Aluwind Architectural Ltd Directors Report

To,

The Members,

Aluwind Architectural Limited ("the Company")

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

1. FINANCIAL UPDATE AND THE STATE OF THE COMPANYS AFFAIRS

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

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

2. OVERVIEW OF FINANCIAL PERFORMANCE

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

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

The highlights of the Companys performance are as under:

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

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

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

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

3. MATERIAL EVENTS

A. Conversion from Private Company to Public Company

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

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

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

B. Details of Initial Public Offer (IPO)

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

4. DIVIDEND

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

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

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

6. RESERVES

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

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

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

8. SHARE CAPITAL

A. Authorised Share Capital

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

B. Increase in Authorised Share Capital

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

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

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

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

D. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

i. BOARD OF DIRECTORS

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

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

ii. COMPOSITION OF THE BOARD

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

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

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

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

iii. INDEPENDENT DIRECTORS AND DECLARATION OF THEIR INDEPENDENCE

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

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

iv. COMMITTEES OF THE BOARD

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

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

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

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

a. AUDIT COMMITTEE

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

Composition of the Audit Committee:

Composition of Audit Committee is as follows:

Name	Category	Designation
1. Mr. Santosh Kumar Rathi	Non-Executive Independent Director	Chairperson
2. Mr. Murli Manohar Ramshankar Kabra	Managing Director	Member
3. Mrs. Aruna Bangur	Woman Non-Executive Independent Director	Member

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

b. NOMINATION AND REMUNERATION COMMITTEE

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

Composition of Nomination and Remuneration Committee is as follows:

Name	Category	Designation
1. Mr. Santosh Kumar Rathi	Non- Executive Independent Director	Chairperson
2. Mrs. Aruna Bangur	Non- Executive Independent Director	Member
3. Ms. Yogita Dharmendra Poriya	Non- Executive Independent Director	Member

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

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Composition of Stakeholders Relationship Committee is as follows:

Name	Category	Designation
1. Mr. Santosh Kumar Rathi	Non- Executive Independent Director	Chairperson
2. Mrs. Aruna Bangur	Non- Executive Independent Director	Member
3. Mr. Rajesh Kabra	Executive Director	Member

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

9. CORPORATE GOVERNANCE REPORT

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

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

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

11. BORROWINGS

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

12. DEPOSITS

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

13. AUDITORS AND REPORTS

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

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

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

14.SECRETARIAL AUDITOR AND THEIR REPORT

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

15. EXTRACT OF ANNUAL RETURN

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

16. REMUNERATION OF DIRECTOR

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT- 7 available at the website of the Company https://aluwind.net/investor-relations/

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

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

18. COMPLIANCE WITH SECRETARIAL STANDARDS

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

19. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

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

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

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

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

22. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

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

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

• Conservation of Energy

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

• Technology Absorption

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

• Foreign Exchange Earnings and Outgo

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

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

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

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

25. VIGIL MECHANISM POLICY

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

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

26. RISK MANAGEMENT POLICY

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

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

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

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

28. DIRECTORS RESPONSIBILITY STATEMENT

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

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

• That such accounting policies selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

• That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

29. ACCOUNTING TREATMENT

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

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

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

31. GREEN INITIATIVE

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

32. OTHER DISCLOSURES

During the financial year under review:

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

Date: August 29, 2024	For and on behalf of the Board
Place: Mumbai
Registered Office:
604, Palm Spring Centre,	Murli Manohar Kabra	Rajesh Kabra
Link Road, Malad (West),	Managing Director	Director
Mumbai City - 400064	DIN:00178667	DIN: 00178688