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 athttps://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.
|