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ALUWIND INFRA-TECH LTD.

21 August 2026 | 12:00

Industry >> Engineering - General

Select Another Company

ISIN No INE0STM01017 BSE Code / NSE Code / Book Value (Rs.) 28.24 Face Value 10.00
Bookclosure 27/09/2024 52Week High 96 EPS 4.22 P/E 12.04
Market Cap. 126.10 Cr. 52Week Low 40 P/BV / Div Yield (%) 1.80 / 0.00 Market Lot 1,500.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 23rd Annual Report along with the Audited Financial Statements (Standalone and
Consolidated) of Aluwind Infra-Tech Limited (the “Company”) for the financial year ended March 31,2026.

> HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The key highlights of financial performance of the Company on Standalone and Consolidated basis for the Financial Year ended
March 31,2026 as compared to the previous financial year are summarised below:

Particulars

2025-26

2024-25

Standalone

Consolidated

Income

Revenue from operations

13,856.50

13,856.50

10,922.48

Operational Revenue

13,856.50

13,856.50

10,922.48

Expenses

Cost of Materials Consumed

10171.40

10171.40

8,274.36

Changes in inventory of finished goods, work-in-progress
and Stock-in-Trade

(474.27)

(474.27)

(663.84)

Employee benefit expenses

1696.82

1703

1,477.15

Other Expenses

816.49

817.45

636.32

EBITDA (Earnings Before Interest Depreciation & Tax)

1,646.06

1,638.92

1,198.49

Depreciation & Amortization

174.59

174.59

110.00

EBIT (Earnings Before Interest and Tax)

1,500.49

1,493.35

1,088.49

Less - Finance Cost

216.29

216.29

120.14

Add: Other Income

154.29

153.97

130.00

Profit Before Tax

1,409.47

1,402.01

1,098.34

Tax Expense

357.45

357.45

286.21

Profit/(Loss) After Tax

1,052.02

1,044.56

812.14

Earning Per Equity Share

Basic

4.23

4.20

3.27

Diluted

4.23

4.20

3.27


> STATEMENT OF COMPANY’S AFFAIRS:

During the financial year 2025-26, your Company achieved a
growth of 26.86% in revenue from operations on Standalone
and Consolidated basis, with the revenue increasing from
^10,922.48 Lakhs (FY 2024-25) to ^13,856.50 Lakhs (FY
2025-26). Earnings before interest, taxes, depreciation
and amortization on standalone basis for the current
year is ^1,646.06 Lakhs as against ^1,198.49 Lakhs in the
previous year thereby registering a growth of 37.34% and on
consolidated basis is ^1,638.92 Lakhs as against ^1,198.49
Lakhs in the previous year, registering a growth of 36.75%
The detailed operational and financial performance of the
Company are elaborated in the Management Discussion
and Analysis Report forming part of this Annual Report.

> TRANSFER TO RESERVE:

The Board of Directors has not transferred any amount to
reserves for the financial year ended March 31, 2026. The
entire profit for the financial year 2025-26 has been retained
in the retained earnings under the Profit & Loss Account.

> CHANGE IN THE NATURE BUSINESS:

There has been no change in the nature of business of the
Company in the financial year under review.

> KEY UPDATES DURING THE FINANCIAL YEAR UNDER
REVIEW:

a) Alteration to the Memorandum of Association (MoA)
of the Company

During the year, the Company altered the main object
clause of its Memorandum of Association by inserting
a new object to undertake job work activities, thereby
expanding the scope of its business operations in line
with future growth opportunities.

b) Setting up new Machinery

During the year, Company has procured and
commissioned a new CNC machine, which will
significantly enhance our existing production capacity
and operational efficiency. This new machine
enhanced our manufacturing capabilities and support
the Company’s future growth.

c) Agreement entered by the Company Setting

During the year, the Company entered into a Toll
Agreement with Hindalco Industries Limited for
undertaking job-work activities at its manufacturing
facility. This arrangement is expected to contribute
towards improved capacity utilisation and operational
efficiency.

> PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES INCLUDING
THE NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

During the year, the Company incorporated a subsidiary,
Aluwind Clean-Tech Private Limited, on May 21, 2025, to
facilitate the expansion of the Company’s business. As
on March 31, 2026, the said company continued to be a
subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Act and
other applicable provisions of the Act read with the Rule 5
of the Companies (Accounts) Rules, 2014, Company has
prepared consolidated financial statements and a separate
statement containing the salient features of the financial
statements of its subsidiary in the prescribed Form AOC-1,
are annexed herewith Annexure-IV to this Integrated Annual
Report.

The Board of Directors of the Holding Company also
reviewed the affairs of the subsidiary company.

> DIVIDEND:

The Board of Directors of your Company, after considering
holistically the relevant circumstances and keeping in view
the company’s future plans and expansion has decided
that it would be prudent, not to recommend any dividend
on the equity shares for the financial year 2025-26.

To ensure transparency in the declaration of dividends and
to safeguard the interests of shareholders, the Company
has adopted a Dividend Distribution Policy since the
listing of its equity shares. The policy is available on the
Company’s website at
www.aluwind.net/policies/.

As the Company has not declared any dividend in the past,
there is no unpaid or unclaimed dividend that requires
compliance under the provisions of Section 124(5) of the
Companies Act, 2013, requiring transfer to the Investor
Education and Protection Fund (IEPF) maintain and
administer by the Central Government.

> MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

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

> COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION

The appointment of Directors and fixation of Remuneration
are done as per the Policy fixed by the Nomination and
Remuneration Committee.

> MATERIAL EVENT:

A. CHANGE OF NAME OF COMPANY FROM ALUWIND
ARCHITECTURAL LIMITED TO ALUWIND INFRA¬
TECH LIMITED:

During the year 2024-25, the Company applied to
the Registrar of Companies (“ROC”), Mumbai, for a
change of its name from Aluwind Architectural Limited
(Erstwhile Name) to Aluwind Infra-Tech Limited (New
Name). The ROC approved the application and issued
a Fresh Certificate of Incorporation dated April 16,
2025, confirming the change of name.

The new name reflects the Company’s broader
strategic vision and its continued focus on expanding
opportunities in infrastructure and technology-
oriented projects. The change is intended to align the
Company’s corporate identity with its long-term growth
strategy. There has been no change in the Company’s
core business activities as a result of the change of
name.

B. INCORPORATION OF ALUWIND CLEAN TECH
PRIVATE LIMITED:

As part of its business expansion strategy, the Company
incorporated a Wholly Owned Subsidiary (WOS)
company viz Aluwind Clean-Tech Private Limited, on
May 21,2025.

The subsidiary has been established to undertake
the business of providing comprehensive cleaning
and maintenance solutions for windows, fapades,
buildings and infrastructure projects, utilizing both
conventional methods and advanced technologies.
The incorporation of the subsidiary is aligned with
the Company’s strategic objective of broadening its
service offerings and strengthening its presence in the
infrastructure support services sector.

> PUBLIC DEPOSITS:

During the year, the Company has not accepted any
deposits from public falling within the ambit of section
73 and Section 76 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence 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.

> ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section
134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return in Form MGT-7 as on
March 31, 2026 is available on the Company’s website at
www.aluwind.net

Pursuant to NSE Circular No. NSE/CML/2024/23 dated
September 05, 2024, the Company obtained a Statement
of Utilization Certificate from the Statutory Auditor dated
November 10, 2025, certify that the entire IPO proceeds
had been fully utilized in accordance with the objects
stated in the Prospectus. Accordingly, no further Statement
of Utilization Certificate is required to be submitted to the
Stock Exchange. The said certificate was duly reviewed
and approved by the Audit Committee. Accordingly, there
was no deviation or variation in the utilization of the IPO
proceeds from the objects stated in the Prospectus during
the financial year 2025-26.

> EMPLOYEES STOCK OPTION PLAN: -

During the financial year 2025-26, the Company launched
the Aluwind Employee Stock Option Scheme, 2025
(“Aluwind ESOP Scheme, 2025”) for the benefit of its
employees, which was approved by the Board of Directors
at its Meeting held on May 23, 2025 and subsequently
approved by the Shareholders at the Annual General
Meeting held on September 25, 2025.

Pursuant to the provisions of the Scheme, the Nomination
and Remuneration Committee, by way of a Circular
Resolution dated January 16, 2026, approved the grant
of 90,000 (Ninety Thousand) Employee Stock Options
(“Options”) to eligible employees of the Company.

appointment for shareholder’s approval. Details of the
Director retiring by rotation and seeking reappointment
have been furnished in the explanatory statement to the
notice of the ensuing AGM.

All the directors of the Company have confirmed that they
satisfy the fit and proper criteria as prescribed under the
applicable regulations and that they are not disqualified
from being appointed as directors in terms of Section
164(2) of the Companies Act, 2013.

> CAPITAL STRUCTURE

AUTHORIZED AND PAID-UP SHARE CAPITAL

During the year under review, there was no change in the
authorized share capital and issued, subscribed and paid
up- capital of the Company. The Authorized Share capital
of the Company stood at ^24,99,00,000 divided into
2,49,90,000 Equity Shares of ^ 10/- each and the issued,
subscribed and paid-up capital of the Company is ^
24,84,74,200 divided into 2,48,47,420 Equity Shares of ^10
each as on March 31,2026 and the shares of the Company
are listed on SME Platform of National Stock Exchange
Limited.

> UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE:

The Company had raised funds through its Initial Public
Offer (IPO), and its equity shares are listed on the EMERGE
Platform of the National Stock Exchange of India Limited.
The IPO proceeds have been utilized for the purposes stated
in the Prospectus and in accordance with the applicable
provisions of the SEBI regulations.

During the financial year 2025-26, the unutilized balance
of ^5,67,336/- from the IPO proceeds outstanding as on
March 31,2025, was fully utilized. Accordingly, there were
no unutilized IPO proceeds as on March 31,2026.

> BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs):

A) Composition of Directors & KMP during the financial year 2025-26:

The changes in the Directors or Key Managerial Personnel of the Company during the financial year 2025-26 were as follows:

Sno

Name of Directors/KMP

Date of Appointment/
Change in Designation

Current Designation

1.

Mr. Murli Manohar Ramshankar Kabra

January 04, 2024

Managing Director

2.

Mr. Jagmohan Ramshankar Kabra1

October 05, 2018

Executive Director

3.

Mr. Rajesh Kabra1

April 22, 2003

Executive Director

4.

Mr. Santosh Kumar Rathi

January 04, 2024

Independent Director

5.

Ms. Aruna Bangur

January 04, 2024

Independent Director

6.

Mr. Kiran Shankar Shetty

November 13, 2024

Independent Director

7.

Ms. Varsha Amrutlal Shah2

January 04, 2024

Chief Financial Officer

8.

Mr. Harsh Singh Solanki3

November 13, 2024

Company Secretary & Compliance Officer

9.

Ms. Aarti Ahuja4

August 01,2026

Chief Financial Officer

10.

Ms. Yashi Gupta5

July 22, 2026

Company Secretary & Compliance Officer

B) Director Liable to retire by Rotation:

In accordance with section 152(6) of the Companies Act,
2013 and in terms of Articles of Association of the Company,
Mr. Jagmohan Ramshankar Kabra (DIN: 08247152)
Whole-time director of the Company, retires by rotation
and being eligible; offers himself for re-appointment at
the forthcoming Annual General Meeting. The Board of
Directors, on the recommendation of the Nomination
and Remuneration Committee, recommends the said re-

> NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS:

During the Financial Year 2025-26, the Company convened 4 (Four) meetings of its Board of Directors in accordance with the
provisions of Section 173 of the Companies Act, 2013. The Company has duly complied with the applicable provisions of the
Companies Act, 2013 and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company
Secretaries of India (ICSI).

Name of the Director

Board Meeting

Meeting date

23.05.2025

08.08.2025

12.11.2025

11.03.2026

Murli Manohar Kabra

/

/

/

/

Rajesh Kabra

/

/

/

/

Jagmohan Kabra

/

/

/

Absent

Santosh Kumar Rathi

/

/

/

/

Aruna Bangur

/

/

/

/

Kiran Shankar Shetty

/

Absent

/

/

Note: During the financial year 2025-26, the Company received the in-principle approval from the Stock Exchange(s) for the
implementation of the Aluwind Employee Stock Option Scheme, 2025 (“Aluwind ESOP Scheme, 2025”). Thereafter, the
Nomination and Remuneration Committee, by way of a Circular Resolution dated January 16, 2026, took note of the said in¬
principle approval and approved the grant of90,000 (Ninety Thousand) Employee Stock Options (“Options”) to eligible employees
of the Company in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, and the Aluwind ESOP Scheme, 2025.

COMMITTEES OF THE BOARD:

The Company has constituted the following Committees of the Board in accordance with the provisions of the Companies Act,
2013 and pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
to the extent applicable. These Committees have been formed to ensure effective governance and compliance with the
applicable statutory requirements.

A. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Company has duly constituted an Audit
Committee. The details of the composition of the Committee including the details of Meeting attended by the Members are
as under:

Name of the Committee Member

Audit Committee Meeting

Meeting date

23.05.2025

08.08.2025

12.11.2025

Santosh Kumar Rathi

/

/

/

Aruna Bangur

/

/

/

Murli Manohar Kabra

/

/

/

Kiran Shankar Shetty

/

Absent

/

1. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the
Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and
remuneration of such Directors to the Board of the Directors of the Company.

The Company has Nomination and Remuneration
policy, which provides the criteria for determining
qualifications, positive attributes, independence of
a Director and policy relating to remuneration for
Directors, Key Managerial Personnel in accordance
with the provisions of Section 178 of the Companies
Act, 2013. The Nomination and Remuneration Policy of
the Company is hosted on the Company’s website at
https://aluwind.net/policies.

The details of the composition of the Committee
including the details of Meeting attended by the
members are as under:

Name of the
Committee Member

Nomination and
Remuneration Committee
Meeting

Meeting date

23.05.2025

12.11.2025

Santosh Kumar Rathi

y

y

Aruna Bangur

y

y

Kiran Shankar Shetty

y

y

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In order to address and resolve the grievances
of stakeholders, the Company has constituted a
Stakeholders Relationship Committee in accordance
with the provisions of Section 178 of the Companies
Act, 2013.

The details of the composition of the Committee
including the details of Meeting attended by the
members are as under:

Name of the Committee
Member

Stakeholders
Relationship
Committee Meeting

Meeting date

11.03.2026

Santosh Kumar Rathi

y

Aruna Bangur

y

Rajesh Kabra

y

> DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act,
each Independent Director has submitted declaration
confirming that they meet the criteria of independence as
provided in Section 149(6) of the Act and the rules framed
thereunder read with Regulation 16(1)(b) of the SEBI Listing
Regulations. Further, during the financial year ended March
31,2026, there has been no change in the circumstances
affecting their status as Independent Directors of the
Company.

> ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the
Companies Act, 2013, a formal annual evaluation needs
to be made by the Board of its performance and that of its
committees and of individual directors.

Schedule IV of the Companies Act, 2013 states that the
performance evaluation of the independent directors shall
be done by the entire Board of Directors, excluding the
director being evaluated. The Board in coordination with
the Nomination and Remuneration Committee has laid
down the evaluation criteria.

The Board has carried out an evaluation of its performance,
the directors individually as well as (including chairman)
the evaluation of the working of all of its committees.

The Board has devised questionnaire to evaluate the
performances of each of its Independent Directors having
regard to the parameters such as attendance at the Board
Meeting/Committee Meeting, Participation at the Meeting,
governance insight, alignment to the Company’s Vision and
contribution to the Company’s long-term objective.

> SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

In accordance with the said framework, the Independent
Directors of the Company carried out the performance
evaluation of the Non-Independent Directors at their
meeting held on March 11, 2026 without the presence of
the Non-Independent Directors of the Company.

> CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted a Corporate Social Responsibility
(CSR) Policy in compliance with the provisions of Section
135 of the Act and the rules made thereunder. During the
financial year 2025-26, the Company has undertaken CSR
activities in accordance with the said Policy.

The details of the CSR initiatives undertaken by the
Company during the year, in the prescribed format, are
annexed herewith as
Annexure-II to this Report.

> DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013,
with respect to Directors’ Responsibility Statement it is
hereby confirmed that:

a) In the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards had been followed along with proper
explanation relating to material departures.

b) The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31,2026 and of the profit of the
Company for the year ended on that date.

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d) The annual financial statements are prepared on going
concern basis.

e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

AUDITORS AND AUDITORS’ REPORT:

A. STATUTORY AUDITORS AND HIS REPORT

AND EXPLNATION OR COMMENTS ON THE
QUALIFICAITON, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER:

During the financial year 2025-26, the Company at
their Annual General Meeting held on September
27, 2024 appointed M/s R Kejriwal & Co, Chartered
Accountant (FRM: 133558W) as the Statutory Auditor
of the Company for a period of 5 consecutive years
and shall hold office till the conclusion of the Annual
General Meeting to be held in 2029.

The Auditors have also confirmed that they have
subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and
hold a valid certificate issued by the Peer Review Board
of the ICAI. The auditor submitted their Report on the
Financial Statements of the Company for the FY 2025¬
26 which forms part of this Annual Report. There are no
observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in
the Audit Reports issued by them which call for any
explanation/comment from the Board of Directors.

B. SECRETARIAL AUDITOR & HIS REPORT AND
EXPLANATION OR COMMENTS ON THE
QUALIFICAITON, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER:

The Company has appointed M/s Ragini Choksi &Co.,
Practicing Company Secretaries as the Secretarial
Auditor of the Company for the financial year ended
March 31, 2026. The Secretarial Audit Report for
the said financial year in the prescribed form MR-3
pursuant to the provisions of Section 204 of the Act is
annexed as
Annexure-I to this report. The Secretarial
Auditors’ Report for the Financial year 2025-26 does
not contain any qualification, reservation or adverse
remark.

C. COST AUDIT AND REPORT:

During the year under review, in accordance with the
provisions of Section 148(1) of the Companies Act,
2013, the Company has duly maintained the cost
accounts and cost records as prescribed by the Central
Government.

The Board of Directors has appointed M/s. Pro &
Associates, Cost Accountants (Firm Registration No.
(FRN - 003843) as the Cost Auditors of the Company
for conducting the cost audit for the financial year
2026-27. A resolution seeking the ratification of
remuneration payable to the Cost Auditors for the
financial year 2026-27 is included in the Notice
convening the ensuing Annual General Meeting.

The Company confirms that the cost records as
required to be maintained under Section 148(1) of the
Companies Act, 2013 have been duly prepared and
maintained.

> DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS:

There is no qualification, reservation, adverse remark or
disclaimer given by the Auditor in their Report.

> DETAILS IN RESPECT OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE WITH FINANCIAL
STATEMENTS:

The Company maintains a robust internal control framework
that reflects its commitment to governance, operational
integrity and regulatory compliance. The Company’s
internal financial controls are meticulously designed to suit
the scale, complexity and specialized nature of its fapade
and fenestration operations. These controls form the
backbone of its risk management strategy and are regularly
reviewed and updated to align with evolving business
landscapes and statutory requirements.

> RISK MANAGEMENT POLICY:

The Company has developed and implemented a
comprehensive Risk Management Policy to identify, assess,
monitor and mitigate risks that may adversely affect its
business operations, financial performance, reputation
and strategic objectives. The Policy provides a structured
framework for managing key business risks through
appropriate internal controls, periodic risk assessments,
and continuous monitoring. The Board of Directors
oversees the Company’s risk management framework and
periodically reviews the effectiveness of the Policy to ensure
that significant risks are identified and managed in a timely
and effective manner. The Company’s risk management
processes are integrated with its business planning and
decision-making activities, thereby supporting sustainable
growth and enhancing stakeholder value.

> INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INEPENDENT DIRECTORS APPOINTED
:

No Independent Director was appointed during the Year.

> VIGIL MECHANISM AND WHISTLE-BLOWER POLICY:

The Company has established a vigil mechanism in
accordance with the provisions of Section 177 of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The

Company has also formulated a Whistle Blower Policy
to provide a framework for Directors, Employees to
report genuine concerns regarding unethical behaviour,
malpractices, actual or suspected fraud, violation of the
Company’s Code of Conduct, or suspected leakage of
Unpublished Price Sensitive Information (UPSI).

Under this mechanism, adequate safeguards are provided
against victimization of the whistleblower and direct
access to the Chairman of the Audit Committee has been
made available for all directors, employees. The Policy is
also available on the website of the Company and can be
access at
https://aluwind.net/policies/.

A DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company’s
operations in future.

A MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) is
presented in a separate section forming part of the Annual
Report.

A PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF THE COMPNIES ACT, 2013:

The particulars of loan given, investments made, guarantees
given and securities provided covered under the provisions
of Section 186 of the Companies Act, 2013 are provided in
the notes to the Financial Statements.

A CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE COMPNIES
ACT, 2013:

With reference to Section 134(3)(h) of the Act, all contracts,
and arrangements with related parties under Section 188(1)
of the Act, entered by the Company during the financial
year, were approved by the Audit Committee and wherever
required also by the Board of Directors.

No contract or arrangement required approval of
Shareholders by a resolution. Further, during the year, the
Company had not entered into any contract or arrangement
with related parties which could be considered ‘material’
(i.e. transactions entered into individually or taken together)
with previous transactions during the financial year.

Since, all the Related Party Transactions that were entered
into during the financial year 2025-26 were on an arm’s
length basis and were in the ordinary course of business
and there was no material Related Party Transaction
entered by the Company during the year as per Related
Party Transactions Policy.

There were no materially significant related party
transactions which could have potential conflict with
interest of the Company at large. Members may refer to the
Notes to the Financial Statements for detailed disclosure
of Related Party Transactions as required under applicable
accounting standards.

All the directors of the Company have confirmed that they
satisfy the fit and proper criteria as prescribed under the
applicable regulations and that they are not disqualified
from being appointed as directors in terms of Section
164(2) of the Companies Act, 2013.

A CORPORATE GOVERNANCE:

The Equity Shares of the Company are listed on the SME
Platform (NSE Emerge) of the National Stock Exchange
of India Limited. Pursuant to Regulation 15(2) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the provisions of
Corporate Governance as specified under Regulations
17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Para C, D, and E of Schedule V shall not
apply to the following:

a) Listed entities having paid-up equity share capital not
exceeding T10 crore and net worth not exceeding T25
crore as on the last day of the previous financial year;

b) Listed entities which have listed their specified
securities on the
SME Exchange.

Since the Company has listed its securities on the SME
Exchange and thus falls under exemption clause (b) above,
the provisions relating to Corporate Governance are not
applicable. Accordingly, the Corporate Governance Report
does not form part of the Annual Report for the financial
year 2025-26.

A COMPLIANCE WITH CODE OF CONDUCT:

All the Directors and KMP have affirmed that compliance
with the code of the conduct for the financial year 2025-26.
A Declaration signed by the Managing Director is included
to Annual Report.

A DETAILS OF COMPLAINTS RECEIVED AND RESOLVED
DURING THE FINANCIAL YEAR 2025-26:

The Company is duly registered on the SCORES portal
of SEBI to address and resolve investor grievances and
complaints from time to time. The details of the complaints
received at scores portal during the year are as under:

Particulars

Number of Compliant

Opening as on April 1,2025

-

Received during the year

-

Resolved during the year

-

Closing as on March 31,2026

-

A DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

The Company has not made any application or no
proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the Financial Year 2025-26.

A 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 has been no incident of one-time settlement for loan
taken from the banks/financial institutions during the year
2025-26.

CONSERVATION OF ENERGY:

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General Meetings’,
respectively issued by the Institute of Company Secretaries
of India (‘ICSI’) under Section 118(10) of the Act for the
Financial Year ended 2025-26.

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

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are as under:

The steps taken or impact on
conservation of energy

The Company has taken multiple steps towards energy conservation. The drill machines
used in the sites are chargeable ones helping in avoiding loss of energy by wired machines.
Company recommends clients and works upon projects with high performance glasses
in residential buildings to save energy. The company has also made efforts to recruit
people from nearby regions to reduce carbon footprints and create local employment.

The steps taken by the company for
utilising alternate sources of energy

The company has opted to operate the powder client plant with both Gas and electric
furnace instead of just being dependent on gas and its shortage.

The capital investment on energy
conservation equipment’s

TECHNOLOGY ABSORPTION:

The efforts made towards
technology absorption;

The Company has adopted new CNC machine is purchased for End Milling and its
installed and utilized for production.

The benefits derived like product
improvement, cost reduction,
product development or import
substitution

The new machine reduces noise pollution and also helps in precision and quality
production.

In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year)-

NA

The details of technology imported;

NA

The year of import;

NA

Whether the technology been fully
absorbed;

NA

If not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof; and

NA

The expenditure incurred on
Research and Development.

NA

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year

NA

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

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All women employees (permanent,
contractual, temporary and trainee) are covered under
this Policy. Also, the Company has constituted Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The following is a summary of Sexual Harassment
complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: NA

c) Pending beyond 90 days: NA

d) Disposed-off during FY 2025-26: NA

e) Pending as on March 31,2026: NA

Further, the Nil report, duly signed by the Chairperson of the
Internal Complaints Committee (ICC), in compliance with
the POSH Act, was submitted to the concerned authority
on January 28, 2026 for the year ended December 31,2026.

> COMPLIANCE UNDER THE MATERNITY BENEFIT ACT,
1961

The Company affirms that it has duly complied with the
provisions of the Maternity Benefit Act, 1961 during the
financial year. All eligible employees, if any, were provided
maternity benefits as prescribed under the Maternity
Benefit Act, 1961, and the Company continues to ensure a
supportive work environment for women employees during
and after maternity.

> STATEMENT PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,

relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees’ remuneration
are provided in
Annexure- III forming part of this report.

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
Annexure- III forming part of this report.

> DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no securities lying in the Demat Suspense
Account or Unclaimed Suspense Account of the Company
maintained with the Merchant Banker. Furthermore, the
Company has initiated the process for closure of the said
account and has made an application for its closure.

ACKNOWLEDGEMENT

The Directors place on record their warm appreciation to
employees at all levels for their hard work, dedication and
commitment, which is vital in achieving the over-all growth of
the Company. The Board places on record its appreciation for
the support and co-operation. The Company has been receiving
from its suppliers, distributors, business partners and others
associated with it as its trading partners. The Company looks
upon them as partners in its progress and has shared with them
the rewards of growth. It will be the Company’s 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. The Directors also take this
opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges,
for their continued support.

For and on behalf of Board of the Directors of
Aluwind Infra-Tech Limited
(Formerly known as Aluwind Architectural Limited)

Sd/-

Murli Manohar Ramshankar Kabra

Chairman
DIN:00178667

Date: July 22, 2026
Place: Mumbai

1

Mr. Jagmohan Kabra and Mr. Rajesh Kabra were appointed as an Executive Directors of the Company with effect from
Janurary 24, 2024.

2

Ms. Varsha Amrutlal Shah resigned from the position of Chief Financial Officer of the Company w.e.f. close of business hours
July 31, 2026.

3

Mr. Harsh Singh Solanki resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f close
of business hours on May 02, 2026.

4

Ms. Aarti Ahuja appointed as Chief Financial Officer of the Company w.e.f August 01,2026.

5

Ms. Yashi Gupta appointed as Company Secretary & Compliance Officer w.e.f. July22, 2026.