Alfa Transformers Ltd Directors Report

TO

THE MEMBERS OF ALFA TRANSFORMERS LIMITED BHUBANESWAR.

Your directors have a great pleasure in presenting the 44 th Annual Report on the business & operations together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

The financial performance for the financial year (FY) 2025-26 is summarized in the following table:

	( in Lakhs)
Particulars	FY 2025-26	FY 2024-25
Revenue from operations	3186.51	5021.12
Other Income	87.72	57.29
Total Revenue	3274.23	5078.41
Total Expenses	3447.37	4883.77
Profit/ (Loss) before Tax	-173.13	194.65
Current Tax
Deferred Tax Assets/(Liabilities) [Net)	13.99	(93.77)
Profit / (Loss) after Tax	-159.14	100.88
Earnings per Share (Basic & Diluted)	-1.75	1.11

STATE OF COMPANY AFFAIRS: 1. Performance of Bhubaneswar Unit

The Bhubaneswar Unit has delivered a turnover of 22.25 Crores with a Profit After Tax (PAT) of 113.34 Lakhs, reflecting stable operational efficiency and improved cost control. To further reduce operating expenses, the unit has successfully commissioned a 200-kW rooftop solar plant, resulting in measurable savings in energy costs. The unit has strengthened its order book through the following Rate Contracts (RCs): TPSODL 3.43 Crores TPWODL 8.15 Crores TPCODL 3.79 Crores TOTAL - 15.37 Crores We are currently awaiting the Rate Contract from TPNODL, which is expected to further enhance the business pipeline.

2. Performance of Baroda Unit

In the FY 2024-25 Baroda Unit had generated a profit of 80.05 lacs with revenue of 26.87 Crores. But in the FY 2025-26, due to lack of order & operational glitches, the Baroda unit had generated a loss of 272.48 lakhs during the financial year ended 31st March, 2026. The Baroda Unit has received a Letter of Award (LOA dated 27 th May 2026) for 12,000 Nos. of 10 kVA, 11/0.433 kV Transformers with total order value of Rs.63.00 Crores, representing a significant business opportunity for generation of profit in FY 2025-26 Accordingly, it is recommended that the Managing Director explore the following options: Engage strategic investors willing to partner or infuse capital into the Baroda Unit Appoint a professional consultant to evaluate: o Strategic investment opportunities, or---

. Working Capital Requirement

To execute the existing orders at both units, the company requires working capital of 15.00 Crores for manufacture 2000 -2500 transformers per month

WEB LINK OF ANNUAL RETURN:

The Company has a website, i.e., www.alfa.in, and the annual return of the company has been published on such a website as per Section 92(3) of the Companies Act, 2013. The link of the same is given here: www.alfa.in

BUSINESS OUTLOOK:

Our Company stands on a robust and promising foundation, driven by the global uptrend in demand for efficient energy infrastructure and renewable energy solutions. As industrialization and urbanization continue to accelerate, the need for reliable electrical transmission and distribution systems becomes increasingly critical placing transformer manufacturers like us at the core of this transformation. Furthermore, government-led initiatives aimed at modernizing aging power grids and enhancing energy efficiency are expected to significantly contribute to market expansion. In this evolving landscape, our Company is well-positioned to capitalize on these opportunities by leveraging innovation, upholding the highest quality standards, and strategically expanding into emerging markets. These focused efforts are expected to drive sustainable growth and strengthen our competitive edge in the dynamic energy sector.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE COMPANIES:

During the year under review, the company did not have any Subsidiaries, Associates, or Joint Venture Companies as of March 31, 2026. Consequently, Form AOC-1, which contains the salient features of Subsidiaries, Associate, and Joint Venture Companies, is not required to be annexed to the Annual Report.

CHANGE IN THE NATURE OF BUSINESS:

The Company primarily engaged in the business of manufacturing and repairing of Electrical equipment mainly transformers. There has been no change in the nature of the business of the Company during the year under review.

TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to the general reserves.

DIVIDEND:

Your directors did not have recommended any Dividend during this financial year.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 20,00,00,000/- comprising of 2,00,00,000 equity shares of Rs. 10/- each. Further the Paid-up share Capital of the Company stood at Rs. 9,15,06,450/- consisting of 9150645 of equity shares of Rs. 10/- each. During the year under review, the company did not have issued any fresh securities.

BOARD S COMMENT ON THE AUDITORS REPORT:

The Auditors have not made any qualifications, reservations, adverse remarks, or disclaimers in their report on the financial statements for the financial year ended 31 March 2026. Therefore, no further explanation is required in this regard.

STATUTORY AUDITORS:

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. In line with the requirements of Companies Act, 2013, M/s. PAMS & Associates, Chartered Accountants, has been resigned from the position of Statutory Auditors of the Company and its terms of office comes to end from this Annual General Meeting and M/s. Goutam & Co, Chartered Accountants (Firm Registration No. 326869E was appointed by the Board of Directors of the Company at their duly convened meeting held on 30 th May,2026 and such appointment subject to approval of Shareholders, if approved, the M/s. Goutam & Co, Chartered Accountants (Firm Registration No. 326869E ) occupy the position of Statutory Auditor of the Company from the end of this AGM.

INTERNAL AUDITORS:

Under the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the consent of the Board of Directors accorded for the appointment of M/s. PBM & Associates, Chartered Accountants (Firm Registration No. 325307E) as the Internal Auditor of the Company for the Financial Year 2026-27 & 2027-28 .

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on May 30, 2026, appointed M/s. Saroj Ray & Associates, Company Secretaries, Bhubaneswar to undertake the Secretarial Audit of the Company for the Financial Year 2025-26. M/s. Saroj Ray & Associates, Secretarial Auditors has issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31, 2026, and is annexed herewith as Annexure A to this Board s Report.

COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are maintained. However, Cost Audit was not applicable to the Company during the year under review.

BOARD S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY THE STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

Since there were no qualification and reservation marks in the reports from the Auditors of the Company, there were comments received from the Board. Moreover, the Board of Directors states that the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2026 OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company during the year between the end of the financial year and the date of the report.

DEPOSITS :

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter VI of the Companies Act 2013 relating to acceptance of deposits are not applicable to the Company and hence, no detail of the deposit is given in the report.

LISTING INFORMATION:

The Equity Shares of your Company is listed on Bombay Stock Exchange BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company confirms that it has paid the Annual Listing Fees to the BSE Limited.

DIRECTORS :

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mr. Dillip Kumar Das (DIN: 00402931 ), Director of the Company is liable to retire by rotation at the forthcoming 44 th Annual General Meeting (AGM) being eligible, has offered herself for reappointment.

CHANGE IN DIRECTORSHIP:

There has been no change in the constitution of the board during the financial year. The structure of the board remains the same.

KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, as on March 31, 2026: - 1. Mr. Dillip Kumar Das (DIN: 00402931), Managing Director 2. Mr. Debasis Das (DIN: 00402790), Whole Time Director 3. Mr. Debasis Das- Chief Financial Officer 4. Mr. Choudhury Sanjay Kumar Das, Company Secretary & Compliance Officer Pursuant to the Section 203 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and on the recommendation by the Nomination and Remuneration Committee, the Board has appointed Mr. Debasis Das , as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. 16.10.2025 and Choudhury Sanjay Kumar Das appointed as Company Secretary & Compliance Officer w.e.f. 30.08.2025

DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 7 (Seven) times during Financial Year 2025-26 on 27.05.2025, 01.07.2025, 14.08.2025, 10.09.2025, 16.10.2025, 14.11.2025 and 31.01.2026 The details of Board Meetings and the attendance of the Directors, are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013. The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of Independent Directors has been done by all Directors except Director being evaluated and performance evaluation of the Committees of the Board and individual Directors has been done by the entire Board of Directors as a whole. The Structured Rating sheets for evaluation of Independent Directors, its own performance, and that of its committees and individual Directors were placed down before the Directors. Directors assigned the specific ratings in Rating Sheets after taking into consideration various aspects and vital feedback was received from them on how the Board currently operates and how it might improve its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors of the Company to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 state of affairs of company at end of Financial Year of Profit and Loss of company for that period.

iii) 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 company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Company has following Independent Directors as on March 31, 2026: 1. Mr. Prem Sagar Mishra (DIN: 10931842) 2. Mr. Rashmi Ranjan Satapathy (DIN: 06371240)

All the Independent Directors of your Company had registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019. Your Company has received declarations from all the above-named Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same. All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 . The criteria for determining qualifications, positive attributes and independence of Directors and the policy on familiarization programmes are available on the Company s website, viz., www.alfa.in at the web link https://www.alfa.in/policies.htm . The Independent Directors met once during the financial year 2025-26, i.e., on 31 st January,2026 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

COMMITTEES OF THE BOARD:

The Company s Board has the following Committees:

A. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, your Company has constituted/reconstituted its Audit Committee from time to time. As on March 31, 2026, the Composition of Audit Committee was as follow:

Sl. No	Name & DIN			Designation (Chairman/Memb er)	Category
1	Mr. Prem (10931842)	Sagar	Mishra	Chairman & Member	Non-Executive Director	Independent
2	Mr. Rashmi (06371240)	Ranjan	Satapathy	Member	Non-Executive Director	Independent
3	Mr. Debasis Das (00402790)	Member	Whole-Time Director

There are no changes in the Composition of the Audit Committee during the Financial Year 2025-26. Audit Committee Meetings were held Four (4) times on 27.05.2025, 14.08.2025,14.11.2025 & 31.01.2026 during financial year 2025-26. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted/reconstituted its Nomination and Remuneration Committee from time to time. As on March 31, 2026, the Composition of Nomination and Remuneration Committee was as follow:

Sl. No	Name & DIN		Designation (Chairman/Memb er)	Category
1	Mr. Rashmi Ranjan (06371240)	Satapathy	Chairman & Member	Non-Executive Director	Independent
2	Mr. Prem Sagar (10931842)	Mishra	Member	Non-Executive Director	Independent
3	Mrs. Sujita Patnaik (00488014)		Member	Non-Executive Director

There are changes in the Composition of the Nomination and Remuneration Committee during the Financial Year 2025-26. Nomination and Remuneration Committee Meeting held 1 (One) Times on 16.10.2025 during the Financial Year.

C. SHARE TRANSFER AND INVESTOR GRIEVANCE COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted/reconstituted its Stakeholders Relationship Committee from time to time. As on March 31, 2026, the Composition of Stakeholders Relationship Committee was as follow:

Sl. No Name & DIN	Designation (Chairman/Memb er)	Category
1 Mrs. Sujita Patnaik (00488014)	Chairman & Member	Non-Executive Director
2 Mr. Rashmi Ranjan Satapathy (06371240)	Member	Non-Executive Independent Director
3 Mr. Prem Sagar Mishra (10931842)	Member	Non-Executive Independent Director

Share Transfer and Investor Grievance Committee Meeting held 1 (One) Time on 08.12.2025 during the Financial Year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT , 2013 : The details of Loans, Investments and Guarantees covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2025-26 were on arm s length basis and in the ordinary course of business. There were no materials significant Related Party Transactions entered into by the Company which may have a potential conflict with the interest of the Company. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 and rules made thereunder for contribution of Corporate Social Responsibility and the constitution of Corporate Social Responsibility Committee, is not applicable to the Company for the year during review.

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

Energy conservation continues to be accorded high priority by your Company. The Company has already taken up steps for implementing Energy Conservation measures by replacing of all conventional machineries, creating awareness among employees, regulated usage of plant, machinery and other equipment s and use of energy saving equipment s. Company continues its efforts to reduce and optimize the energy consumption at all manufacturing facilities, including corporate office through continuous monitoring and high degree of awareness for energy conservation. Your Company has installed 200 KW Rooftop Solar system at the Bhubaneswar Unit at Plot No. 3337, Mancheswar, Industrial Estate, Rasulgarh, Khorda, Bhubaneswar, Odisha- 751010 that save 24000 units per month and save Electricity I Power Cost of Rs. 18,72,000/- per annum approximately.

After successful implementation of Solar Power Plant, the Company will save on electricity, Power Cost. A transition to renewable energy is good for people and the planet. Together we can be self-reliant in power with our own generation & can contribute in reducing the carbon footprint & making the society green.

C. TECHNOLOGY ABSORPTION:

Efforts, in brief, made towards technology absorption and innovation: The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

Benefits derived as a result of the above efforts: Improvement in product quality.

Technology imported during last years: The Company has not imported technology during the last three years and no research work has been carried out and therefore there is no expenditure on this account.

D. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings: Nil Foreign exchange outgo: Nil

RISK MANAGEMENT:

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of a firms strategic management. Risk Management is a continuous process. There are four fundamental approaches:

Identity Assess & Evaluate Take action Review & report

The Company has developed and implemented the Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. The Company has also appointed an Internal Auditor to ensure compliance and effectiveness of the Internal Control Systems in place.

ANTI SEXUAL HARASSMENT POLICY:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaints were reported to the Board.

VIGIL MECHANISM:

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted by the Board of Directors in Compliance with Section 177 of the Companies Act, 2013.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the Company s code of conduct or ethics policy and disclosure/leak of unpublished price sensitive information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During FY 2025-26, no incidents have been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company at https://www.alfa.in.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2024-26 was in conformity with the Nomination and Remuneration Policy of the Company.

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 are given below:

A. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2025-26 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 are as under:

Sl. No. Name	Designation	Remunerat ion (Amount in ) Per Annum	Ratio of remuneratio n of Directors to Median Remuneratio n of Employees	The percentage increase in remuneratio n of each director, Chief Financial Officer, Company Secretary
1. Mr. Dillip Kumar Das	Managing Director	30,00,000.00	17.48	*
2. Mr. Debasis Das	Whole-Time Director & CFO	16,00,000.00	9.32	*
3. Choudhury Sanjay Kumar Das	CS	6,60,000.00	3.85	-

Notes:

Number of permanent employees on the rolls of Company: (as on 31.03.2026): 117 Employees Remuneration Figures include Basic pay+ allowances +conveyance +perquisites of directors. Median basic remuneration of employees other than directors for the financial year 2025-26 is 171624/- Non-Executive, Independent Directors were not paid any remuneration during the financial year 2025-26. They were paid Sitting fees, whose details have been given in the Corporate Governance report attached with this Annual Report.

B. The percentage increase in the median remuneration of employees in the financial year 2025-26:

Particulars	2025-26	2024-25	Percentage Increase/decrease in median remuneration in
Median Remuneration of employees other than whole time directors	-	171624	2024-25 -

C. The number of permanent employees on the rolls of Company: Total permanent employees as on 31.03.2026 were 117 excluding Directors.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year under review, there is no increase in the median remuneration of Employees. The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act. There are no exceptional circumstances for increase in the managerial remuneration.

E. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

F. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for financial year ended March 31, 2026:

1) Names of top 10 Employees Employed throughout the Financial Year 2024-25 and who were
paid remuneration of not less than 1.02 Crores per annum:

3) Employee employed throughout the financial year or the part thereof, was in receipt of remuneration that year which, in the aggregate, or the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company: Nil

REMUNERATION POLICY:

The remuneration policy as recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting is presented in the Corporate Governance report forming part of the Annual report.

SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account during the year under review.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: In terms of the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( the IEPF Rules ), dividend(s) which are unpaid and unclaimed for the period of seven years are required to be transferred to the Investor Education and Protection Fund ( IEPF ) administered by the Central Government. During the year under review, there was no unpaid / unclaimed dividend to be transferred to IEPF Account.

COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ( IEPF ) SUSPENSE ACCOUNT:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after complying with the procedure laid down under the said Rules. During the year under review, there were no equity shares to be transferred to IEPF Account.

CODE OF CONDUCT :

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company http://www.alfa.in. All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2026. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI (LODR) Regulations, 2015 ) mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company s website, www.alfa.in. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement. The key Policies that have been adopted by the Company are as follows: 1. Policy on Familiarization Programmes for Independent Directors 2. Nomination and Remuneration Policy 3. Whistle Blower Policy / Vigil Mechanism 4. Policy on Prevention of Sexual Harassment at Workplace 5. Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions. 6. Code of Conduct for Insider Trading (Prohibition of Insider Trading) 7. Policy on Criteria for determining Materiality of Events 8. Archival Policy 9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) 10. Code of Conduct for the Board of Directors and Senior Management Personnel

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

CORPORATE GOVERNANCE:

It has been the endeavor of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. The following forms part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel; (ii) Management Discussion and Analysis Report; (iii) Report on Corporate Governance and; (iv) Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2026 will be uploaded on the website of your Company and can be accessed at www.alfa.in .

DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure required in this regard.

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

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR: No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

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

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

HUMAN RESOURCES :

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1.Issue of Bonus Shares and/or Right Shares.

2.Issue of equity shares with differential rights as to dividend, voting or otherwise. 3.Issue of shares to employees of the Company under Employee stock option Scheme.

4.Issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme. 5.Buy Back of Shares

APPRECIATION & ACKNOWLEDGEMENT:

The Board sincerely thanks the Government of India, SEBI, RBI, the Government of Odisha, TATA Power the Government of Gujarat, other State Governments and various government agencies for their continued support, co-operation and advice.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors Alfa Transformers Limited

Place: Bhubaneswar	Dillip Kumar Das	Debasis Das
Date : 30 th June 2026	Managing Director	Whole-Time Director & CFO
	DIN: 00402931	DIN: 00402790