Aluminium Industries Ltd Directors Report

To,

The Members

Your Directors present their Seventy-ninth Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2025.

1. FINANCIAL RESULTS:

The financial statements for the financial year ended March 31,2025, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standards (Ind-AS).

The performance of the Company for the financial year 2024-25 is as under -

( in Lakhs)

Particulars	2024-25	2023-24
Gross Turnover & other Income	12,891	13,311
Exceptional Items	-	-
Profit/ (Loss) before Interest, Depreciation & Tax	1,105	1,889
Less: Interest & Finance Charges	407	371
Less: Depreciation / Impairment of Fixed Assets	617	213
Less: Provision for Taxation	46	-
Less: Tax Expenses for earlier years	144	6
Less: Deferred Tax	(1)	75
Profit/(Loss) after Tax	(108)	1,223
Profit/(Loss) Brought forward	(16,359)	(17,582)
Profit/(Loss) Carried forward	(16,467)	(16,359)
Other Comprehensive income after Tax (Oci)	(98)	(13)
OCI Brought Forward	(194)	(182)
OCI Carried Forward	(293)	(194)

2. DIVIDEND:

In view of expansion plans and to conserve resources,

the Board has not recommended any Dividend on Equity Shares for the financial year 2024-25.

3. RESERVES:

The Company has not transferred any amount to the reserves during the financial year 2024-25.

4. STATE OF COMPANYS AFFAIRS:

“Your Company is manufacturing Vacuum Circuit Breakers, Vacuum Interrupters, Numerical controls & Relay Panel and Cone Crushers. The turnover of the Company in the F.Y. 2024-25 is Rs. 12,831 Lakhs compared to Rs. 12,064 Lakhs in F.Y. 2023-24.

The Company successfully developed Microprocessor / Numerical type Battery Chargers for Railways and Control and Relay Panel conforming to the latest RDSO Specifications. These panels are designed for both conventional 25KV traction systems and 2 X 25KV traction systems used in high-speed applications on high- density routes. Additionally, a distribution panel for color light signaling was developed.

A significant milestone was achieved with the development of the Automatic Fault Locator for 2 x 25 kV traction systems, making the Company the first in India to indigenously design, develop, and commission such a system for 2 x 25 kV traction systems utilized by Indian Railways. The Company also expanded its product offerings in control panel accessories, introducing a Microprocessor-based Annunciator, Multi-tone Hooter, Single-phase and Three-phase Ammeters, Single-phase and Three-phase Voltmeters, Power Factor Meter, and 3- Phase OC+E/F Relays for Panel Builders in both low-cost and mid-range versions to cater to diverse market needs.

Looking ahead, the Company is actively engaged in developing a Three-phase Battery Charger for Electricity Boards, an advanced 3-Phase OC+E/F Relay for Panel Builders, and a 3-Phase Differential/OC+E/F Relay with IEC 61850 Protocol for Electricity Boards and other Utilities."

5. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

DIRECTORS REPORT (CONTD...)

6. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There has been no material or significant orders that have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

8. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company doesnt have the subsidiaries/associate companies/Joint Venture as on the date of this report.

9. HOLDING COMPANIES:

Name of the Company	CIN	Shareh olding	Nature
Vijaybhan Investments and Consultancy Private Limited	U67120KL1995P TC088270	69.19%	Holding company

10. PUBLIC DEPOSITS:

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013 and rules framed thereunder, the Company in its 77th Annual General Meeting held on September 28, 2023, had appointed M/s. Aji Daniel & Co., Chartered Accountants (ICAI Firm Registration no. 010448S), as the Statutory Auditors of the Company up to the conclusion of 82nd Annual General Meeting of the Company, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditor based on the recommendation of the Audit Committee.

12. AUDITORS REPORT:

The Auditors Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

Emphasis of Matter in the Auditors Report are selfexplanatory and need no further clarification.

13. SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. KPUB & Co, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as “Annexure-1”.

14. EXPLANATION/ COMMENT OF BOARD ON AUDIT REPORT:

The Board has taken on record the Statutory and Secretarial Auditors Report for the year ended March 31, 2025, which are self-explanatory and need no further comments/explanation.

15. SECRETARIAL STANDARDS OF ICSI:

The Company complies with all applicable Secretarial Standards.

16. MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, the Company has made and maintained Cost Account record as specified under subsection (1) of Section 148 of the Companies Act, 2013 for the financial year ended March 31,2025.

Further, In accordance with the provision of Section 148 of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant for the financial year 2024-25.

Accordingly, the Board at its Meeting held on September 02, 2024, on recommendation of the Audit Committee, had appointed M/s. Rony Thomas & Co, Cost Accountant (COP No. 47343), to conduct the Cost Audit of the Company for FY 2024-25.

DIRECTORS REPORT (CONTD...)

17. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 240,00,00,000 (Rupees Two hundred forty Crore only) divided into 240,00,00,000 (Two hundred forty crore) Equity shares of Re.1/- (Rupee One) each.

The Paid up Share Capital of the Company is Rs.181,49,63,964/- (Rupees One Hundred Eighty One Crore Forty Nine Lakhs Sixty Three Thousand Nine Hundred and Sixty Four only) divided into 181,49,63,964 (One Hundred Eighty One Crore Forty Nine Lakhs Sixty Three Thousand Nine Hundred and Sixty Four) Equity Shares of Re.1/- (Rupee One only) each.

18. ANNUAL RETURN:

Pursuant to Section 92 and 134(3) of the Companies Act, 2013, a copy of the Annual Return is available on the website of the Company at https://alind.org/.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the “Annexure - 2” hereto and forms part of this report.

20. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risk elements which in the opinion of the Board may threaten the existence of the Company.

21. DIRECTORS:

The following are the Directors of the Company as on the date of this report:

DIN	Directors	Date of Appointment
00075690	Mr. Prashant Somani	10/02/2007
02808196	Mr. Jayakumar K Chettiyar	31/08/2009
00353729	Mr. V. S. C. Bose	30/09/2015
00667410	Mr. K. Venkateswara Rao	30/09/2015
01370382	Mr. Anil Kumar Khetawat	20/04/2024
00768400	Mr. Lakshmendra Kumar Agarwal	08/05/2023
02470160	Mrs. Smitha Motaparti	08/05/2023
08756907	Mr. Nitesh Kumar Gupta	01/06/2023
02861779	Mr. Dilip Kumar Poddar	08/05/2023
00855466	Mr. Hari Mohan Marda	08/05/2023
00343256	Mr. Pramod Kumar Shah	04/02/2025

a. Change in Directorship during the period:

Date (with effect from)	Name of Director	Appointment/ Cessation/ Change in Designation
18/01/2025	Mr. Ram Gobind Ganeriwala	Cessation
04/02/2025	Mr. Pramod Kumar Shah	Appointment

b. Statement on declaration given by Independent Directors under sub-section (6) of Section 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (IICA) and as applicable, if any shall undergo online proficiency selfassessment test. The Board after taking these declarations/disclosures on record, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company.

DIRECTORS REPORT (CONTD...)

22. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2025, Nine Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

23. MEETINGS OF INDEPENDENT DIRECTORS:

During the year under review, a meeting of Independent Directors was held on November 05, 2024 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors of the Company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company did not extend any loans, guarantees or make any investments covered under the ambit of Section 186 of the Companies Act, 2013. Disclosure on particulars relating to loans, advances, guarantees or investments are provided as part of the financial statements.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no material related party transactions entered into during the year under section 188 of the Companies Act, 2013. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

Details of Related Party Transactions as required to be disclosed by Indian Accounting Standard (Ind- AS) - 24 in “Related Party Disclosures” specified under Section 133 of the Act read with the rules thereunder, are given in Note to the financial statements.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Sections 134 (3) (c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the Annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same.

(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 the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period save and except provided in the Notes to Accounts;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company in the working units namely, Relays Division at Trivandrum, Switchgear Division at Mannar, Machinery Division at Hyderabad and Conductor division at Kundara & Hirakud and efforts are being made to maintain proper records and in respect of other units and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a ‘going concern basis on the basis of relief and concessions granted by the BIFR upon approval of SS-14.

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

27. DESIGNATED PERSON:

Mr. Jayakumar Chettiyar, a Company Secretary of the Company is designated person for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company pursuant to rule 9, sub-rule (5) of Companies (Management and Administration), Rule 2014, Second Amendment Rules, 2023

28. CORPORATE GOVERNANCE:

A separate report on the practices followed by the Company on Corporate Governance is annexed and forms a part of this report.

DIRECTORS REPORT (CONTD...)

29. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Annual Report.

30. PERFORMANCE EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors. The Nomination and Remuneration Committee at its meeting established the criteria based on which the Board evaluates the performance of the Directors. A separate exercise was carried out to evaluate the performance of individual Directors, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The performance evaluation of the Non Independent Directors and Board as a whole was also carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process and results thereof.

31. REMUNERATION POLICY :

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, is appended as “Annexure- 3” to this Report.

32. WHISTLE BLOWER POLICY:

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and a Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

None of the officials/personnel of the Company has been denied access to the Audit Committee. The Chairman of Audit Committee has not received any complaint during the financial year ended March 31,2025.

33. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

During the year, the Internal Auditor was in continuous evaluation of the internal control systems and mechanism.

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

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programs against sexual harassment are conducted across the organization.

The Company is in compliance under the ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its provisions relating to the constitution of Internal Complaints Committee. The Internal Complaints Committee follows the principle of natural justice and ensures a fair and impartial enquiry process.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the General Circular No. G.S.R 37(E) dated 30^th May, 2025 issued by the Ministry of Corporate Affairs, the details of the complaints received during the financial year 2024-25 by the company are as follows:

Particulars	No. of Complaints
Number of complaints of sexual harassment received in the year;	NIL
Number of complaints disposed off during the year; and	N.A
Number of cases pending for more than ninety days.	N.A

35. PROVISIONS OF MATERNITY BENEFICT ACT, 1961:

The company is in compliance with the provisions of the Maternity Benefit Act, 1961. The company provides maternity leaves and other necessary facilities and entitlements as mentioned under the law. There are no discriminatory practices followed against women employees due to maternity or childbirth. The company ensures gender quality and womens welfare at the workplace.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the period under review the Company does not fall under the ambit of Section 135 of the Companies Act, 2013 so the Company is not required to comply with CSR obligation and the Board is of the view that it does not intend to dissolve the CSR Committee.

However the Company for the F.Y 2022-23 had spent Rs. 20,00,000/- whereas the Total CSR obligation for the financial year was Rs. 19,22,706.93/-. Therefore the Excess amount spent by the company was Rs. (77,293.07)/-.

37. EXIT OFFER TO THE PUBLIC SHAREHOLDERS:

The Company was listed on Madras Stock Exchange Limited (“MSE”) and Cochin Stock Exchange (“CSE”). Post the de-recognition of MSE and CSE by SEBI, ALIND was shifted to the Dissemination Board (“DB”) of National Stock Exchange of India Limited (“NSE”). In terms of SEBI Circular SEBI/HO/MRD/DSA/CIR/P2016/110 dated October 10, 2016 (SEBI Circular), ALIND had to either secure listing of its Equity Shares on a Nationwide Stock Exchange(s) or the Promoter(s) had the option of providing exit to its Public Shareholders. Accordingly, with the consent of promoters, Vijaybhan Investments and Consultancy Private Limited (“Promoter/Acquirer”), one of the Promoter entities of the Company, decided to exercise the option of providing exit to the Public Shareholders of ALIND in terms of the SEBI Circular. The Promoter/ Acquirer in terms of applicable provisions of SEBI Circular, submitted the Plan of Action to NSE on February 16, 2021 and the Exit offer made to the public shareholders, opened on Friday, April 9, 2021 and closed on Friday, April 16, 2021. As per Valuation report, the Exit offer price was consider at Rs. 5/- (Rupees Five only) per equity share. Further, as per SEBI Circular the said offer

was kept open up to a period of one year from the completion of the offer ( i.e. on or before April 18, 2022) and the shares were acquired at the same price of Rs. 5/- (Rupees Five only) per equity share.

After duly complying with the Exit offer process, the Name of the Company was removed from Dissemination Board of NSE vide its order dated June 09, 2022 with effect from June 15, 2022.

38. REPORTING OF FRAUDS:

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

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

The Company does not have any pending application or proceeding under the Insolvency and Bankruptcy Code, 2016.

40. ACKNOWLEDGEMENTS:

Your Directors wish to extend their thanks and appreciation for the valuable and continued support received from Lenders, Central and State Government Departments, particularly Government of Kerala, Andhra Pradesh, Telangana and Odisha, Customers, Suppliers, Shareholders and other business associates during the year under review.

Your Directors also wish to place on record their deep appreciation to the employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Prashant Somani	Jayakumar K. Chettiyar
Director	Director & Company Secretary
DIN: 00075690	DIN:02808196
Place: Kerala Date: 02.09.2025	Membership No.: F6635