Transwind Infrastructures Ltd Directors Report

To,

The Members of

TRANSWIND INFRASTRUCTURES LIMITED

Your Directors have pleasure in presenting the 28^th (Twenty Eighth) Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The following are the financial results of the Company for the year ended 31st March, 2025:

(Amount in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	2288.13	1479.89
Other Income	52.05	44.77
Less: Expenses	2171.27	1458.86
Profit Before Tax	168.90	65.80
Less: Tax Expenses	110.80	11.22
Profit For the year	58.10	54.58

2. RESULTS OF OPERATIONS AND THE STATE OF

COMPANYS AFFAIRS

The Key highlights pertaining to the business of the Company for the year 2024-25 have been given hereunder:

> The total revenue from operation of the Company during the financial year 2024-25 is Rs. 2288.13 lakhs against the previous years revenue of Rs 1479.89 lakh.

> The total expenses of the Company during the financial year 2024-25 is Rs. 2171.27 lakhs against the previous years expenses of Rs 1458.86 lakh.

> The company has achieved profit of Rs. 58.10 lakh against the previous years profit of Rs 54.58 lakh.

Your Directors are optimistic about the Companys business and hopeful of better performance with increased revenue and profit in the coming year.

3. DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

4. RESERVES

The Company does not propose to transfer any amount to General Reserves.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) &(vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any wholly owned subsidiary or subsidiary company, joint venture and associate company. Hence, declaration regarding the same is not required.

8. SHARECAPITAL

The Company has Increase in Authorised Share Capital from 7,00,00,000/- divided into 70,00,000 equity shares of Rs. 10/- each to 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each by passing ordinary resolution in EGM held on 22nd March, 2024.

Except above, There is no change in Share Capital of the Company during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

10. MANAGEMENT DISCUSSIONS &ANALYSISREPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 is enclosed as Annexure-A forming part of this Report.

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 1 34(3)(a) of the Act, the draft Annual Return as on 31 st March, 2025 is available on the Companys website www.transwind.in .

11. PARTICULARS OF EMPLOYEES

Pursuant to Section197(12)of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing such details is enclosed as Annexure- B forming part of this report.

12. STATUTORY AUDITORS

M/s. Gattani & Associates (Firm Registration No.: 103097W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2024-25. There is no adverse remark or observation in report which required explanation. The remarks of Auditors are self explanatory and have been explained in Notes on Accounts.

13. SECRETARIAL AUDITORS

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. SCS AND CO. LLP, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 201 3 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. SCS AND CO. LLP, Practising Company Secretaries (FRN: L2020GJ008700, COP No.: 15131 and Peer Reviewed Certificate No. 1677/2022), as Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years commencing from financial year 2025-26 to 2029-30, for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. SCS AND CO. LLP, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013. The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

14. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

15. CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2024-25 and as on date of this Report are as follows:

S.N. Name of Directors and Key Managerial Personnel	Category and Designation	Date of Appointment	Date of Cessation
1 Mr. Pankaj Kumar Dubey	Whole-time Director	07.04.2017	--
2 Mr. Nishant Pandey	Whole-time Director	05.02.2024
3 Mr. Niranjansingh Rajput	Whole-time Director	06.06.2019	05.02.2024
4 Mr. Mithilaish Dubey	Non-Executive Director	12.10.2018	--
5 Ms. Avni Chauhan	Non-Executive Independent Director	12.06.2020	29.04.2024
6 Mr. Audhesh Pandey	Non-Executive Independent Director	14.11.2022	--
7 Ms. Hema L Advani	Non-Executive Independent Director	07.10.2024	-
8 Mr. Ajay Kumar Singh	Chief Financial Officer(KMP)	11.11.2020	--
9 Ms. Seema Manish Luniya	Company Secretary & Compliance Officer (KMP)	14.10.2022	18.09.2024
10 Ms. Kriya Shah	Company Secretary & Compliance Officer (KMP)	21.11.2024	---

In accordance with the provisions of the Companies Act, 201 3 and the Article of Associations of the Company, Mr. Mithilaish Dubey retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment.

As per the requirement of section 134(3)(d) of the Companies Act, 2013, We state that the Independent directors meet the criteria of Independence under section 149(6) of the Companies Act, 2013.Your Company has received the said Declaration from all the Independent Directors.

18. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, there were 9 (Nine) Board Meetings held i.e. 29^th April 2024, 30^th May 2025, 21^st August 2024, 29^th August 2024, 18^th September 2024, 7^th October 2024, 26^th October 2024, 21^st November 2024 and 21^st February 2025.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard-I and MCA Circulars. The prescribed quorum was presented for all the Meetings.

19. COMMITTEES OF THE BOARD

As on 31st March, 2025 the Company has three Statutory Committees, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Constitute of Committees are asunder:

A. Audit Committee:

Constitution of Audit Committee as on 31.03.2024:

Name	Designation/ Position in the Committee
Mr. Audhesh Pandey	Non- Executive Independent Director, Chairperson
Mr. Pankaj Dubey	Whole-time Director, Member
Ms. Hema Advani	Non- Executive Independent Director, Member

The Audit Committee met 4 times during the Financial Year 2024-25. The maximum gap between two meetings was not more than 120 days The Committee met on 30^th May 2025, 29^th August 2024, 21^st November 2024 and 21^st February 2025.

. The necessary quorum was present for all Meetings.

The term of reference of Audit Committee is as below:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditors report thereon.

iv Approval or any subsequent modification of transactions of the company with related parties.

v Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

vii. Evaluation of internal financial controls and risk management systems.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit, including the observations of the audit or sand review of the financial statement before their submission to the Board and may also discuss any related issue with the internal and statutory auditors and the management of the company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to obtain professional advice from external sources and have full access to information contained in the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote.

xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reason thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

B. Nomination and Remuneration Committee as on 31.03.2025:

Constitution of Nomination and Remuneration Committee:

Name	Designation/ Position in the Committee
Mr. Audhesh Pandey	Non- Executive Independent Director, Chairperson
Mr. Mithilaish Dubey	Non- Executive Director, Member
Ms. Hema Advani	Non-Executive Independent Director, Member

The Nomination and Remuneration Committee met 2 times during the Financial Year 2024-25. The Committee met on 7^th October 2024 and 21^st November 2024. The necessary quorum was present for all Meetings

The term of reference of Nomination & Remuneration Committee is as below:

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their performance.

ii. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

iii. TheNominationandRemunerationCommitteeshall,whileformulatingthepolicyensurethat:

o the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

o Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

o Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

iv. Regularly review the Human Resource function of the Company.

v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

C. Stakeholders Relationship Committee as on 31.03.2025:

Constitution of Stakeholders Relationship Committee:

Name	Designation/ Position in the Committee
Mr. Mithilaish Dubey	Non- Executive Non-Independent Director, Chairperson
Mr. Pankaj Kumar Dubey	Whole-time Director, Member
Mr. Audhesh Pandey	Non- Executive Independent Director, Member

The Stakeholders Relationship Committee met 1 times during the Financial Year 2024-25. The Committee met on 21^st February 2025. The necessary quorum was present for all Meetings. The Company had not received any complaints during the year and thus, there is no complaint pending as on date. There was no valid request for transfer of shares pending as on 31st March, 2025. Ms. Kriya Shah, Company Secretary is the Compliance Officer for the above purpose.

20.SECRETARIALSTANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

21. COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 201 3 are not applicable to the Company.

22. FORMAL ANNUALEVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder, the Board has carried out an evaluation of its own performance, the performance of individual Directors, the Board Committees, and the Chairman of the Board. The evaluation was conducted on the basis of attendance, contribution, and various other criteria as recommended by the Nomination and Remuneration Committee of the Company.

The evaluation covered aspects such as the functioning of the Board and its Committees, the adequacy of experience and expertise, and the discharge of specific duties and obligations. The Directors expressed their satisfaction with the evaluation process and its outcome.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIALCONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

24. INSTANCES OF FRAUD, IF ANY REPORTED BY THEAUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

25. DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed 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 theCompanyasatMarch31,2025,andoftheprofitoftheCompanyforthatyear;

c. the Directors have 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; and

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. 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.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 1 86 OF THEACT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 201 3 during the period under review. However the details related to Loan/Guarantee or investment for earlier period is given in the note of Financial Statements.

27. RELATED PARTYTRANSACTION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered in to any contract/arrangement/transactions with related parties which could be considered material. Hence, the Company is not required to attach FormAOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules,2014.

28. INSURANCE

All the properties and insurable interests of the Company to the extant required adequately insured.

29. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013

There was no case filed during the year under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 201 3. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

30. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

31. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys Policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

32. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The web link for the policy iswww.transwind.in.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts or Tribunals,impacting the going concern status of the Company and its future operations.

34. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulatedunderSection134oftheCompaniesAct,2013readwiththeCompanies(Accounts)Rules,2014during the year are as stated below:

(A) Conservation of Energy
(i) the steps taken or impact on conservation of energy	Not Applicable
(ii) the steps taken by the Company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology Absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	The Company has not imported any technology during the year under review.
a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign Exchange Earnings and Outgo	During the year under
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms of actual outflows.	review, the Company did not earn any foreign exchange inflows and there was no foreign exchange outflow.

35. GENERAL SHAREHOLDERS INFORMATION

Annual general Meeting: 28^th Annual General Meeting of the Members of the Company will be held on Monday, 29th September, 2025 at 04.00 P.M.at 74 - New York Tower A Sarkhej - Gandhinagar Highway, Thaltej, Ahmedabad, Gujarat 380054.

Book Closure: The Register of members and Share Transfer Books of the Company will remain closed from 23^rd September, 2025 to 29^th September, 2025 (both days inclusive)

Listing on Stock Exchange: The Companys shares are listed on National Stock Exchange of India on NSE SME

Emerge platform w.e.f. July 12, 201 7 NSE Exchange Plaza, Bandra Kurla complex,(E), Mumbai-400051.

NSE Symbol: TRANSWIND

Registrar and Transfer Agent (RTA): Share transfer and all other Investors / Shareholders related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact MUFG Intime India Private Limited., 506-508, Amarnath Business Centre- 1 (ABC 1), Besides Gala Business Centre, Near St. Xaviers College Corner, Off C G Road, Ellisbridge, Ahmedabad - 380006 Email id: ahmedabad@in.mpms.mufg.com . However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

Date: 06.09.2025 By order of the Board,

Place: Ahmedabad

For Transwind Infrastructures Limited

Registered Office:
74, NewyorkTower-A,	Sd/-	Sd/-
Opp. Jain Derasar, S.G.Highway	Pankaj Kumar Dubey	Mr. Nishant Pandey
Thaltej, Ahmedabad-380054	Whole-Time Director	Whole-Time Director
Email: cs@transwind.in	(DIN : 07787184)	(DIN : 01915127)
Contact: 079-26854899
Web: www.transwind.in