policy on dealing with Related Party Transactions may be accessed on the Company''s website at the link: https://aluwind.net/investor-relations/

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. Please refer Note No. 27 in the Financial Statement.

22. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

During the year under review, the Company has not advanced any loans / given guarantees / made investments / provided securities as covered under the provisions of Section 186 of the Companies Act, 2013.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

• Conservation of Energy

Steps taken for conservation
Steps taken for utilizing alternate sources of Energy	The Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, where ever possible.
Capital investment on energy conservation equipment''s

• Technology Absorption

Steps taken for conservation

Steps taken for utilizing alternate sources of Energy	The Company lays great emphasis on saving consumption of energy. Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy, where ever possible.
Capital investment on energy conservation equipment''s

• Foreign Exchange Earnings and Outgo

Particulars	FY 2023-24	FY 2022-23
Actual Foreign Exchange earnings	-	-
Actual Foreign Exchange outgo	-	-

There are no foreign currency exposures as at the end of 31st March 2024.

24.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

25. VIGIL MECHANISM POLICY

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company''s website at: https://www.aluwind.net/investor

26. RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/ strategic business plans and management reviews.

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

The Company has adopted a Prevention of Sexual Harassment ("POSH") Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy is designed to safeguard employees in the workplace and address and resolve issues related to sexual harassment and related matters. An Internal Complaints Committee (ICC) has been established to handle complaints regarding sexual harassment. All employees, including permanent, contractual, temporary, and trainees, are covered under this policy.

The Board affirms that during the financial year under review, no cases or complaints were filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

• That such accounting policies selected 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 of the Company for that period;

• That 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;

• That they have prepared the annual accounts on a going concern basis;

• That proper internal financial controls have been laid down and that such controls are adequate and are operating effectively.

• That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Accounting Standards (AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

30.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

31. GREEN INITIATIVE

Electronic copies of the Annual Report 2023-24 and the Notice of the 21st AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s).

32. OTHER DISCLOSURES

During the financial year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company.

Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date: August 29, 2024 For and on behalf of the Board

Place: Mumbai

Registered Office:

604, Palm Spring Centre, Murli Manohar Kabra Rajesh Kabra

Link Road, Malad (West), Managing Director Director

Mumbai City - 400064 DIN: 00178667 DIN: 00178688