Winsol Engineers Ltd Directors Report

Dear Shareholders,

Your Board of Directors has pleasure in presenting the 11^th Annual report on the business and operations of your Company ("the Company") for the financial year ended March 31, 2026. ("FY 2025-26/ FY 2026"). This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Companys financial performance and position during the year.

OVERVIEW OF FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Key highlights of standalone & consolidated financial performance for the year ended March 31, 2026, are summarized as under:

				(Rs. in Lakhs)
Particulars	Standalone-Year Ended	Consolidated-Year Ended
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Revenue From Operations	13647.94	11057.40	13656.58	11141.85
Other Income	64.03	6.54	64.03	6.54
Total Income	13711.97	11063.95	13720.61	11148.39
Less: Operating expenditure before Finance Cost, Depreciation, and amortization	11211.92	9369.80	11203.20	9391.32
Earnings before Finance cost, depreciation and amortization (EBITDA)	2500.05	1694.15	2517.41	1757.07
Less: Depreciation	97.26	38.97	97.26	38.97
Less: Finance Cost	400.17	96.27	403.08	99.75
Profit Before Tax	2002.62	1558.91	2017.07	1618.35
Less: Current Tax	420.45	429.10	425.29	444.06
Less: Deferred tax Liability (Asset)	152.39	(4.40)	152.39	(4.39)
Profit After Tax	1429.78	1134.21	1439.39	1178.68

FINANCIAL HIGHLIGHTS

Standalone Highlights of Operational Performance

During the financial year 2025-26, the total income of your Company stood at K13,711.97 Lakh as against K11,063.95 Lakh in the previous financial year ended March 31, 2025, registering a growth of 23.93% over previous year.

Further, during the financial year 2025-26, the Companys EBITDA increased to K2,500.05 Lakh from K 1,694.15 Lakh in the previous financial year 2024-25, reflecting the improvement in the scale of operations and operating performance of the Company

Consequently, The Net Profit after Tax of your Company for the year under review stood at K1,429.78 Lakh as compared to K 1,134.21 Lakh in the previous financial year, representing an increase of 26.06%. The improvement in profitability was primarily driven by higher revenue from operations and improved operational performance during the year.

Consolidated Highlights of Operational Performance

The Consolidated Financial Statements of your Company include the financial statements of Repower Infrastructure Private Limited and Alunova Profiles Private Limited, the wholly owned subsidiaries of the Company.

On a consolidated basis, the total income for the financial year 2025-26, was K13,720.61 Lakh as compared with K11,148.39 Lakh in the previous financial year, registering a growth of 23.07%.

Further, during the financial year 2025-26, your Company has earned a consolidated Net Profit after Tax stood at K1,439.39 Lakh as compared to K 1,178.68 Lakh in the previous financial year representing a growth of 22.12%. The increase in profitability was primarily attributable to the higher revenue from operations and sustained operational efficiency across the Company and its subsidiaries.

Winsol Engineers Zambia Limited, a foreign subsidiary of the Company, has not commenced business operations. Further, as per the applicable laws of Zambia, its financial year follows the calendar year (January-December). Accordingly, there was no operational impact of the subsidiary on the consolidated financial performance of the Company for FY 2025-26.

DIVIDEND AND RESERVES

DIVIDEND

Your Board of Directors has recommended a dividend of Rs. 1 (Rupees one only) per Equity Share having face value of Rs.10/- per equity share (i.e. 10 % of face value) for the financial year ended on March 31, 2026. The payment of the dividend is subject to approval of shareholders at the ensuing 11^th Annual General Meeting ("AGM").

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

UNCLAIMED DIVIDENDS

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend. Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ("IEPF") set up by the Government of India.

TRANSFER TO GENERAL RESERVE

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

COMPANY OVERVIEW

Your Company was incorporated as Winsol Engineers Private Limited on December 30, 2015, at Jamnagar, Gujarat, and was subsequently converted into a public limited company and renamed Winsol Engineers Limited on December 21, 2023. The Company thereafter completed its Initial Public Offering ("IPO") and its Equity Shares were listed on the NSE Emerge platform of National Stock Exchange of India Limited ("NSE"). During FY 2025-26, the Company further expanded its objects by amending its Memorandum of Association to enable trading, procurement, supply, distribution and allied activities relating to fire-fighting equipment, safety equipment, PPE, engineering goods, electrical and mechanical equipment, machinery and other allied products.

Your Company is an integrated EPC company providing Balance of Plant ("BoP") solutions primarily for Wind and Solar power projects, including foundation, substation civil and electrical, RoW, cabling and allied infrastructure works, along with Operation and Maintenance ("O&M") services. During the year, the Company continued to strengthen its operations and expand its presence in the renewable energy sector, while focusing on quality, timely execution and sustainable growth. The Company is certified under ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 standards.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Board of Directors, at its meeting held on Thursday, February 19, 2026, approved the proposal for Alteration (Addition) in the Main Objects Clause of the Memorandum of Association ("MOA") of the Company, by inserting an additional Main Object Clause to enable the Company to undertake trading, procurement, supply, distribution and allied business activities in, interalia, fire-fighting equipment, safety equipment, personal protective equipment (PPE), engineering goods, electrical and mechanical equipment, machinery and other allied products.

The aforesaid amendment was approved by the Members of the Company by passing a Special Resolution through Postal Ballot on Sunday, March 22, 2026.

The addition of the new Main Object Clause has been made to broaden the scope of the Companys business activities and to provide greater operational flexibility for pursuing future business opportunities. However, there has been no change in the existing nature of the Companys principal business, and the Company continues to carry on its business in the power transmission, generation, distribution and allied infrastructure sector.

SHARE CAPITAL

Authorized Share Capital

During the year under review, the Board of Directors, at its meeting held on Wednesday, September 03, 2025, approved the proposal to increase the Authorised Share Capital of the Company from Rs.12,50,00,000/- (Rupees Twelve Crore Fifty Lakh Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakh) Equity Shares of Rs.10/- each to Rs.17,50,00,000/- (Rupees Seventeen Crore Fifty Lakh Only) divided into 1,75,00,000 (One Crore Seventy-Five Lakh) Equity Shares of Rs.10/- each, subject to the approval of the Members of the Company.

The Members of the Company approved the aforesaid increase in the Authorised Share Capital by passing an Ordinary Resolution at the 10^th Annual General Meeting held on Friday, September 26, 2025, and consequently approved the alteration of Clause V of the Memorandum of Association of the Company.

Accordingly, as on March 31, 2026, the Authorised Share Capital of the Company stands at Rs.17,50,00,000/- (Rupees Seventeen Crore Fifty Lakh Only) divided into 1,75,00,000 (One Crore Seventy-Five Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-up Share Capital

During the year under review, there was no change in the Issued, Subscribed & Paid-Up Share Capital of your Company.

The Issued, Subscribed and Paid- up Share Capital of Company as on March 31, 2026, is K 11,53,52,000/- (Rupees Eleven Crores Fifty- Three Lakhs Fifty-Two Thousand Only) divided into 1,15,35,200 (One Crore Fifteen Lakhs Thirty-Five Thousand Two Hundred) Equity Shares of K 10/- (Rupees Ten Only) each.

CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of the Company. The registered office of the company is situated Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar, Gujarat, India, 361006.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://winsol.info/annual-report-annual-return/

DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Original Appointme nt	Date of Appointment at current Term & designation	Total Director Ships in other 1 co.	No. of Committee1	No. of Shares held as on March 31, 2026
					in which Director is Member2	in which Director is Chairman
Mr. Ramesh Jivabhai Pindariya	Chairman cum Managing Director	December 30, 2015	December 09, 2023	3	1		63,97,400
Mrs. Amri Ramesh Pindariya	Whole time Director	December 30, 2015	December 09, 2023	1	1		8,33,580
Mr. Kishor Jivabhai Pindariya	Executive Director	January 12 2024	February 02, 2024	3			4,21,000
Ms. Pindariya Kashmira	Non-Executive Director	November 16, 2023	December 04, 2023		1	1	4,21,400
Mr. Prakash Kantilal Vora	Non-Executive Independent Director	January 03, 2024	January 05, 2024	1	1
Mr. Hariharan Venkiteshwaran Prasad	Non-Executive Independent Director	January 03, 2024	January 05, 2024		2	1
Mr. Niranjan Mishra*	Additional NonExecutive Independent Director	June 03, 2026	June 03, 2026

1 excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs

2 Committee includes Audit Committee and Shareholders Relationship Committee across all Public Companies including our Company.

* Mr. Niranjan Mishra (DIN: 11755863) has been appointed as Additional (Non-Executive Independent) Director of the company w.e.f. June 03, 2026 being the date of obtaining valid Director Identification Number (DIN) from Ministry of Corporate Affairs, pursuant to his appointment approved by the Board in their meeting dated May 30,2026.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE

During the year under review, there were no changes took place in constitution of the Board of Directors of the Company.

However, after closure of Financial Year 2025-26, Mr. Niranjan Mishra (DIN: 11755863), was appointed as Additional Director (Non-Executive Independent) of the company w.e.f. June 03, 2026 and his appointment as an Independent Director, for a term of five (5) years, is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Retirement by rotation and subsequent re-appointment

Mr. Kishor Jivabhai Pindariya (DIN: 08331120), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 11^th Annual General meeting.

KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Rishibha Kasat resigned from the position of Company Secretary & Compliance Officer of the Company with effect from April 30, 2025. Thereafter, The Board of Directors, at its meeting held on May 29, 2025, appointed Mr. Pratik Viralbhai Solani as the Company Secretary & Compliance Officer of the Company w.e.f. May 29, 2025.

Accordingly, pursuant to the provisions of Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnel of the Company as on the date of this Report:

a Mr. Ramesh Jivabhai Pindariya - Chairman cum Managing Director b Mrs. Amri Ramesh Pindariya - Whole-time Director

c Mr. Kishor Jivabhai Pindariya - Chief Financial Officer

d Mr. Pratik Viralbhai Solani - Company Secretary & Compliance Officer

Except the aforesaid change, there was no other change in the Key Managerial Personnel of the Company during the year under review.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP- 1, and intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR -8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this report, the Company has three Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 19, 2026 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

BOARD MEETINGS

The Board of Directors meets at regular intervals to review the Companys operations and performance, deliberate on strategic matters, approve statutory and business-related matters, and provide guidance to the management. . Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met, 15 (Fifteen) times are as on April 08, 2025, April 23, 2025, May 29, 2025, August 07, 2025, September 03, 2025, September 22, 2025, October 08, 2025, November 05, 2025, December 08, 2025, December 16, 2025, December 22, 2025, February 07, 2026, February 19, 2026, March 25, 2026, March 27, 2026

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Ramesh Jivabhai Pindariya	07322863	Chairman Cum Managing Director	15	15
Mrs. Amri Ramesh Pindariya	07322896	Whole-Time Director	15	15
Mr. Kishor Jivabhai Pindariya	08331120	Executive Director and CFO	15	14
Ms. Pindariya Kashmira	10342545	Non -Executive Director	15	15
Mr. Prakash Kantilal Vora	07669472	Non -Executive Independent Director	15	15
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non -Executive Independent Director	15	15

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS

a During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1. Annual General Meeting	26-09-2025

b) During the year under review, the Company conducted a Postal Ballot process and the remote e-voting period commenced on Saturday, February 21, 2026, and concluded on Sunday, March 22, 2026.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

a The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

b The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

c In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a In preparation of Annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A AUDIT COMMITTEE

Your Company has formed audit committee in line with the provisions of Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times viz on May 29, 2025, September 03, 2025, November 05, 2025 and February 07, 2026.

The composition & attendance of the Audit Committee are as given below:

Name	DIN	Nature of Directorship	Designation	Number of Meetings During the Financial Year 2025-26
				Eligible to Attend	Attended
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Chairperson	4	4
Mr. Prakash Kantilal Vora	07669472	Non-Executive Independent Director	Member	4	4
Mr. Ramesh Jivabhai Pindariya	07322863	Chairman cum Managing Director	Member	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company is the regular invitee at the meeting.

Recommendation of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. VIGIL MECHANISM

Your Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of your Company https://docs.google.com/document/d/18DcraCXRR0JScDMV3us8FMIevVeRkTT7/editRs.tab = t.0

B STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times viz on May 29, 2025, August 08, 2025, November 05, 2025 and February 07, 2026.

The composition & attendance of the Stakeholders Relationship Committee are as given below:

Name	DIN	Nature of Directorship	Designation	Number of meetings during the financial year 2025-26
				Eligible to attend	Attended
Ms. Pindariya Kashmira	10342545	Non-Executive Director	Chairperson	4	4
Mrs. Amri Ramesh Pindariya	07322896	Whole-time Director	Member	4	4
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Member	4	4

Also, during the year, All the complaints received from stakeholders are resolved. There was no complaint pending as on March 31, 2026.

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of Stakeholders Relationship Committee held during the year.

C NOMINATION AND REMUNERATION COMMITTEE

Your Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Director and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz on May 29, 2025 and September 03, 2025.

The composition & attendance of the Nomination and Remuneration Committee are as given below:

Name	DIN	Category	Designation	Number of meetings during the financial year 2025-26
				Eligible to attend	Attended
Mr. Hariharan Venkiteshwaran Prasad	10423461	Non-Executive Independent Director	Chairperson	2	2
Mr. Prakash Kantilal Vora	07669472	Non-Executive Independent Director	Member	2	2
Ms. Pindariya Kashmira	10342545	Non-Executive Director	Member	2	2

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy aimed at ensuring a transparent and structured framework for the appointment, remuneration and performance evaluation of Directors, Key Managerial Personnel and other senior personnel. The Policy seeks to attract, retain and motivate competent professionals while aligning their remuneration with the Companys objectives and performance. The Company provides remuneration to its Executive Directors and Key Managerial Personnel in the form of salary, benefits, perquisites and allowances, in accordance with applicable provisions and approvals. Annual increments, wherever applicable, are considered and recommended by the Nomination and Remuneration Committee within the remuneration limits approved by the Members of the Company and are generally effective from April 1 of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of your Company at https://winsol.info/policies-disclosures/

REMUNERATION OF DIRECTOR

The details of remuneration paid during the financial year 2025-26 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://winsol.info/annual-report-annual-return/

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY

During the year under review, your Company incorporated a subsidiary in India, namely Alunova Profiles Private Limited, on May 24, 2025, by subscribing to 51% of its paid-up share capital.

The incorporation of the subsidiary is a strategic initiative aimed at diversifying the Companys business operations, strengthening its market presence, and creating long-term growth opportunities.

Subsequent to its incorporation, the Company acquired the remaining 49% of the paid-up equity share capital of Alunova Profiles Private Limited through inter-transfer of its equity shares. Consequently, Alunova Profiles Private Limited became a wholly owned subsidiary of the your company with effect from the date of such acquisition i.e. September 03, 2025.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1, which is annexed as Annexure B to this Report.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

As on the date of this report, the Company had following Subsidiary and Wholly Owned Subsidiaries:

Sr. No. Name of the Company	Address of Registered Office	Nature of Business
1. Repower Infrastructure Private Limited (Wholly Owned Subsidiary)	Shop No. 301, Madhav Commercial Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar, Gujarat, India, 361006.	The Company is engaged in the business to carry on, manage, supervise and control the business of transmiffing, manufacturing, supplying, generating, distributing and dealing in electricity and all forms of energy and power generated by any source whether nuclear, steam, hydro or tidal, water, wind, solar, hydrocarbon fuel or any other form, kind or description, construction of foundation for Multi MW class turbines and turnkey contract from ground civil work to feed power and Installation of MW wind turbines with tools & tackles and other required resources along with construction of road, culvert & crane pad for MW class wind turbines and development of warehouses and material storage Infrastructure for solar and wind Power.
2. Winsol Engineers Zambia Limited (Foreign Subsidiary)	Plot No 36339, Kafue Road, Makeni, Lusaka, Zambia	The Entity would be primarily engaged in the Electric power generation, transmission and distribution, as well as manufacture of electric motors, generators, transformers, and electricity distribution and control apparatus, retail sale of hardware, paints and glass.
3. Alunova Profiles Private Limited (Wholly Owned Subsidiary)	Shop No. 401, Madhav Commercial, Khodiyar Colony, Jamnagar, Kalavad, Gujarat, India, 361006	The Company is primarily engaged in the manufacturing and trading of aluminium and aluminium-based products, including extrusions, profiles, and fabricated components. It also operates in the renewable energy sector through the production of solar panel frames and related components. In addition, the Company undertakes import, export, and marketing of materials and machinery related to aluminium, solar energy, automotive, and industrial sectors. It offers advanced surface finishing and coating solutions, such as powder coating, anodizing, and architectural finishes, along with customized engineering services for industrial and structural applications.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2026.

The annual financial statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company at https://winsol.info/financials/

TRANSACTIONS WITH RELATED PARTIES

During the financial year 2025-26, all transactions entered into by the Company with its Related Parties were undertaken in the ordinary course of business and on an arms length basis, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

There were no material Related Party Transactions entered into by the Company during the year under review. Further, the Company did not enter into any Related Party Transactions with its Promoters, Directors, Key Managerial Personnel or other Related Parties which could have a potential conflict with the interests of the Company. Accordingly, the disclosure of particulars of contracts or arrangements with Related Parties in Form AOC-2, as required under Section 134(3)(h) read with Section 188 of the Companies Act, 2013, is not applicable to the Company.

The Audit Committee provided prior omnibus approval for recurring and foreseeable Related Party Transactions. The transactions undertaken pursuant to such approval were reviewed by the Audit Committee and placed before the Board of Directors on a quarterly basis.

The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://docs.gooele.com/document/d/1vY r3FGP05ICQGdR5dGJtpCwbi0Wv1y-/editRs.tab=t.0

MATERIAL CHANGES AND COMMITMENT

*i During the year under review, the Company incorporated a subsidiary in India, namely Alunova Profiles Private Limited, on May 24, 2025, by subscribing to 51% of its paid-up share capital.

Subsequent to its incorporation, the Company acquired the remaining 49% of the paid-up equity share capital of Alunova Profiles Private Limited through inter-transfer of its equity shares. Consequently, Alunova Profiles Private Limited became a wholly owned subsidiary of the Company with effect from the date of such acquisition i.e. September 03, 2025.

*i During the year under review, the Board approved the alteration of the Main Objects Clause of the Companys Memorandum of Association by inserting an additional Main Object Clause to enable the Company to undertake trading, procurement, supply, distribution and allied business activities in, inter alia, fire-fighting equipment, safety equipment, personal protective equipment (PPE), engineering goods, electrical and mechanical equipment, machinery and other allied products.

The alteration was subsequently approved by the Members through Postal Ballot on March 22, 2026. The amendment broadens the scope of the Companys business activities without any change in the nature of its existing principal business.

Apart from the aforementioned, there were no other material changes or commitments undertaken during the financial year.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to maintaining a safe and respectful workplace and has implemented an Anti-Sexual Harassment framework across all its workplaces. The Company follows a gender-neutral approach in addressing such complaints and complies with applicable laws.

Your Company has adopted a Prevention of Sexual Harassment Policy, which upholds the principles of gender neutrality and confidentiality. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints, if any, in a timely and effective manner.

Details of complaints during the financial year under review are as follows:

4 number of complaints of sexual harassment received in the year - NIL 4 number of complaints disposed off during the year - NA 4 number of cases pending for more than ninety days - NA

The Policy on Prevention of Sexual Harassment as approved by the Board of Directors is available on the Companys website at https://winsol.info/policies-disclosures/

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year under review.

RISK MANAGEMENT

The Company has established an appropriate risk management framework covering identification, assessment, monitoring and mitigation of key business and operational risks. The risks are evaluated based on their likelihood of occurrence and potential impact on the Company.

The Company undertakes suitable measures to mitigate identified risks and periodically reviews the risk environment to ensure timely preventive and corrective actions. The framework aims to minimize the potential adverse impact of risks on the Companys operations and performance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure C.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There were no such instances of one-time settlement or differing valuations during the year under review. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

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 effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal financial control systems commensurate with the size and nature of its operations. These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has an internal audit mechanism to independently review and strengthen its internal control systems. The internal audit is carried out based on an approved audit plan, and the observations and recommendations are reviewed by the management and the Audit Committee. Corrective measures, wherever required, are monitored periodically.

M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The Company has an internal audit mechanism to independently review and strengthen its internal control systems. The internal audit is carried out based on an approved audit plan, and the observations and recommendations are reviewed by the management and the Audit Committee. Corrective measures, wherever required, are monitored periodically.

Based on the evaluation of the internal financial control systems and the reports placed before it, the Audit Committee is of the view that, as at March 31, 2026, the Companys internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company believes that sound corporate governance is essential for sustainable growth and long-term value creation for its stakeholders. The principles of integrity, transparency, fairness and accountability form an integral part of the Companys business practices and decision-making processes.

As your Company is listed on the EMERGE Platform of the National Stock Exchange of India Limited (NSE), the provisions relating to Corporate Governance under Regulations 17 to 27, and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Accordingly, a separate Corporate Governance Report does not form part of this Annual Report. Nevertheless, the Company remains committed to maintaining sound governance practices and ethical standards in the conduct of its business.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognises its responsibility towards the welfare and development of society and remains committed to contributing towards social and community development. During the Financial Year 2025-26, the amount required to be spent by the Company towards Corporate Social Responsibility ("CSR") activities pursuant to Section 135 of the Companies Act, 2013 ("Act") did not exceed Rs.50 lakh. Accordingly, pursuant to Section 135(9) of the Act, the requirement for constitution of a separate CSR Committee was not applicable to the Company and the functions of the CSR Committee were discharged by the Board of Directors.

During the Financial Year 2025-26, the Company incurred CSR expenditure of Rs.22,76,496/- (Rupees Twenty-Two Lakh SeventySix Thousand Four Hundred and Ninety-Six Only) towards eligible CSR activities, which is as per the requirement to spent 2% of the average net profits of the Company, during the three years immediately preceding financial year in compliance of provisions of the Companies Act, 2013. The CSR activities undertaken during the year were aligned with the areas specified under Schedule VII to the Act. The Company incurred the CSR expenditure through contributions made to Shree Vidhyadham Sansad, Tankaria, a Section 8 Company, and Jay Harihar Krupa Foundation, towards eligible CSR activities.

The CSR Policy of the Company, together with the Annual Report on CSR Activities for the Financial Year 2025-26, is annexed to this Report as "Annexure D" and forms an integral part of this Report. The CSR Policy is also available on the website of the Company at

https://docs.gooele.com/document/d/1XySNorZa1Gtd8bngr5Wzvee7vgEiU23F/editRs.usp=drive link&ouid=10515073136739 3 593797&rtpof=true&sd=truehttps://winsol.info/polic

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed herewith as Annexure E.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Raichura & Co., Chartered Accountants (FRN: 126105W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on November 30, 2021 to hold office till conclusion of the 11^th Annual General Meeting of the Company to be held in this calendar year i.e. 2026.

Upon completion of the aforesaid term, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. K A R M & Associates, Chartered Accountants (Firm Registration No. 020522N), as the Statutory Auditors of the Company for a first term of five (5) consecutive years, to hold office from the conclusion of the 11^th AGM until the conclusion of the 16^th AGM of the Company, subject to the approval of the Members at this ensuing AGM.

The proposed auditors have furnished their consent to act as the Statutory Auditors of the Company and have confirmed their eligibility for appointment under the provisions of the Companies Act, 2013 and the rules made thereunder, including that they satisfy the criteria relating to independence as prescribed under the applicable provisions of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the Company had appointed M/s. Amit Mehta & Associates, Chartered Accountants (FRN: 136212W), as Internal Auditor of the Company for the Financial Year 2025-26.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, your Company had appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor of the Company for the Financial Year 2025-26. The Secretarial Audit Report is annexed herewith as Annexure F to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)	Deviations matiers	Observations/ Remarks of the Practicing Company Secretary	Reply by Management
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 Master Circular No. HO/49/14/14(7)202 5-CFD- POD2/I/3762/2026 dated January 30, 2026.	Delayed disclosure under Regulation 30 regarding receipt of order.	As per the said Regulation and applicable SEBI Circulars, a company is required to disclose material events relating to the receipt of orders to the Stock Exchange(s) within the prescribed timeline of 24 hours. It was observed that the Company disclosed the receipt of an order from Juniper Green Energy Limited to the Stock Exchange(s) on June 16, 2025, whereas the order was received on June 14, 2025, resulting in a delay of one day beyond the prescribed timeline.	The delay in making the disclosures was inadvertent and was primarily on account of the time taken in receiving and finalising the relevant terms and information in coordination with the concerned clients, along with completion of the Companys internal procedures. The Company has taken note of the same and has strengthened its internal monitoring and communication mechanisms to ensure timely compliance and disclosure of material events and information in future.
		As per the said Regulation and applicable SEBI Circulars, a company is required to disclose material events relating to the receipt of orders to the Stock Exchange(s) within the prescribed timeline of 24 hours. It was observed that the Company disclosed the receipt of an order from Adani Green Energy Limited to the Stock Exchange(s) on July 14, 2025, whereas the order was received on July 12, 2025, resulting in a delay of one day beyond the prescribed timeline.
2. Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015) (PIT)	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).	As per the said Regulation, a Designated Person is required to make the requisite disclosure within two trading days of the transaction or a series of transactions in a calendar quarter aggregating to a traded value exceeding Rs.10 lakh. It was observed that the following disclosures were not made within the prescribed timeline;	The delay in submission of the disclosures was inadvertent and due to the delayed receipt of the relevant contract notes and transaction details, including the intervening weekends/holidays. The concerned Designated Person has been advised to promptly provide all requisite transaction d etails and disclosures within the prescribed timelin2s. The Company has also strengthened its internal monitoring mechanism to ensure timely receipt and reporting of such disclosures. Further, the Company periodically reviews the trading activities of Designated Persons and their

 

Date of Intimatio n by Company	No of Shares Buy/ (Sold)	Delay	Name of Person	Category	Date of Transaction
Novembe r 17, 2025	6800	2 Days	Ramesh Jivabhai Pindariya	Promoter	November 11, 2025
Decembe r 23, 2025	2800	3 Days	Ramesh Jivabhai Pindariya	Promoter	December 16, 2025
Decembe r 23, 2025	2800	2 Days	Ramesh Jivabhai Pindariya	Promoter	December 17, 2025
Decembe r 23, 2025	4800	1 Day	Ramesh Jivabhai Pindariya	Promoter	December 18, 2025

 

3. Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.	Requires every individual whose name is included in the Independent Directors Databank to pass the online proficiency selfassessment test within two years from the date of inclusion in the databank, unless exempted under the said Rules.	It was observed that Mr. Hariharan Venkiteshwaran Prasad and Mr. Prakash Kantilal Vora were registered in the Independent Directors Databank on December 12, 2023 and were required to pass the online proficiency self-assessment test on or before December 12, 2025. However, both Independent Directors had not passed the requisite test as on March 31, 2026. Subsequently, both Independent Directors have successfully cleared the online proficiency selfassessment test as on the date of this Report, as required under the said provisions.	The delay in completing the online proficiency selfassessment test was inadvertent and was due to the professional commitments and scheduling constraints of the concerned Independent Directors. Both the Independent Directors have subsequently cleared the requisite test and are presently compliant with the applicable requirements. The Company will continue to monitor such requirements to ensure timely compliance in future.
4. Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of Schedule III	Disclosure of material events/informat ion - change in the shareholding resulting in a subsidiary becoming a wholly owned subsidiary, as applicable.	It was observed that Alunova was incorporated on May 23, 2025 as a subsidiary of the Company with 51% shareholding. Subsequently, pursuant to the share transfer dated September 3, 2025, the Companys shareholding in Alunova increased to 100%, resulting in Alunova becoming a wholly owned subsidiary of the Company. However, the requisite disclosure in respect of the said change in shareholding was not made to the Stock Exchange(s) as required under the said Regulation.	The non-disclosure was inadvertent and arose due to an oversight in understanding the applicability of the disclosure requirement to the subsequent change in shareholding of an existing subsidiary, to became a wholly owned subsidiary of our Company. The Company has taken note of the observation and has strengthened its internal compliance and review mechanism to ensure appropriate identification and timely disclosure as applicable, in accordance with the SEBI (LODR) Regulations, 2015.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders have been passed by any regulators, courts, tribunals, statutory or quasi-judicial authorities during the year, which could impact the going concern status of the Company or its future operations. The details of ongoing litigations, if any, pertaining to taxation and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, no application has been made nor has any proceeding been initiated against your Company under the Insolvency and Bankruptcy Code, 2016.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code establishes a framework for regulating, monitoring and reporting trading in the securities of the Company by Directors, Designated Persons and other persons covered under the applicable provisions.

The Company has established appropriate procedures and controls to facilitate compliance with the applicable regulatory requirements. The Code of Conduct for Prevention of Insider Trading is available on the Companys website at https://docs.google.com/document/d/1L5W1LsI8DBKQ7-

iZ0NStpxb29OTLwq6z/editRs.usp=drive link&ouid=105150731367393593797&rtpof=true&sd=true WEBSITE

Your Company has its functional website https://winsol.info/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Alongwith the Information considered relevant for the benefit of shareholders and other stakeholders is also provided, as applicable.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further 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;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:	For and on behalf of Board of Directors
Shop No. 301, Madhav Commercial		Winsol Engineers Limited
Complex, Near Crystal Mall, Khodiyar Colony, Jamnagar, Gujarat, India, 361006.		CIN:L40100GJ2015PLC085516
	Sd/-	Sd/-
	Ramesh Jivabhai Pindariya	Amri Ramesh Pindariya
Place: Jamnagar	Chairman Cum Managing Director	Whole Time Director
Date: September 01, 2026	DIN:07322863	DIN: 07322896