Your Directors have pleasure in presenting Annual report on the affairs of the Company together with theAudited Statement of Accounts for the year ended on 31stMarch, 2025.
1. Financial Summary or performance of the company: __
Particulars
Current Year2024-25
Previous Year2023-24
Total Revenue
4214.46
2697.38
Total Expenditure
3526.81
2456.91
Profit / (Loss) Before Taxes
687.65
240.47
Prior period item
-
17.93
Less: Tax Expenses
a. Current Tax
125.88
28.25
b. Deferred Tax
45.59
28.89
c. Excess/Short Provision Written back/off
1.54
3.53
Profit / (Loss) After Taxes
514.64
161.87
2. Operations:_______
The Company is engaged in the business of design, manufacturing, and installation of a wide range ofaluminium products, including windows, doors, curtain walls, cladding, and glazing systems. These solutionsare carefully tailored to meet the specific requirements of builders, contractors, architect, and institutions,with both standard and customized options and requirements and our Company also provide material supplyand procurement support.
3. Transfer to reserves:____
The Company has not transferred any sum to General Reserves during the year.
4. Dividend:_______
In order to conserve the resources, directors during the year under review the company did not declare anydividend for financial period 2024-25.
5. Material Changes during the financial year 2024-25:
1. Authorized capital of the Company is Increased from 6,52,50,000 divided into 65,00,000 EquityShares of 10 each and 25,000 Preference Shares of 10 each to RS. 25,00,00,000 divided into2,49,75,000 Equity Shares of ?10 each and25,000 Preference Shares of 10 each as approved byshareholder in their Extraordinary General Meeting held on 1st March, 2025.
2. Mr. Hrishikesh Rupesh Shah was allotted 156250 Equity Shares at price of Rs. 320 per share [INR.10/- face value and INR. 310/- premium] Shares against Conversion of his Loan of Rs. 5,00,00,000 asapproved by the Board on 3rd March, 2025
During the period between the date of the Board Meeting and the Annual General Meeting of the Company,the following material changes have taken place:
a) Mr. Rupesh Pravinbhai was appointed as the Managing Director of the Company by themembers at their Extraordinary General Meeting held on 1st May, 2025.
b) Mr. Samir Kumar Oswal was appointed as the Chief Financial Officer (CFO) of the Company bythe Board on 1st May, 2025.
With effect from 1st May, 2025, the following were appointed as Independent Directors of theCompany for the term of 5 years as approved by shareholder in their Extraordinary General Meetingheld on 1st May, 2025:
a) Mr. Shail Jayesh Shah
b) Ms. Niki Nitin Thakkar
c) Ms. Heta Hiren Shah
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board, at itsmeeting held on 2nd May, 2025, constituted the following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders' Relationship Committee
> Corporate Social Responsibility (CSR) Committee
The detailed composition of these Committees is available on the Company's websitehttps: //hrsalualaze.com/investor-relations
a) The Company issued 73,218,750 Equity Shares through Bonus to its members, approved on1st May, 2025.The Company redeemed its outstanding 25,000 preference shares by aresolution passed at the Board Meeting held on 7th May, 2025.
b) Further, to meet the future growth and expansion plans of the Company, the Board is consideringraising funds through an Initial Public Offering (IPO). In this regard, the Company proposes to
initiate the process of filing the Draft Red Herring Prospectus (DRHP) with the concerned StockExchange(s) in the near future.
v. Details of material contracts entered by the company with its related party
The Company has acquired on lease through lease deed dated 19 August, 2025 - Plot No.ladmeasuring 15378.21 Sq.mts. forming part of (1) Revenue Survey/Block No. 362 admeasuring12252 sq.mts. (2) Revenue Survey/Block No. 363 admeasuring 11066 sq.mts. (3) RevenueSurvey/Block No. 1748 admeasuring 3237 sq.mts. respectively making total admeasuring 26555sq.mts. of mouje Rajoda of Bavla Taluka in the Registration District of Ahmedabad and Sub-District ofBavlaon lease from the owner Mr. Rupesh Shah & Mrs. Pinky Rupesh Shah for an annual lease rent ofRs. 60 Lakhs per annum for a period of 27 years for setting up factory on the same.
7. Significant and material orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future OR Change of status of the company:
During the year under review, the Company was converted from a Private Limited Company to a PublicLimited Company pursuant to the approval of the members and upon receipt of the fresh Certificate ofIncorporation from Central Processing Centre, Manesar, dated 08/10/2024.
Consequent to such conversion:
The name of the Company has been changed from HRS Aluglaze Private Limited to HRS Aluglaze Limited.
The Company has adopted and aligned its Articles of Association as per the provisions applicable to a PublicLimited Company under the Companies Act, 2013 as approved by its shareholders at the Extra ordinarygeneral meeting held on 7th August 2024.
8. Subsidiary Company:_
As on March 31, 2025, the Company does not have any subsidiary.
9. Statutory Auditors:_
Auditors of the Company M/s Shah & Patel, Chartered Accountants, FRN No. 124743W hold office until theconclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment untilthe conclusion of Annual General Meeting of the company to be held in the Year 2029.
As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received awritten consent from M/s Shah & Patel, Chartered Accountant to their appointment and a certificate, to theeffect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.
The Auditors' Report for financial year 2024-25 does not contain any qualification or reservation or adverseremark. The Auditors' Report is enclosed with the financial statements in this Annual report.
10. Change in the nature of business:_
During the year under review, the Company has altered its main objects as stated in the Memorandum ofAssociation and consequently, the nature of its business has changed with effect from 07/08/2024 pursuant tothe approval of the members and subsequent approval of the Registrar of Companies.
During the year under review, the following changes took place in the composition of the Board of Directors:Appointments:
Mr. Hrishkesh Rupesh Shah (DIN: 09253175) was appointed as an Additional Director of the Company underthe Promoter category with effect from 11th July, 2024. Subsequently, he was regularized as a Director by themembers of the Company at their Annual General Meeting held on 25th September, 2024.
Key Managerial Personnel (KMP):
Pursuant to Section 203 of the Companies Act, 2013, the following are the KMPs of the Company as on 2024-
25:
Ms. Siddhi Mangal- Company Secretary (CS) on 03/03/2025
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025.There were no unclaimed or unpaid deposits as on March 31, 2025.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies(Accounts) Rules, 2014, is annexed herewith as "Annexure A".
19 regular meetings of the Board of Directors duly convened and held during the year as per requirement ofCompanies Act, 2013. The intervention gap between the meetings was within the period prescribed under theCompanies Act, 2013.
During the year Corporate Social Responsibility was not applicable to the Company.
Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to Directors'Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch,2025, the applicableaccounting standards had been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the company as at March 31, 2025 and of the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Company was not required to appoint an Independent Director during the yearHowever, after closure of financial year Company has appointed Independent Directors.
They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 andthe rules made thereunder.
They have complied with the Code for Independent Directors as prescribed in Schedule IV to the CompaniesAct, 2013.
They have registered themselves as Independent Directors in the Independent Directors' Databank maintainedby the Indian Institute of Corporate Affairs (IICA) in accordance with Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules, 2014, and where applicable, have successfully completed/passed theOnline Proficiency Self-Assessment Test.
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of theCompanies (Accounts) Rules, 2014.
The Board of Directors has taken note of the same.
18. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of a director and other mattersprovided under sub-section (3) of section 178:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has formulated aNomination and Remuneration Policy which lays down the framework for selection, appointment,reappointment, removal, and evaluation of Directors, Key Managerial Personnel (KMP), and SeniorManagement Personnel, as well as the criteria for their remuneration.
The Policy, inter alia, provides that:
Qualifications: Directors shall possess the highest standards of personal and professional ethics, integrity,values, and experience in fields relevant to the Company's business. The Committee, while recommending
appointment, considers factors such as educational background, experience, track record, diversity, andindustry knowledge.
Positive Attributes: Directors are expected to bring independent judgment, objectivity, leadership qualities,strategic thinking, and a willingness to devote sufficient time to discharge their duties effectively.
Independence: Independent Directors shall meet the criteria of independence as prescribed under Section149(6) of the Companies Act, 2013, and are expected to maintain independence of judgment without anyconflict of interest.
Remuneration: The Policy ensures that:
Remuneration to Directors, KMP, and Senior Management is aligned with the Company's objectives,performance, and industry practices.
Executive remuneration is linked to performance, while Non-Executive and Independent Directors are paidsitting fees and/or commission as approved by the Board and shareholders within the limits prescribed under
the Act.
The Policy aims to attract, motivate, and retain competent personnel while ensuring fairness, transparency,and accountability.
Remuneration paid to Directors during the year:
Sr. No.
Name of Director
Amount of Remuneration(in Rs.)
1
Rupesh Pravinbhai Shah
4800000
2
Hrishikesh Rupesh Shah
1720000
3
Pinky Rupesh Shah
1200000
19. Particulars of loans, guarantees or investments under section 186_
During the year under review, the Company has granted loan/ guarantee as mentioned in notes.
20. Particulars of Employee:__
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
21. Related Party Transactions:___
All contracts/arrangements/transactions entered into by the Company with its related parties Particulars ofcontracts or arrangements with related parties referred to in sub-section (1) ofsection 188 in the form AOC-2as per "Annexure - B".
22. Weblink of annual return , if any: __
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return for the financialyear ended 31.03.2025, prepared in Form MGT-7, is available on the Company's website and can be accessedat the following web-link: https://hrsaluglaze.com
23. Compliance with Secretarial Standard _
The Company has complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) relating to:
Meetings of the Board of Directors (SS-1), and
General Meetings of the Company (SS-2)
during the financial year under review. The Company ensures that proper notices are issued, quorum ismaintained, minutes are recorded and signed, and all other requirements prescribed under these standardsare duly followed.
The Board confirms that adequate steps have been taken to ensure compliance with all applicable SecretarialStandards during the year.
24. Risk Management policy:_
Risk Management is the process of identification, assessment and prioritization of risks followed bycoordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunateevents or to maximize the realization of opportunities. The Company has laid down a comprehensive RiskAssessment and Minimization Procedure which is reviewed by the Board from time to time. These proceduresare reviewed to ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigation process/measures havebeen formulated in the areas such as business, project execution, event, financial, human, environment andstatutory compliance.
25. Internal Financial control:__
The Company has in place adequate internal financial controls with reference to the financial statements,designed to provide reasonable assurance regarding the:
-Accuracy and completeness of accounting records,
-Safeguarding of assets,
-Prevention and detection of frauds and errors, and-Compliance with applicable laws and regulations.
These controls are designed to ensure that financial transactions are recorded, authorized, and reportedcorrectly in a timely manner.
The Board, based on the framework of internal financial controls, reviews their effectiveness through the AuditCommittee and other monitoring processes. During the year under review, the Company's internal financialcontrols were found to be adequate and operating effectively to ensure reliability of financial reporting andcompliance with applicable laws.
26. Cost Record:______
The provision of Cost audit as per section 148 doesn't applicable on the Company.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"]:_
The Company is committed to provide a safe and conducive work environment to its employees.
Your Directors further state that during the year under review, there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961__
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicableamendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, andsupportive workplace for women employees. All eligible women employees will be provided with maternitybenefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursingbreaks, and protection from dismissal during maternity leave. The Company will ensures that nodiscrimination is made in recruitment or service conditions on the grounds of maternity.
During the year under review, no women employees availed maternity leave.
29. Acknowledgments:______
Your Directors take this opportunity to place on record their appreciation and sincere gratitude to theGovernment of India, Government of Gujarat, and the Bankers to the Company for their valuable support andlook forward to their continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees and all those whohave helped in the day to day management.
For, HRS ALUGLAZE LIMITED
HRS ALUGLAZE LIMITED
Mr.
Chairman & Managing DirectorDIN: 02806068 ^
Date: 27/08/2025Place: Ahmedabad