Transwind Infrastructures Ltd Directors Report

To, The Members of

TRANSWIND INFRASTRUCTURES LIMITED

Your Directors have pleasure in presenting the 27^th (Twenty Seventh) Annual Report along with the Audited Statement of Accounts and Auditors Report for the year ended 31^st March, 2024.

1. FINANCIALHIGHLIGHTS

The following are the financial results of the Company for the year ended 31st March, 2024:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	1479.89	2417.00
Other Income	44.77	21.66
Less: Expenses	1458.86	2371.17
Profit Before Tax	65.80	67.49
Less: Tax Expenses	11.22	17.33
Profit For the year	54.58	50.16

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Key highlights pertaining to the business of the Company for the year 2023-24 have been given hereunder:

The total revenue from operation of the Company during the financial year 2023-24 is Rs. 1479.89 lakhs against the previous years revenue of Rs 2417 lakh. The total expenses of the Company during the financial year 2023-24 is Rs. 1458.86 lakhs against the previous years expenses of Rs 2371.17 lakh. The company has achieved profit of Rs. 54.58 lakh against the previous years profit of Rs 50.16 lakh.

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

3. DIVIDEND

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

4. RESERVES

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

5. CHANGE IN NATURE OF BUSINESS, IFANY

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

6. DEPOSITES

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

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

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

8. SHARECAPITAL

The Authorized Share Capital of the Company has been increased from Rs.7,00,00,000/- divided into 70,00,000 equity shares of Rs. 10/- each to Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each by passing a resolution in Extraordinary general meeting held on 22^nd March 2024. The Company has Issued, Subscribed and Paid-up Capital of Rs. 6,68,90,000/- divided into 66,89,000 equity shares of Rs. 10/- each. There is no change in Issued, Subscribed and Paid-up Capital Share Capital of the Company during the year under review.

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

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

10.MANAGEMENT DISCUSSIONS &ANALYSISREPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-A forming part of this Report.

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2024 is available on the Companys website www.transwind.in.

11.PARTICULARS OFEMPLOYEES

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

12.STATUTORYAUDITORS

M/s. Gattani & Associates (Firm Registration No.: 103097W), Statutory Auditors of the Company has submitted the Audit Report for the financial year 2023-24. There is no adverse remark or observation in report which required explanation. The remarks of Auditors are self explanatory and have been explained in Notes on Accounts.

13.SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS AND CO. LLP toundertaketheSecretarialAuditoftheCompany.TheReportoftheSecretarialAuditorisannexed herewith as Annexure-C forming part of this report.

14.DISCLOSURE OF ACCOUNTINGTREATMENT:

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

15.CORPORATEGOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company listed on the SME platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

16.CORPORATE SOCIALRESPONSIBILITY

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

17.BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2023-24 and as on date of this Report are as follows:

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

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Mithilaish Dubey retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommended his re-appointment.

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

18.MEETINGS OF THE BOARD OFDIRECTORS

During the year under review, there were 5 (Five) Board Meetings held i.e. 30^th May 2023, 21^st August 2023, 10^th November 2023, 5^th February 2024, 22^nd February 2024

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

19.COMMITTEES OF THEBOARD

As on 31st March, 2023 the Company has three Statutory Committees, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Constitute of Committees are asunder:

A. Audit Committee:

Constitution of Audit Committee as on 31.03.2024:

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

The Audit Committee met 4 times during the Financial Year 2023-24. The maximum gap between two meetings was not more than 120 days The Committee met on 30^th May 2023, 21^st August 2023, 10^th November 2023 and 5^th February 2024. The necessary quorum was present for all Meetings.

The term of reference of Audit Committee is as below:

i. Recommendationforappointment,remunerationandtermsofappointmentofauditorsofthe company.

ii. Reviewand monitor theauditorsindependenceandperformance,andeffectivenessofauditprocess.

iii. Examinationofthefinancialstatementandauditorsreportthereon.

iv. Approvaloranysubsequentmodificationoftransactionsofthecompanywithrelatedparties.

v. Scrutiny of inter-corporate loans andinvestments.

vi. Valuationofundertakings orassetsofthecompany,whereveritisnecessary.

vii. Evaluationofinternalfinancialcontrolsandriskmanagementsystems.

viii. Monitoringtheenduseoffundsraisedthroughpublicoffersandrelatedmatters.

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scopeofaudit,includingtheobservationsoftheauditorsandreviewofthefinancialstatementbefore theirsubmissiontotheBoardandmayalsodiscussanyrelatedissuewiththeinternalandstatutory auditors and the management of thecompany.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to obtainprofessionaladvicefromexternalsourcesandhavefullaccesstoinformationcontainedinthe records of thecompany.

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

xii. The Boards report under sub-section (3) of section 134 shall disclose the composition of Audit CommitteeandwheretheBoardhadnotacceptedanyrecommendationoftheAuditCommittee,the sameshallbedisclosedinsuchreport alongwiththereasonthereof.

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

B. Nomination and RemunerationCommitteeas on 31.03.2024: Constitution of Nomination and Remuneration Committee:

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

The Nomination and Remuneration Committee met 2 times during the Financial Year 2023-24. The Committee met on 21^st August 2023 and 5^th February 2024. The necessary quorum was present for all Meetings

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

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

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

iii. TheNominationandRemunerationCommitteeshall,whileformulatingthepolicyensurethat:

o the level and composition of remuneration is reasonable and sufficient to attract, retain and motivateDirectorsofthequalityrequiredtoruntheCompanysuccessfully;

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

o Remuneration to Directors, Key Managerial Personnel and senior management involves a balancebetweenfixedandincentivepayreflectingshortandlong-termperformanceobjectives appropriate to the working of the company and its goals:

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

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

vi. Make reports to the Board as appropriate.

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

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

C. Stakeholders Relationship Committee as on 31.03.2024:

Constitution of Stakeholders Relationship Committee:

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

The Stakeholders Relationship Committee met 1 times during the Financial Year 2023-24. The Committee met on 5^th February 2024. The necessary quorum was present for all Meetings. The Company had not received any complaints during the year and thus, there is no complaint pending as on date. There was no valid request for transfer of shares pending as on 31st March, 2024. Ms. Seema Manish Luniya, Company Secretary is the Compliance Officer for the above purpose.

20.SECRETARIALSTANDARDS

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

21.COST AUDITAPPLICABILITY

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.

22.FORMAL ANNUALEVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation its own performance, performance of individual directors, Board Committees ,including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and RemunerationCommitteeoftheCompany.TheevaluationoftheworkingoftheBoard,itscommittees,experience and expertise, performance of specific duties and obligation etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

23.DETAILS OF ADEQUACY OF INTERNAL FINANCIALCONTROLS

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

24.INSTANCES OF FRAUD, IF ANY REPORTED BY THEAUDITORS

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

25.DIRECTORS RESPONSIBILITYSTATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompanyasatMarch31,2023,andoftheprofitoftheCompanyforthatyear;

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

d. theDirectorshavepreparedtheannualaccountsona‘goingconcernbasis;and

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

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THEACT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review. However the details related to Loan/Guarantee or investment for earlier period is given in the note of Financial Statements.

27.RELATED PARTYTRANSACTION

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

28.INSURANCE

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

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

There was no case filed during the year under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

30.RISKS MANAGEMENTPOLICY

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

31.ENVIRONMENT ANDSAFETY

TheCompanyisconsciousoftheimportanceofenvironmentallycleanandsafeoperations.TheCompanysPolicy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of naturalresources.

32.VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicyprovidesforadequatesafeguardsagainstvictimizationofemployees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The web link for the policy iswww.transwind.in.

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

TherehasbeennosignificantandmaterialorderpassedbyanyRegulatorsorCourtsorTribunals,impacting the going concern status of the Company and its future operations.

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

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

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

35.GENERAL SHAREHOLDERS INFORMATION

Annual general Meeting:

27^th Annual General Meeting of the Members of the Company will be held on Monday, the 30th September, 2024 at 03.00 P.M.at 74 - New York Tower A Sarkhej - Gandhinagar Highway, Thaltej, Ahmedabad, Gujarat 380054.

Book Closure:

The Register of members and Share Transfer Books of the Company will remain closed from 24th September, 2024 to 30th September, 2024 (both days inclusive)

Listing on Stock Exchange:

The Companys shares are listed on National Stock Exchange of India on NSE SME Emerge platform w.e.f July 12, 2017 NSE Exchange Plaza, Bandra Kurla complex,(E),Mumbai-400051.

NSE Symbol: TRANSWIND

Registrar and Transfer Agent (RTA):

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

36.ACKNOWLEDGEMENT

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

Date: 29.08.2024		By order of the Board,
Place: Ahmedabad	For Transwind Infrastructures Limited
Registered Office:
74, NewyorkTower-A,	Sd/-	Sd/-
Opp. Jain Derasar, S.G.Highway	Pankaj Kumar Dubey	Mr. Nishant Pandey
Thaltej, Ahmedabad-380054	Whole-Time Director	Whole-Time Director
Email: cs@transwind.in	(DIN : 07787184)	(DIN : 01915127)
Contact: 079-26854899
Web: www.transwind.in