Aluwind Architectural Ltd Directors Report

To

The Members of

Aluwind Infra-Tech Limited

(Formerly known as Aluwind Architectural Limited)

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 COMPANYS 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 years revenue of INR 8,342.71 Lakhs.

This increase is primarily attributed to the successful and timely delivery of multiple large-scale façade 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 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 Companys 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 in the retained earnings under the Profit & Loss Account.

4. DIVIDEND:

Considering the Companys 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 Companys 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 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 COMPANYS 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 Companys 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 Companys 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 IPOs 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 Companys 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.

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 Companys 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 Boards 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.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

. 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 arms 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.

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

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.

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.

All 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
Jagmohan Kabra
Rajesh Kabra
Santosh Kumar Rathi
Aruna Bangur
Kiran Shankar Shetty	Not	Not	Not	Not
(Appointed with effect from 13 th November 2024)	Applicable	Applicable	Applicable	Applicable
Yogita Poriya					Not
(Resigned with effect from 27 th December 2024)					Applicable

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:

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
Aruna Bangur
Murli Manohar Ramshankar Kabra
*Kiran Shankar Shetty
	Not Applicable	Not Applicable	Not Applicable	Not Applicable
(Appointed with effect from 13 th November 2024

©- 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.

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.

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 Companys website at https://aluwind.net/policies.

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
Aruna Bangur
Yogita Poriya
(Resigned with effect from 27 th December 2024)
*Kiran Shankar Shetty
	Not Applicable	Not Applicable
(Appointed with effect from 13 th November 2024)
- Chairman of the Committee

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

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
Aruna Bangur
Rajesh Kabra

©- 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 1 st April 2024	-
Received during the year	-
Resolved during the year	-
Closing as on 31 st March 2025	-

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 AUDITORS 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 Auditors

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 Companys internal financial controls are meticulously designed to suit the scale, complexity, and specialized nature of its façade 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 Companys 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\u2019s commitment to explore renewable energy options and reduce dependency on conventional power sources
The capital investment on energy conservation equipment\u2019s
TECHNOLOGY ABSORPTION:
The efforts made towards technologyDuring the year, the Company has undertaken initiatives for technology upgradation absorption;	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 improvement, cost reduction, product development or import substitution In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	like productAs 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.
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: (INR in Lakhs)

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

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 thehas applied for the maternity maternity leave period	During the year no employee leave hence no benefits were extended under the Maternity
The Board at their meeting held on 08 th August 2025 appointed	Benefit Act,1961 Not Applicable

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:

TheCompanyhasadoptedaCorporateSocialResponsibility (CSR)PolicyincompliancewiththeprovisionsofSection135 of the Companies Act, 2013 and the rules made thereunder.

During the financial year 2024 25, the Company has undertakenCSRactivitiesinaccordancewiththesaidPolicy. 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 Companys 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