Anawil Wire and Engineering Ltd Directors Report

To,

The Members,

Anawil Wire and Engineering Limited

Vapi, Gujarat

Your Directors present the 4^th Board Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the reports of the Auditors thereon.

FINANCIAL RESULTS

The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial Year are as under;

Particulars	Year ended 31.3.2025 (? in Lakhs)	Year ended 31.3.2024 (f in Lakhs)
Revenue from operations	7,858.86	5,406.65
Other Income	80.98	1.20
Profit (Loss) before Finance Cost & & Depreciation	3,079.01	2,234.94
Less: Finance cost	586.60	554.38
Less: Depreciation and Amortisation Expense	860.64	1,276.51
Profit (Loss) before Tax	1,631.76	404.06
Taxation Current Year	230.84	117.09
Deferred Tax	2.51	(46.58)
Tax related to previous year (Deferred tax written off)	-	-
Tax related to previous year	-	-
Profit carried forward to Balance Sheet	1,398.41	333.55
EPS	14.49	3.46

During the year under review, the Company achieved revenue from operations of ?7,858.86 lakhs as compared to ?5,406.65 lakhs in the previous year, reflecting significant growth. The Company recorded a Profit After Tax (PAT) of ? 1,398.41 lakhs against ?333.55 lakhs in the previous year. The improvement in financial performance was driven by enhanced operational efficiency, an expanded customer base, and a focused approach on high-margin engineering products.

COMPANYS AFFAIRS, FUTURE OUTLOOK & EXPANSION PLAN THE STATE OF THE COMPANYS AFFAIRS;

State of the Companys Affairs:

During the year under review, the Company continued its operations in the manufacturing of windmill towers, with a primaiy focus on the design, fabrication, and assembly of heavy and precision-engineered steel components tailored to meet client- specific requirements in the wind energy sector.

Windmill towers are critical structural components of a turbine system, which consists of three key parts: the tower, nacelle, and blades. Among these, the tower plays a vital role by supporting the nacelle and blades at an optimum height to maximize wind energy efficiency. The towers manufactured by the Company are primarily tubular steel structures designed for high strength, durability, and resistance to corrosion.

Financial Performance:

During the year under review, the Company recorded a Profit After Tax (PAT) of ? 1,398.41 lakhs against ?333.55 lakhs in the previous year. The financial performance of the Company is detailed in the Balance Sheet and Statement of Profit & Loss for the year under review.

Future Outlook & Expansion Plan:

The Directors remain optimistic about the future performance of the Company, driven by the growing demand for renewable energy infrastructure and the Governments continued thrust on clean energy initiatives. With its expertise in delivering high- quality, customized solutions to clients, the Company is well-positioned to capitalize on emerging opportunities in the wind energy sector and expand its footprint further.

Looking ahead, the Company plans to further expand its presence in the renewable energy space by scaling up production capacities, enhancing technological capabilities, and forming strategic partnerships. In addition to meeting the rising demand for wind energy infrastructure, the Company aims to explore opportunities in related sectors, including green energy components and turnkey renewable energy projects. These initiatives are expected to contribute significantly to long-term growth and enhance shareholder value.

CHANGE IN NATURE OF BUSINESS (IF ANY)

There was no change in the nature of the business of the Company during the year under review.

During the year under review, the Company has been converted from a Private Limited Company to a Public Limited Company w.e.f. 11^th March 2025 pursuant to the approval of shareholders and subsequent issuance of the fresh Certificate of Incorporation by the Registrar of Companies.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the Financial Year 2024- 25 and not to transfer any amount to the general reserve.

SHARE CAPITAL

During the year, the Authorized Share Capital of the company was increased from Rs.

16.00. 00.000/- divided into 1,60,00,000 Equity Shares of Rs.10/- each to Rs.

25.00. 00.000/- divided into 2,50,00,000 Equity Shares of Rs.10/- each. During the year Company has not issued any shares. Thus, Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2025 was Rs. 9,65,00,000/- divided into 96,50,000 Equity Shares of Rs.10/- each.

The Company does not have any shares with differential voting rights or stock options or sweat equity.

DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended, during the year under review.

ANNUAL RETURN

As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013 (the Acf), the Annual Return of the Company is placed on the website of the Company at https: / /anawilvapi.in/

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the composition of the Board of Directors of the Company during the year under review.

Mr. Nimish Kumar Rameshchandra Vashi (DIN: 00166128) was appointed as the Executive Director and Chairman of the Company with effect from February 1, 2025.

Mrs. Bijal Nimesh Vashi (DIN: 00166106) was appointed as a Non-Executive Director of the Company with effect from February 1, 2025.

Mr. Niral Patel was appointed as the CFO of the Company with effect from January 28th, 2025 and resigned on March 28, 2025.

Mr. Chiragkumar Prakashbhai Patel was appointed as the CFO of the Company with effect from March 28, 2025.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The notice of the Board meeting is given well in advance to all the Directors^ The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board has met 11 (eleven) times in the financial year 2024-2025 and the maximum interval between any two meetings did not exceed 120 days as follows;

1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
01.05.2024	22.08.2024	01.11.2024	15.01.2025
-	05.09.2024	23.11.2024	28.01.2025
-	27.09.2024	04.12.2024	12.03.2025
-	-	-	28.03.2025

 

Name of the Director	Directors are entitled to attend Board Meeting held during the year	Meeting attended by the Director
Bhavin N. Desai	11	11
Ayush Nimish Vashi	11	11
Bijal Nimesh Vashi	2	2
Nimish Kumar R. Vashi	2	2

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures along with proper explanation relating to material departures;.

(b) the Directors had 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 profit of the Company for that period.

(c) 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 and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS.

During the year, the Company is not required to appoint Independent Directors in terms of Section 149 of the Companies Act, 2013; however, during the financial year 2025-26 the Company has appointed Independent Directors as follows:

1. Mr. Digant Hemantkumar Bhagat (Non-Executive 8s Independent)

2. Mr. Nirav Jashvantrai Desai (Non-Executive & Independent)

DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

During the year, the Company is not covered under section 178(1) to adopt a companys policy on directors appointment which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company.

AUDITORS:

A. STATUTORY AUDITORS:

M/s. G B Laddha & Co LLP, Chartered Accountants, was appointed as Statutory Auditors of your Company in the Annual General Meeting held on 15th June, 2022 for a term of 5 years till the conclusion of the Annual General Meeting to be held for the year 2026-2027.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

B. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. However, the requirement of conducting a cost audit is not applicable to the Company.

C. SECRETARIAL AUDITORS:

The Secretarial Audit is not applicable to the company as it is not covered under the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REPORT OF AUDITORS

During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company, the report is annexed herewith.

REPORTING OF FRAUDS BY AUDITORS:

For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review, the company has accepted loans/borrowing from its director and the loan has been given from their own funds not from the borrowed funds and does not fall under the definition of deposits.

Name	Relation	Loan Taken (Rs. in Lakhs)
Ayush Vashi	Director	20.00
Vipul Vashi	Relative of Director	100.00
Bhavin Desai	Director	67.55
Nimish Vashi	Director	81.50
Darpan Infrastructure Private Limited	Common Director	1018.67

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, the Company has neither granted any loan to any person or body corporate nor has provided any guarantee or security in connection with a loan to any person or body corporate. Further, the Company has not made any investments/acquisition in terms of Section 186 of the Companies Act, 2013 during the financial year 2024-25.

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note no. 12, 14, and 19 of notes to accounts, attached to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company during the Financial Year 2024-25 with the related parties were in the ordinaiy course of business and at arms length basis. The transactions are disclosed in Form AOC-2 attached herewith.

Further, we draw your attention to Note no. 26 of the Financial Statements of the Company for details of related party transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Rule 8(3) of the Companies (Accounts) Rules, 2014:

? Conservation of Energy: Adequate measures are being taken.

? Technology Absorption: Not applicable.

• Foreign Exchange Earnings & Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are worldwide recession, unhealthy competitions etc. which are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

During the year under review, the Company did not meet the criteria prescribed under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and was therefore not required to undertake any Corporate Social Responsibility (CSR) activities for the said year. However, the Company has met the applicable thresholds for the financial year 2025-26 and shall accordingly comply with the provisions relating to CSR, including formulation of a CSR policy and constitution of a CSR Committee, in the prescribed manner.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the requirement of formal annual evaluation by the Board of its own performance, that of its Committees and individual Directors is not applicable on the Company, as it does not fall under the prescribed class of companies to which the said provisions apply.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

During the year under review, the Company did not have any subsidiary, associate company, or joint venture within the meaning of Section 2(6) and Section 2(87) of the Companies Act, 2013. Accordingly, the requirement of reporting on the performance and financial position of such entities is not applicable.

OTHER STATUTORY DISCLOSURES AS REQUIRED UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

(i) Financial summary/ highlights are included elsewhere in the Report.

(ii) There was no change in the nature of business during the year under review.

(iii) the details of directors or key managerial personnel who were appointed or have resigned during the year are included elsewhere in the Report.

(iiia) a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

During the year under review, the Company has not appointed any Independent Directors. Accordingly, the requirement to provide the Boards opinion regarding the integrity, expertise, experience, and proficiency of Independent Directors, as mandated under Section 134(3)(p) of the Companies Act, 2013 read with applicable rules, does not arise.

(iv) the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; - NA.

(v) the details relating to deposits, covered under Chapter V of the Act - NA.

(vi) The details of the Deposit which are not in compliance with the requirement of the Chapter V of the Act - NA.

(vii) No significant and material orders were passed by the regulators or court or tribunals impacting the going concern status and Companys operations in future.

(viii) Details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has adequate internal financial control systems in place. The control systems are regularly reviewed by the external auditors and their reports are presented to the Board.

(ix) Your Company is required to maintain the Cost records as required under Section 148(1) of the Act and accordingly, such accounts and records are maintained by the Company for the Financial Year ended on March 31, 2025.

(x) a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and in terms of Section 22 of this Act, read with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, we report that for the Financial Year ended on March 31, 2025:

1. No. of complaints received in the year Nil

2. No. of complaints disposed-off in the year NA

3. Cases pending for more than 90 days NA

(xi) The details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year - Nil.

(xii) The details of the 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 reason thereof - Nil.

(xiii) a statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961- Nil

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed to ensuring a safe, healthy, and environmentally sustainable workplace. Safety protocols have been reinforced at all operational sites, and regular audits and drills are conducted to ensure employee well-being. The Company continues to comply with applicable environmental regulations and aims to minimize its carbon footprint by adopting energy-efficient technologies and sustainable practices.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company operates in a growing engineering and renewable energy sector, driven by infrastructure expansion and sustainability initiatives. It has expanded its offerings in windmill towers and mesh products to meet rising demand. Operational focus remained on cost control and supply chain stability. Financial discipline through effective working capital and borrowing management improved liquidity. Key risks such as raw material price volatility are actively monitored under a structured risk management process.

CORPORATE GOVERNANCE

Though the provisions of Corporate Governance under the Companies Act, 2013 are not mandatorily applicable to the Company, the Board is committed to following good governance practices. The Board meets at regular intervals and reviews performance, compliance, and strategic direction.

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

The Company has in place a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in accordance with the Act. An Internal Complaints Committee (ICC) has been duly constituted. During the year, no complaints were received, and necessary awareness sessions were conducted for employees.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company did not declare any dividend. As there is no unpaid or unclaimed dividend from previous years, the provisions of Section 125 of the Companies Act, 2013 relating to the transfer of such amounts to the Investor Education and Protection Fund are not applicable.

COMMITTEES OF THE BOARD

During the year under review, the Company was not required to constitute any committees such as the Audit Committee, Nomination and Remuneration Committee, or Stakeholders Relationship Committee, as specified under Sections 177 and 178 of the Companies Act, 2013, since the applicable thresholds for such constitution were not met.

VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism pursuant to Section 177(9) and (10) of the Companies Act, 2013 for directors and employees to report genuine concerns. The policy is available on the website of the Company.

INSURANCE

All the properties of your Company including Office Premises Furniture & Fixtures Office Equipments and Computer are adequately insured.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the statement required under the said Rule is not applicable.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

GENERAL:

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. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. All other applicable information to be reported in the Boards Report is either nil or not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the full co-operation received from the banks, other agencies and departments. The Directors are also thankful to staff and workers for their sincere co-operation and performance.

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis

The Company has not entered into any contract/arrangement/transaction with its related parties which is not at arms iength basis during the financial year 2024-25.

2. Details of material contracts or arrangement or transactions at arms length basis

Sr. No. Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board, if any	Amount paid as advances, if any
1 Nimish Kumar R. Vashi - Director	Remuneration	Monthly	Rs. 2.50 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Taken	During the year	Rs. 81.50 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Repaid	During the year	Rs. 380.70 Lakhs	AGM 30.9.2024	NA
2 Ayush Vashi - Director	Remuneration	Monthly	Rs. 12.00 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Taken	During the year	Rs. 20 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Repaid	During the year	Rs. 20.40 Lakhs	AGM 30.9.2024	NA
3 Vipul Vashi -Relative of Director	Loans/Advance Taken	During the year	Rs. 100 Lakhs	AGM 30.9.2024	NA

 

	Loans/Advance Repaid	During the year	Rs. 100 Lakhs	AGM 30.9.2024	NA
4 Bhavin Desai- Director	Loans/Advance Taken	During the year	Rs. 67.55 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Repaid	During the year	Rs. 67.55 Lakhs	AGM 30.9.2024	NA
5 Darpan Infrastructure Private Limited- Common Director	Loans/Advance Taken	During the year	Rs. 1018.67 Lakhs	AGM 30.9.2024	NA
	Loans/Advance Repaid	During the year	Rs. 551.00 Lakhs	AGM 30.9.2024	NA
	Rent Expenses	Monthly	Rs. 0.65 Lakhs	AGM 30.9.2024	NA