Alfa Transformers Ltd

TO

THE MEMBERS OF

ALFA TRANSFORMERS LIMITED

BHUBANESWAR.

Your Directors have a great pleasure in presenting the 43rd Annual Report on the business & operations together with the Audited Financial Statements of the Company for the financial yearended March 31,2025.

The financial performance for the financial year (FY) 2024-25 is summarized in the following table:

During the year under review,

the Company recorded Total Revenue of Rs.5,078.41 Lakhs, remaining slightly consistent with the previous year. Revenue from operations stood at Rs.5,021.12 Lakhs compared to Rs.5,097.31 Lakhs in the previous financial year, indicating a marginal dip of 1.49%. However, the Company continues to maintain a stable revenue base despite challenging market dynamics and competitive industry pressures.

The Total Expenses for the year stood at 4,883.77 Lakhs, reflecting a reduction of 104.78 Lakhs compared to 4,988.55 Lakhs in the previous year. This improvement is primarily attributable to effective cost control measures and operational efficiency enhancements undertaken during theyear.

As a result, the Company achieved a Profit before Tax (PBT) of 194.65 Lakhs, as against 164.34 Lakhs in the previous year, reflecting a growth of approximately 18.45%.

However, due to a net deferred tax impact of (93.77) Lakhs, as compared to a significant deferred tax gain of 598.98 Lakhs in the previous year, the Profit after Tax (PAT) for LY 2024-25 stood at 100.88 Lakhs, compared to 763.32 Lakhs in LY 2023-24. The previous year's PAT was exceptionally high due to recognition of deferred tax assets in line with IND AS principlesand improved profitability outlook.

Accordingly, the Earnings per Share (EPS) for the year stood at 1.11 as compared to 8.22 in the previous year.

Despite a relatively stable top-line performance, the net profit was moderated primarily due to the absence of deferred tax gain which had positively impacted the bottom line in the prior year. The operational performance, however, continues to reflect resilience and sustained efforts toward cost management, customer retention, and product optimization.

The Company remains focused on strengthening its core competencies, exploring new business opportunities, and improving operational efficiencies to deliver long-term shareholdervalue.

Our Company stands on a robust and promising foundation, driven by the global uptrend in demand for efficient energy infrastructure and renewable energy solutions. As industrialization and urbanization continue to accelerate, the need for reliable electrical transmission and distribution systems becomes increasingly critical—placing transformer manufacturers like us at the core of this transformation.

Furthermore, government-led initiatives aimed at modernizing aging power grids and enhancing energy efficiency are expected to significantly contribute to market expansion. In this evolving landscape, our Company is well-positioned to capitalize on these opportunities by leveraging innovation, upholding the highest quality standards, and strategically expanding into emerging markets. These focused efforts are expected to drive sustainable growth and strengthen our competitive edge in the dynamic energy sector.

During the year under review, the company did not have any Subsidiaries, Associates, or Joint Venture Companies as of March 31, 2025. Consequently, Form AOC-1, which contains the salient features of Subsidiaries, Associate, and Joint Venture Companies, is not required to be annexed to theAnnual Report.

The Company primarily engaged in the business of manufacturing and repairing of Electrical equipment mainly transformers. There has been no change in the nature of the business of the Company during the year under review.

During the year under review, the company has not transferred any amount to the general reserves.

Your directors did not have recommended any Dividend during this financial year.

The Authorised Share Capital of the Company is Rs. 12,00,00,000/- comprising of 1,20,00,000 equity shares of Rs. 10/- each. Further the Paid-up share Capital of the Company stood at Rs. 9,15,06,450/- consisting of 9150645 of equity shares of Rs. 10/- each. During the year under review, the company did not have issued any fresh securities.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31, 2025 to July 01,2025.

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter VI of the Companies Act 2013 relating to acceptance of deposits are not applicable to the Company and hence, no detail of the deposit is given in the report.

The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited and Calcutta Stock Exchange Limited (CSE). The Company confirms that it has paid the Annual Listing Fees to the Exchanges where the Company's Shares are listed.

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mr. Debasis Das (DIN: 00402790), Director of the Company is liable to retire by rotation at the forthcoming 43rd Annual General Meeting (AGM) being eligible, has offered himself for reappointment.

• During the year under review Mr. Balmukunda Das, Independent Director of the Company, has resigned due to his personal reason and the Board taken the note of the same with effect from November 13,2024.

• Pursuant to the provisions of the Sections 149, 152, 161(1) read with Schedule IV of the Companies Act, 2013, Mr. Prem Sagar Mishra (DIN:10931842) and Mr. Rashmi Ranjan Satapathy (DIN: 06371240) have been appointed as additional Independent Director of the company with effect from February 03,2025 and their appointment as directors are subject to approval of shareholders in the ensuing Annual General meeting of the Company.

• During the year under review Mr. Suryakanta Das, Independent Director of the Company has resigned from the position due to his personal reason with effect from January 18, 2025, and the Board has taken the note of the Same in their meeting held on February 03, 2025.

• During the year under review Mr. Sandip Kumar Mohanty (DIN: 01787995), Independent Director of the Company, has resigned due to his personal reason and the Board taken the note of the same with effect from February 12,2025.

Resolutions seeking the appointment/ re-appointment of the Directors along with their profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of the ensuing Annual General Meeting.

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, as on March 31,2025: -

1. Mr. Dillip Kumar Das (DIN: 00402931), Managing Director

2. Mr. Debasis Das (DIN: 00402790), Whole-Time Director

3. Mr. Bikash Kumar Dutt- Chief Financial Officer

4. Mr. Rajesh Kumar Sundarray, Company Secretary & Compliance Officer

• During the year under review Mr. Ranjit Kumar Biswal chief financial officer of the Company has retired from the company upon reaching superannuation age with effect from May 27, 2024 and the Board has taken note of the same.

• Pursuant to the Section 203 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and on the recommendation by the Nomination and Remuneration Committee, the Board has appointed Mr. Bikash Kumar Dutt, as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. May 28,2024.

The Board of Directors of your Company met 7 (Seven) times during Financial Year 2024-25 on 17/05/2024,27/05/2024,24/07/2024,14/08/2024,13/11/2024,03/02/2025, and 12/02/2025. The details of Board Meetings and the attendance of the Directors, are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of Independent Directors has been done by all Directors except Director being evaluated and performance evaluation of the Committees of the Board and individual Directors has been done by the entire Board of Directors as a whole. The Structured Rating sheets for evaluation of Independent Directors, its own performance, and that of its committees and individual Directors were placed down before the Directors. Directors assigned the specific ratings in Rating Sheets after taking into consideration various aspects and vital feedback was received from them on how the Board currently operates and how it might improve its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors of the Company to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of company at end of Financial Year of Profit and Loss of company forthat period.

iii) 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 company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively and

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

The Company had following three Independent Directors as on March 31,2025:

1. Mr. Prem Sagar Mishra (DIN: 10931842)

2. Mr. Rashmi Ranjan Satapathy (DIN: 06371240)

All the Independent Directors of your Company had registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

Your Company has received declarations from all the above-named Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.

All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The criteria for determining qualifications, positive attributes and independence of Directors and the policy on familiarization programmes are available on the Company's website, viz., www.alfa.in attheweb link https://www.alfa.in/policies.htm.

The Independent Directors met once during the financial year 2024-25, i.e., on March 28, 2025 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

TheCompany's Board hasthefollowing Committees:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, your Company has constituted/reconstituted its Audit Committee from time to time. As on March 31, 2025, the Composition of Audit Committee was as follow:

There are changes in the Composition of the Audit Committee during the Financial Year 202425 and theAudit committee has reconstituted on February 03,2025.

Audit Committee Meetings were held Four (4) times on 27/05/2024,14/08/2024,13/11/2024, and 12/02/2025 during financial year 2024-25. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted/reconstituted its Nomination and Remuneration Committee from time to time. As on March 31, 2024, the Composition of Nomination and Remuneration Committee was as follow:

There are changes in the Composition of the Nomination and Remuneration Committee during the Financial Year 2024-25 and the committee has reconstituted on February 03, 2025. Nomination and Remuneration Committee Meeting held Two (2) Times on 27/05/2024 and 12/02/2025 during the Financial Year.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted/reconstituted its Stakeholders Relationship Committee from time to time. As on March 31,2025, the Composition of Stakeholders Relationship Committee was as follow:

Share Transfer and Investor Grievance Committee Meeting held Two (1) Time on 28/03/2025 during the Financial Year.

The details of Loans, Investments and Guarantees covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this Annual Report.

All Related Party Transactions entered into by your Company during the Financial Year 202425 were on arm's length basis and in the ordinary course of business. There were no materials significant Related Party Transactions entered into by the Company which may have a potential conflict with the interest of the Company. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable.

The provisions of Section 135 of the Companies Act, 2013 and rules made thereunder for contribution of Corporate Social Responsibility and the constitution of Corporate Social Responsibility Committee, is not applicable to the Company for the year during review.

Energy conservation continues to be accorded high priority by your Company. The Company has already taken up steps for implementing Energy Conservation measures byreplacing of all conventional machineries, creating awareness among employees, regulated usage of plant, machinery and other equipment's and use of energy saving equipment's. Company continues its efforts to reduce and optimize the energy consumption at all manufacturing facilities, including corporate office through continuous monitoring and high degree of awareness for energy conservation.

The Company is in the process of taking steps for utilising alternate sources of energy. Company has not made any capital investment on energy conservation equipments.

Efforts, in brief, made towards technology absorption and innovation: The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

Benefits derived as a result of the above efforts: Improvement in product quality.

Technology imported during last years: The Company has not imported technology during the last three years and no research work has been carried out and therefore there is no expenditure on thisaccount.

Foreign exchange earnings: Nil Foreign exchange outgo: Nil

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of a firm's strategic management. Risk Management is a continuous process. There are four fundamental approaches:

The Company has developed and implemented the Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The Company has in place adequate internal financial controls with reference to financial statements. The Company has also appointed an Internal Auditor to ensure compliance and effectiveness of the Internal Control Systems in place.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaints were reported to the Board.

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted by the Board of Directors in Compliance with Section 177 of the Companies Act, 2013.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and disclosure/leak of unpublished price sensitive information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During FY 2024-25, no incidents have been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company at https://www.alfa.in.

* The percentage increase in remuneration of Mr. Dillip Kumar Das and Mr. Debasis Das have been doubled in the Annual General Meeting held on August 21,2024.

C. The number of permanent employees on the rolls of Company: Total permanent employees as on 31.03.2025 were 118 excluding Directors.

During the year under review, there is no increase in the median remuneration of Employees.

The increase in remuneration is in line with the market trends, cost of living and to ensure the

retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

3) Employee employed throughout the financial year or the part thereof, was in receipt of remuneration that year which, in the aggregate, or the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company: Nil

The remuneration policy as recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting is presented in the Corporate Governance report forming part of the Annual report.

There are no shares in suspense account during the year under review.

There are no shares in unclaimed suspense account during the year under review.

In terms of the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), dividend(s) which are unpaid and unclaimed for the period of seven years are required to be transferred to the Investor Education and Protection Fund ("IEPF") administered by the Central Government.

During the year under review, there was no unpaid / unclaimed dividend to be transferred to IEPFAccount.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after complying with the procedure laid down under the said Rules.

During the year under review, there were no equity shares to be transferred to IEPFAccount.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company http://www.alfa.in. All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2025. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company's website, www.alfa.in. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

1. Policy on Familiarization Programmesfor Independent Directors

2. Nomination and Remuneration Policy

3. Whistle Blower Policy/Vigil Mechanism

4. Policy on Prevention of Sexual Harassment at Workplace

5. Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.

6. Code of Conduct for Insider Trading (Prohibition of Insider Trading)

7. Policy on Criteria for determining Materiality of Events

8. Archival Policy

9. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

10. Code of Conduct for the Board of Directors and Senior Management Personnel STATUTORY AUDITORS:

In terms of the provisions of Section 139 of the Companies Act, 2013, the members of the Company at its 41st Annual General Meeting (AGM) held on August 21, 2024 had appointed M/s. PAMS & Associates, Chartered Accountants, (FR No. 316079E), as the Statutory Auditors of the Company for a period of one year starting from the conclusion of 42rd AGM till the Conclusion of 44th AGM and confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications or adverse remarks in the Auditors Report given by M/s. PAMS & Associates, Chartered Accountants, which required any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, March 31,2025 is annexed to this annual report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on May 27, 2024, appointed M/s. SarojRay & Associates, Company Secretaries, Bhubaneswar to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. M/s. SarojRay & Associates, Secretarial Auditors has issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31, 2025, and is annexed herewith as 'Annexure A¹ to this Board's Report.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are maintained. However, Cost Audit was not applicable to the Company during the year under review.

Since there were no qualification and reservation marks in the reports from the Auditors of the Company, there were comments received from the Board. Moreover, the Board of Directors states that the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (TCST).

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

It has been the endeavor of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. The following forms part of this Annual Report:

(I) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

(iv) Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance.

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2025 will be uploaded on the website of your Company and can be accessed at www.alfa.in.

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure required in this regard.

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people's attention are currently underway. Your Company thrust is on the promotion of talent internally throughjob rotation andjob enlargement.

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares to employees of the Company under Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to directors or employees of the Company underany scheme.

5. BuyBackofShares

The Board sincerely thanks the Government of India, SEBI, RBI, the Government of Odisha, the Government of Gujarat, other State Governments and various government agencies for their continued support, co-operation and advice.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.