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Winsol Engineers Ltd Management Discussions

190.75
(4.52%)
Oct 9, 2025|12:00:00 AM

Winsol Engineers Ltd Share Price Management Discussions

The following discussion outlines the operational and financial performance of the Company, as well as its business outlook for the financial year 2024–25. This analysis is based on the prevailing business environment and current Government policies. It should be noted that future economic developments and other external factors may lead to variations in this analysis.

The Managements perspective on the Companys performance and future outlook is presented

below:

ECONOMIC OVERVIEW

Global Economy

The global economy is navigating a critical phase. After years of unprecedented shocks, signs of stabilization began to emerge in 2024. Inflation, though still above target levels, eased from multidecade highs, supported by the unwinding of supply bottlenecks and the lagged impact of monetary tightening. Labor markets also normalized, with unemployment and vacancy rates returning to pre-pandemic levels.

At the same time, major policy shifts—particularly new waves of tariffs and countermeasures announced since February 2024—are reshaping the global trade system, adding fresh uncertainty and testing resilience.

According to the IMFs World Economic Outlook Update (January 2025), global GDP growth is projected at 3.3% in 2025 and is expected to remain at the same level in 2026. The outlook reflects robust domestic demand in the United States, coupled with steady performance in several emerging market and developing economies. However, these projections remain below the historical average of 3.7% recorded during 2000–2019.

The moderation in growth reflects the effects of tight monetary policy, reduced fiscal support amid elevated debt levels, and structural productivity challenges. Global headline inflation is forecast to decline from 4.2% in 2025 to 3.5% in 2026, though regional variations will persist. Tariff-related price pressures may particularly weigh on advanced economies.

Source: IMF World Economic Outlook Update – January 2025

Indian Economy Outlook

India continues to stand out as the worlds fastest-growing major economy, maintaining steady momentum despite global headwinds. Real GDP growth for FY 2024–25 is estimated at 6.5%, with the Reserve Bank of India projecting a similar pace for FY 2025–26. This resilience underscores Indias role as a key driver of global economic expansion.

Inflation has moderated significantly, providing relief to households

and businesses alike. As of May 2025, the Consumer Price Index (CPI) inflation stood at 2.82%, the lowest level since February 2019.

Indias capital markets reflect strong investor confidence, serving as a vital engine of growth by channeling household savings into productive investments. By December 2024, Indian equity markets outperformed many peer economies, demonstrating both domestic and global trust in Indias long-term growth story.

Retail participation has surged sharply, with the number of retail investors rising from 4.9 crore in 2019 to 13.2 crore by the end of 2024. This significant increase illustrates a growing shift in public perception—viewing the stock market not merely as a corporate funding mechanism but also as an avenue for wealth creation for ordinary citizens.

Source: PIB Press Release – Indian Economy and Markets Overview

INDUSTRY STRUCTURE AND DEVELOPMENTS

Indias renewable energy sector has grown rapidly over the past decade, supported by favorable government policies, strong investor interest, and increasing cost competitiveness. As of FY25, the countrys installed renewable capacity stood at around 220 GW, with solar and wind energy accounting for a significant share. Solar power has crossed the 100 GW milestone, while wind energy capacity has exceeded 50 GW, reflecting Indias position as a global leader in clean energy adoption. The Government of India has set an ambitious target of 500 GW of renewable energy capacity by 2030, which will require annual additions of nearly 50 GW. This is being facilitated through large- scale tenders, transmission upgrades, and policy measures such as the Production-Linked Incentive (PLI) scheme to strengthen domestic manufacturing.

FY25 witnessed record additions of renewable capacity, with nearly 25 GW installed during the year. Importantly, renewable energy has become increasingly cost effective, with solar tariffs falling sharply over the past decade to around Rs. 2.15 per unit, making solar power more competitive than conventional thermal sources. At the same time, domestic manufacturing capacity for solar modules and cells has expanded significantly and is expected to further scale up in the coming years.

The sector continues to attract strong policy and financial support, with higher budgetary allocations, steady inflow of foreign direct investment, and robust participation in central and state- level auctions. While challenges such as land availability and transmission infrastructure remain, Indias renewable energy industry is well-positioned for sustained growth. These developments create significant opportunities for the Company, enabling it to strengthen its role in providing engineering, procurement, and construction solutions in line with the nations clean energy transition.

Government Initiatives

The Government of India has launched several initiatives to accelerate renewable energy growth and achieve the 2030 target of 500 GW of non-fossil fuel capacity. A major step in this direction is the Production-Linked Incentive (PLI) Scheme for high-efficiency solar PV modules, which is boosting domestic manufacturing capacity and reducing import dependence. With this support, Indias solar module capacity is expected to touch 100 GW by 2026, positioning the country as a global hub for renewable energy equipment.

To enable large-scale integration of clean energy, the Government

has emphasized expansion of transmission infrastructure under the National Electricity Plan, including the development of Green Energy Corridors and support for battery energy storage systems (BESS) and pumped storage projects. At the same time, the National Green Hydrogen Mission, with significant financial outlay, aims to make India a leader in green hydrogen production and exports, further driving demand for renewable energy.

Budget allocations for the Ministry of New and Renewable Energy (MNRE) have also been increased substantially, with a focus on capacity expansion, technology adoption, and grid integration. In addition, central agencies such as SECI, NTPC, and NHPC continue to drive capacity additions through competitive tenders and long-term PPAs, providing stability and visibility for project developers.

These initiatives are creating a strong pipeline of opportunities across the renewable energy value chain, offering growth prospects for engineering, procurement, and construction companies like ours, which are well-positioned to contribute to Indias clean energy transition.

Source: https://www.ibef.org/industry/renewable-energy

OUR BUSINESS

Your Company was originally incorporated as Winsol Engineers Private Limited on December 30, 2015, in Jamnagar, Gujarat, under the Companies Act, 2013. Pursuant to its conversion into a public limited company, a fresh certificate of incorporation reflecting the new name was issued by the Registrar of Companies, Gujarat, on December 21, 2023.

Headquartered in Jamnagar, your Company is an integrated Engineering, Procurement, Construction, and Commissioning (EPCC) enterprise with a specialized focus on Balance of Plant (BoP) solutions for wind and solar power generation projects. Its core offerings include foundation works, substation civil and electrical works, Right of Way (RoW) services, cabling from plant to substation and grid, and other project-specific works. Alongside these, it provides comprehensive Operations and Maintenance (O&M) solutions such as SCADA-based remote monitoring, preventive maintenance, and field-level manpower support, ensuring reliability, maximizing asset performance, and enhancing the lifecycle of renewable energy projects.

The Promoters, Mr. Ramesh Jivabhai Pindariya and Mr. Kishor Jivabhai Pindariya, who have been associated with the business since its inception, bring over three decades of experience in the engineering industry. Their vision, supported by a strong Board of Directors, Key Managerial Personnel, and Senior Management team, has been instrumental in shaping the Companys growth strategy, operational execution, and customer-centric approach.

With a strong emphasis on quality, safety, and sustainability, the organization holds ISO certifications—ISO 9001:2015 for Quality Management System, ISO 14001:2015 for Environmental Management System, and ISO 45001:2018 for Occupational Health and Safety Management System. These accreditations reflect its commitment to operational excellence, environmental responsibility, and employee well-being. Leveraging its technical expertise, industry knowledge, and robust execution capabilities, your Company is well-positioned to contribute meaningfully to Indias renewable energy growth story while creating long-term value for its stakeholders.

SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE

The Company is primarily engaged in a single line of business activity.

In accordance with Indian Accounting Standard (Ind AS) 108 – Operating Segments, separate segmental reporting is not applicable as the operations are confined to a single reportable segment.

However, from an operational perspective, revenue is generated from two key verticals within the renewable energy infrastructure space:

  • Balance of Plant (BoP) Solutions and
  • Operations & Maintenance (O&M) Services

Under the BoP vertical, the Company provides comprehensive solutions for both wind and solar power projects. These services cover all critical infrastructure components, excluding the generation equipment itself, and are often delivered on a turnkey Engineering, Procurement, and Construction (EPC) basis. The scope includes foundation works for wind turbines and solar modules, substation civil and electrical works, Right of Way (RoW) services, cabling from project site to substation and grid interconnection, and other project-specific works. These activities play a vital role in ensuring the smooth commissioning and operational readiness of renewable energy projects.

Complementing this, the O&M vertical focuses on delivering end-to-end services for wind and solar energy assets to ensure optimal performance and lifecycle efficiency. The offerings include site supervision and operational support, SCADA-based monitoring for real-time performance tracking, inspection and anomaly detection, scheduled maintenance and periodic component replacement, technical audits with detailed reporting, and provision of skilled manpower for continuous site operations. By adopting preventive maintenance practices, these services help reduce unplanned downtime, enhance energy generation efficiency, and strengthen the long-term reliability of renewable energy assets.

OPPORTUNITIES AND THREATS

The engineering industry faces a dynamic landscape with various opportunities and threats influenced

by technological advancements, economic factors, and societal shifts. Heres a breakdown:

Opportunities

  • Expanding wind energy market with installed capacity crossing 45 GW against a potential of over 300 GW, offering significant scope for new projects and BoP services.
  • Declining renewable energy costs driven by improvements in turbine efficiency, larger projects, and better grid integration, making renewables more competitive than fossil fuels.
  • Strong government push through initiatives like the National Hydrogen Mission and PLI scheme for solar PV manufacturing, encouraging domestic manufacturing and job creation.
  • Aggressive national target of 620 GW renewable capacity by 2030, including 470 GW from solar and wind, expected to drive demand for EPC and O&M services.
  • Growing private and foreign investments, with over US$ 30 billion invested in 2024, indicating robust investor confidence.
  • Rising corporate focus on ESG and sustainability, boosting demand for reliable BoP and O&M services.

Threats

  • Policy and regulatory uncertainties, with frequent changes, complex approvals, and procedural delays impacting project execution.
  • Technological challenges such as limited advanced turbines,

specialized components, and skilled manpower requirements affecting scalability.

  • Supply chain risks from geopolitical tensions, raw material shortages, and logistics constraints, leading to delays and cost escalations.
  • Climatic and environmental challenges, including extreme weather events and stricter compliance requirements, adding to operational and financial risks.

OUTLOOK

Your Company was founded with a vision to leverage technology and engineering excellence to optimize natural resources and deliver sustainable energy solutions for the future. With over four decades of promoter experience and a management team that blends youthful agility with seasoned expertise, the Company is positioned to drive innovation, efficiency, and operational excellence in the renewable energy sector.

Operational efficiency continues to be at the core of our strategy, supported by strict cost management, robust project monitoring, and continuous process improvements. By modernizing equipment, upskilling our workforce, and refining procurement strategies, we ensure timely and cost-effective project execution while maintaining high-quality standards.

Looking ahead, your Company aims to strengthen its leadership in Balance of Plant and Operation & Maintenance services, fully aligned with Indias ambitious renewable energy goals. With a strong foundation and a proactive approach, the Company is well placed to seize emerging opportunities and contribute significantly to the nations clean energy transition.

RISK AND CONCERNS

Your Company has established a comprehensive risk management framework aimed at identifying, assessing, and mitigating potential risks in a systematic manner. This framework involves continuous monitoring, trend analysis, and impact evaluation, which enables early detection of challenges and the adoption of proactive measures. It covers a broad spectrum of risks including strategic, operational, financial, compliance, and environmental risks, reflecting the evolving dynamics of the engineering and renewable energy sector. Key concerns such as project execution delays, raw material cost fluctuations, supply chain disruptions, policy or regulatory changes, and safety and environmental challenges are closely monitored to safeguard operational stability.

To mitigate these risks, your Company emphasizes preventive action through strong internal processes, diversified procurement strategies, and strict adherence to quality and safety standards. Regular reviews by senior management and the Audit Committee ensure that corrective actions are taken promptly and effectively. This structured approach not only reduces potential adverse impacts but also strengthens operational resilience, builds stakeholder confidence, and positions the Company to seize emerging opportunities while navigating uncertainties inherent in the industry.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control procedures that are appropriate to its size and the nature of its business operations in India. Well-defined policies, guidelines, and procedures form the foundation of these internal control systems.

The effectiveness of these controls, covering the Companys business processes and financial

reporting mechanisms, is regularly reviewed by both the management and the internal auditors.

Internal audits are conducted periodically to identify any weaknesses and recommend improvements for enhanced operational efficiency.

The findings and suggestions of the internal auditors are thoroughly reviewed by the Audit Committee, which oversees the implementation of corrective actions to ensure robust and effective internal controls.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

(? in Lakhs)

Particulars

Standalone-Year Ended

Consolidated-Year Ended

31/03/2025 31/03/2024 31/03/2025 31/03/2024

Revenue From Operations

11057.40 7516.49 11141.85 7804.91

Other Income

6.54 7.26 6.54 7.36

Total Income

11063.95 7523.75 11148.39 7812.27

Less: Total Expenses before

Depreciation, Finance Cost and Tax

9369.80 6238.85 9391.32 6470.7

Profit Before Depreciation, Finance

Cost and Tax

1694.15 1284.90 1757.07 1341.57

Less: Depreciation

38.97 37.33 38.97 37.33

Less: Finance Cost

96.27 78.72 99.75 80.64

Profit Before Tax

1558.91 1168.84 1618.35 1223.60

Less: Current Tax

429.10 298.06 444.06 312.33

Less: Deferred tax Liability (Asset)

(4.40) (0.89) (4.39) (0.89)

Profit After Tax

1134.21 868.09 1178.68 908.58

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your Company strongly believes that its employees are its most valuable asset and the cornerstone of its sustained growth. A key focus area continues to be the development of a performance-oriented, competency-driven culture built on the pillars of accountability, transparency, and continuous improvement.

During the year under review, your Company undertook several human resource initiatives aimed at enhancing organizational effectiveness and workforce capability. These included structured training programs, both in-house and external, designed to strengthen domain expertise, develop leadership skills, and promote cross-functional efficiency. Employees at all levels were encouraged to participate in workshops and sessions aligned with industry trends, regulatory changes, and operational best practices.

The Company has also implemented employee engagement measures that foster a collaborative and motivated work environment. Regular performance reviews, open communication channels, and recognitions of high-performing employees are among the many steps taken to cultivate a high- performance culture and ensure alignment with business objectives.

As on March 31, 2025, the Company had a total of One Hundred Twenty-Seven (127) full-time employees. Despite operating with a lean workforce, the Company continues to maintain operational agility and functional accountability through streamlined systems and clear role definitions. Industrial relations during the financial year remained cordial and harmonious.

The management remains committed to maintaining a positive and productive work environment built on mutual respect and cooperation. Going forward, the Company aims to further strengthen its

human capital through strategic talent acquisition, upskilling initiatives, and succession planning to support its growth aspirations.

KEY FINANCIAL RATIOS

Ratio

Figures As At

31.03.2025

Figures As At

31.03.2024

% Change From

Last Year

Explanation for Change in Ratio (for more than 25% in

comparison with last year)

Current Ratio

2.54 1.83 38.92 The Companys current assets have increased significantly relative to its current liabilities,

leading to a reduction in overall debt.

Debt-Equity Ratio

0.33 0.55 (39.17) DE ratio of the company has

improved on account of reduction in debt due to payment of term loan, pay off

of other liability resulting in decrease in debt.

Debt Service Coverage

Ratio

0.97 1.24 (21.94) -

Interest Coverage Ratio

17.19 15.97 7.67 -

Return on Equity Ratio

0.34 0.67 (48.45) -

Inventory turnover ratio

- - -

Trade Receivables

turnover ratio

3.72 3.19 16.69 -

Trade payables turnover

ratio

9.65 8.62 11.94 -

Net capital turnover ratio

3.09 4.95 (37.65) The Net capital turnover ratio has decreased. Though the turnover has increased during the year, the capital employed has also increased due to increase in Profit resulting in decrease in Net capital

turnover ratio.

Net profit ratio

10.26 11.55 (11.18) -

Operating Profit Margin

14.10 15.55 (9.34) -

Return on Capital employed

0.46 0.82 (43.77) The companys average capital employed have increased significantly relative to earnings before interest and tax, leading to a reduction in

overall debt.

Return on investment

- - - -

CAUTIONARY STATEMENT

This report contains forward-looking statements that reflect your Companys current views and future expectations in accordance with applicable laws and regulations. These statements relate to the Companys strategic objectives, business prospects, plans, projections, estimates, and anticipated financial performance. They are based on certain assumptions and expectations of future events which are inherently subject to risks and uncertainties. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors—both external and internal—that could cause actual results, performance, or achievements to differ materially from those expressed or implied in these statements. These may include, but are not limited to, changes in regulatory environment, economic developments, market conditions, interest rates, raw material prices, exchange rate fluctuations, or other factors beyond the Companys control. Your Company does not undertake any obligation to publicly update or revise any forward-looking statements in light of future events, developments, or new information, except as may be required by applicable law. Readers are advised not to place undue reliance on these statements and to exercise caution in interpreting them

ANNEXURE-F

To,

The Members,

Winsol Engineers Limited

Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar- 361006, Gujarat, India.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Winsol Engineers Limited. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

  • The Companies Act, 2013 (‘the Act) and any amendments thereof (hereinafter collectively referred to as the

"the Act") and the Rules made thereunder;

  • The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder including amendment thereof;
  • The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder including amendment thereof;
  • Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made thereunder to the extent of Foreign Direct Investment;
  • The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act): -

  • The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
  • The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI LODR);
  • The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
  • Revised Secretarial Standards issued by the Institute of Company Secretaries of India.

I further report that, as the Company is primarily engaged in the business of providing integrated Engineering, Procurement, Construction (EPC) and Commissioning services including Balance of Plant (BoP) Solutions for Wind and Solar Power Projects, I have relied on the representations made by the Company and its officers regarding the systems in place, as confirmed by the management.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with following Acts, Laws and Regulations applicable specifically to the Company:

  • Electricity Act, 2003.
  • The Grid Code, the grid connectivity standards applicable to the Transmission Line and the sub-station as per the Central Electricity Authority (Technical Standards for Connectivity to the Grid) Regulations, 2007, Central Electricity Authority (Technical Standards for Construction of Electrical Plants and Electric Lines) Regulations, 2010.
  • Central Electricity Authority (CEA) Regulations.
  • Relevant State Electricity Regulatory Commission guidelines.
  • Renewable Energy Development Authority regulations (MNRE & State Nodal Agencies).

I have relied on the representation made by the Company and its officers for system and mechanism framed by the Company for compliances of the said laws.

During the year under review, the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above read with circulars, notifications and amended rules, regulations, standards etc. issued by the Ministry of Corporate Affairs, Securities and Exchange Board of India and such regulatory authorities for such acts, rules, regulations, standards etc. as may be applicable, from time to time issued for compliances, have been complied by the Company above except:

Sr.

No.

Compliance Requirement (Regulations/ Circulars /

Guidelines

Including Specific Clause)

Deviations Observations/ Remarks of the Practicing Company Secretary

1.

Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR)

Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD- PoD- 1/P/CIR/2023/123

dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/PoD

2/CIR/P/0155 dated November 11, 2024 and SEBI Circular No.

SEBI/HO/CFD/CFD- PoD2/CIR/P/2024/1

85 dated

December 31, 2024.

Delayed disclosure under Regulation 30

regarding receipt of order

Every listed entity is required to disclose material events relating to the receipt of orders to the stock exchange(s) within 24 hours of their occurrence. In this case, it was observed that the Company disclosed the receipt of an order from WYN Renewables Private Limited on May 27, 2024, whereas the actual receipt of the order was on May 15, 2024. This resulted in a delay of 11 days in making the disclosure, as against the prescribed timeline of 24 hours.

Annual Report 2024-25

2.

Regulation 4 (2) read with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Delayed in trading window closure

The Company made a delay of 13 days in closure of the Trading Window in respect of the Annual Results for the period ending on March 31, 2024. The Company got listed on May 14, 2024, and from that date, compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 became applicable to the Company. However, the Trading Window was closed only on May 27, 2024,

instead of immediately upon listing, thereby resulting in non- compliance with the said provisions.

3.

Schedule B of Securities and Exchange Board of India Prohibition of Insider Trading (PIT), Regulations, 2015

Promoter had entered into Contra Trade for a period less than 6

months

Instances of Contra Trade executed by Promoter Mr. Ramesh Jivabhai Pindariya for a period less than 6 months:

Date of Transaction

Buy/Sell

No of Shares

January 17, 2025

Buy

6000

January 17, 2025

Sell

400

January 21, 2025

Buy

4000

4.

Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015) (PIT)

Member of Designated Person had not given Disclosures within 2

trading days of transaction or a series of transaction in a calendar quarter aggregating to a traded value of Rupees Ten Lakh Rupees under Regulation 7(2) of

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015).

The following Designated Persons failed to make the requisite disclosures within two trading days of the respective transactions or a series of transactions aggregating to a traded value of Rupees Ten Lakh in a calendar quarter, as mandated under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015:

Name of Person Category

Date of Transactio n

Date of Intimation to

Company

Delay Buy/Sell

No of Shares Buy/

(Sold)

Ramesh Jivabhai Pindariya

Promot er

Novembe

r 19, 2024

January

28 2025

46

Days

Buy

4800

Novembe

r 26, 2024

January

28 2025

41

Days

Buy

3600

Novembe

r 27, 2024

January

28 2025

40

Days

Buy

3600

Novembe

r 28, 2024

January

28 2025

39

Days

Buy

3600

Novembe

r 29, 2024

January

28 2025

38

Days

Buy

800

Decembe

r 03, 2024

January

28 2025

36

Days

Buy

7200

Decembe

r 04, 2024

January

28 2025

35

Days

Buy

2000

Decembe

r 19, 2024

January

28 2025

24

Days

Buy

6000

January

02, 2025

January

28 2025

15

Days

Buy

400

January

10, 2025

January

28 2025

9

Days

Buy

2000

January

17, 2025

January

28 2025

4

Days

Buy

6000

January

17, 2025

January

28 2025

4

Days

Sell

(400)

January

21, 2025

January

28 2025

2

Days

Buy

4000

January

22, 2025

January

28 2025

1 Day Buy

4000

Ms. Kashmira Pindariya Promot er

January 07, 2025

January 27, 2025 12

Days

Buy

400

I further report that –

  • Few ROC forms have been filed delayed with additional fees by the company for the financial year 2024-25.
  • Further, during the year under review, the Company initially used software from Purva Share Registry India Pvt. Ltd. for SDD entries. Due to technical issues, the software was corrupted, resulting in data loss. The Company transitioned to Orion Legal Supplies software on January 16, 2025, and re-entered available data from October 1, 2024. A report for the half-year ended September 30, 2024, was retained and relied upon. For the second half, a software audit was conducted for entries up to March 31, 2025. Entries from October 1, 2024 to January 16, 2025 were re-entered in the new software, and I have relied on managements certification that these were originally made in a timely manner in the previous system.

During the Period under review, provisions of the following Acts, Rules, Regulations, Guidelines, Standards, are not applicable to the Company:

  • Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
  • The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021,
  • Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021,
  • The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018,
  • The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Kfin Technologies Limited as Registrar & Share Transfer Agent as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made thereunder to the extent of External Commercial Borrowings and Overseas Direct Investment;

I further report that –

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board and Committees were carried with requisite majority.

Since none of the members have communicated dissenting views in the matters / agenda proposed from time to time for consideration of the Board and Committees thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

I further report that-

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the year under review-

  • The Company filed its Prospectus with the Registrar of Companies, Ahmedabad, on May 9, 2024. The Public Issue was open from May 06, 2024, to May 09, 2024. The basis of allotment was finalized on May 10, 2024 by the Company, Registrar to the Issue and Merchant Banker in consultation with the National Stock Exchange of India Limited (NSE). Listing approval was granted by NSE vide

letter dated May 13, 2024, and trading of the Companys equity shares commenced on the Emerge

Platform of NSE with effect from May 14, 2024.

  • Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on May 10, 2024, has allotted total 31,15,200 Equity Shares Rs. 10/- each at price of Rs. 75/- per Equity Share (Including a share premium of Rs. 65/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.
  • The Company incorporated a new foreign subsidiary w.e.f March 23, 2025 under the name Winsol Engineers Zambia Limited in Lusaka, Zambia.

Note: This Report is to be read with my letter of above date which is annexed as Annexure I and forms an integral part of this report.

‘Annexure I To the Secretarial Audit Report

To,

The Members,

Winsol Engineers Limited

Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar- 361006, Gujarat, India.

My Secretarial Audit Report of even date is to be read along with this letter.

  • Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.
  • I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided to me, on test basis, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.
  • I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
  • Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
  • The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.
  • The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

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+91 9892691696

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
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