Directors Report of Ahlada Engineers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 20th Annual Report of your company along with the Audited
Financial Statements for the Financial Year ended on 31st March, 2025. Further, in compliance with the
Companies Act, 2013 the company has made all requisite disclosures in the Board’s Report with the objective of
accountability and transparency in its operations and to make you aware about its performance and future
perspective.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the stand-alone financial statements of the company.

Particulars	2024-25	2023-24
Revenue from Operations	13199.51	25951.69
Other Income	31.59	36.24
Total Income	13231.10	25987.93
Total Expenditure	11108.83	22309.92
Operating Profit (EBITDA)	2122.27	3678.02
Finance Charges	492.20	472.37
Depreciation & Amortisation	1050.37	1199.87
Profit before Tax	579.70	2005.78
Provision for Tax
- Current	236.13	-69.30
-Differed	-69.30	-108.49
-Prior year taxes	42.32	735.35
Total Tax expense	209.14	640.91
Net profit after Tax	370.56	1364.87
Other Comprehensive Income
i. Items that will not be reclassified to profit or loss	-	-
ii. Income tax relating to items that will not be	-	-
reclassified to profit or loss
Total Comprehensive Income for the year [comprising	370.56	1364.87
Profit and Other Comprehensive Income for the year]
Earning per equity share (for continuing operations)
- Basic	2.87	10.56
- Diluted	2.87	10.56

NOTE:

i) The financial results of the Company have been prepared in accordance with the Indian Accounting
Standards as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standard) Rules, 2015, as amended.

ii) The figures for the previous year have been re-arranged wherever necessary to conform to the current year''s
classification.

2. OPERATIONAL REVIEW

Net revenues decreased to 131.99 Crores from 259.51 Crores in the previous year registering a decrease of
49.14%. Profits before Depreciation and Interest had decreased by 71.10% to 579.70 lakhs as from 2005.78
lakhs in the previous year. After providing for depreciation and taxation, the net profit of the Company for the
year under review was at 370.56 lakhs as against 1,364.87 lakhs in the previous year recording a decrease of
72.85% and decrease in their operational performance due to due to numerous challenges including
Government Policies, Raw Material Price Volatility, Supply Chain Disruptions, entry of new players, and
variation in margins etc..

3. OUTLOOK AND AFFAIRS OF THE COMPANY

Business prospects remain positive because of the growing global demand for steel doors, steel windows,
green chalk boards, dual desks and purified drinking water systems etc. Your Company is expected to
register decent growth from FY-2025-2026 onwards.

Your Company is in the business of manufacturing steel doors, Steel windows (steel-frame), Dual desks,
green chalk boards and purified drinking water systems and we cater to customers across various segments
and industries. We currently have our facilities spread across 2 manufacturing units in addition to one
assembling unit and stock yard, with an area admeasuring 27,153 square yards on the outskirts of
Hyderabad.

The management of the Company is making its sincere efforts to increase the volume of business in their best
efficient manner.

4. AMOUNT TRANSFERRED TO GENERAL RESERVES

No amount has been transferred to the General Reserve for the financial year ended 31st March 2025.

5. DIVIDEND

Your directors are pleased to recommend the final dividend, at the rate of 16% (i.e. Rs. 1.60/- only) per equity
share of Rs. 10.00/- (Rupees Ten only) each fully paid up, for the financial year 2024-25 considering the
profits for the year and keeping in view of capital expenditure requirements of the Company, which if
declared in the 20th Annual General Meeting of the Company, will be paid to the shareholders of the
Company. The dividend pay-out for the year will be Rs. 206.73/- Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS OR MATERIAL CHANGES DURING THE YEAR

There are no material changes in the nature of business during the year. There are no material changes
during the year 2024-25.

7. CHANGE IN ACCOUNTING TREATMENT OR CHANGE IN ACCOUNTING POLICIES

There is no change in accounting treatment or in accounting policies in the year as compared to previous
Financial Year.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted
Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting
Standards) Rules, 2015. The Company has adopted Ind AS. The financial statements have been prepared in
accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read
with Section 133 of the Companies Act, 2013 (the “Act”).

8. 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 THIS REPORT.

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 31st March, 2025 to 14th August, 2025.

9. DEPOSITS

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.

10. SHARE CAPITAL

The paid up equity share capital as on March 31,2025 stood at 12,92,10,000/- comprising of 1,29,21,000
equity shares of Rs.10/- each fully paid shares.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares,
Employees’ Stock Options or convertible instruments and did not purchase its own shares. Hence there is no
information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the
Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013,
respectively.

11. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES

As on 31st March, 2025, the Company does not have any subsidiary, joint venture or associates.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under section 164 and other applicable provisions, if
any, of the Companies Act, 2013 that none of the directors of the Company are disqualified under the
provisions of the Companies Act, 2013 (‘Act’) or under the Listing Regulations.

During the financial year 2024-25 the following changes in the Board of Directors were affected:

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the
Company Ms. Ahlada Chedepudi , Whole Time Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors
recommends her re-appointment.

Brief profiles of Director, being re-appointed at the ensuing Annual General Meeting is annexed to the Notice.
Demise of Director

The untimely and sad demise of Sri Bulusu Kameswara Sarma, Independent Director of the Company on
30th June 2024 due to severe illness.

Sri. Bulusu Kameswara Sarma’s sudden and unexpected passing away is an irreparable loss to the
Company and all the Directors and Employees of the Company convey their deep sympathy, sorrow and
condolences to his family and may his soul rest in peace.

Sri. Bulusu Kameswara Sarma (DIN: 00441074), was appointed as an Independent Director of the Company
w.e.f 12th April 2018 and played crucial roles during the Initial Public Offer (IPO) of equity shares through
which the Company immensely benefitted.

The Board places on record its sincere appreciation and his support and guidance provided from time to time
during his tenure as Director of the Company”.

Appointment of Directors

Based on the recommendations of Nomination and Remuneration Committee (NRC)meeting held on
14.08.2024 Ms. Subbarathnamma Palepu (DIN: 09432984) was appointed as Additional Director
(Independent) and Mr. Akarsh Reddy Chedepudi (DIN: 09859356) was appointed as additional Director
(whole time) by the Board of Directors at its meeting held on 14.08.2024 respectively under the provisions of
section 149, 161 (1) and 196 and other applicable provisions, if any, of the Companies Act, 2013 and were
appointed/regularized in the Annual General Meeting of the Company held on 30th September, 2024. Mr.
Akarsh Reddy Chedepudi , was appointed as Whole Time Director of the Company for a period of five years
by the share holders in the same meeting with effect from 14.08.2024.

Cessation of Directors

During the year, Mr. J. Abhinav Kumar Reddy resigned from the Board as a Whole Time Director and Key
Managerial Person of the Company due to his pre-occupations with effect from 14.08.2024.

The Board placed on record its sincere appreciation and thanks to Mr. J. Abhinav Kumar Reddy for his
support and guidance provided from time to time during his tenure as Whole Time Director of the Company.

Cessation of Chief Financial Officer

During the period, Mr.A. Narasimha Rao resigned from the position of CFO & KMP of the Company with effect
from 30.05.2024

The Board placed on record its sincere appreciation and thanks to Mr. A. Narasimha Rao for his support and
guidance provided from time to time during his tenure as Chief Financial Officer of the Company.

Appointment of Chief Financial Officer

During the period, Ms. Ahlada Chedepudi, whole Time Director appointed as CFO & KMP of the Company
with effect from 01.06.2024.

Key Managerial Personnel

As per the provisions of Section 2(51) and Section 203 of the Companies Act, 2013; the present whole time
Key Managerial personnel (KMP) of the Company are as follows:

Mr. Suresh Mohan Reddy Ch. - Chairman & Managing Director

Ms. Ahlada Ch. - Whole Time Director & CFO

Mr. P. Kodanda Rami Reddy - Company Secretary & Compliance Officer

Resignation of Company Secretary & Compliance Officer

During the post period i.e 31st March 2025, Mr. P. Kodanda Rami Reddy, Company Secretary & Compliance
Officer has resigned from the position of Company Secretary, Compliance Officer & KMP of the Company
with effect from 04.06.2025

The Board placed on record its sincere appreciation and thanks to Mr.P. Kodanda Rami Reddy, Company
Secretary & Compliance Officer for his support and guidance provided from time to time during his tenure as
Company Secretary, Compliance Officer & KMP of the Company.

Appointment of Company Secretary, Compliance Officer & KMP

During the post period of 31st March, 2025 Mr. Garikapati Shyam Krishna, a Fellow member of ICSI) having
membership No. FCS: 12805 as Company Secretary , Compliance Officer & KMP of the Company with effect
from 05.06.2025.

13. LISTING OF SHARES

The Company’s shares are listed on National Stock Exchange of India Limited (NSE) with ISIN:
INE00PV01013 and symbol is: AHLADA.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarization program prepared in the line of Regulation 25(7) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
Independent Directors to familiarize them with the Company’s philosophy, vision, mission, strategies,
operations and functions. The details of the familiarization program are available on the Company’s website
at https://ahlada.com .

15. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each independent director under Section 149 of the
Companies Act, 2013, confirming that he/she meets the criteria of independence laid down in Section 149 of
the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

The Board is of the opinion that all the Independent Directors of the Company are person’s of integrity and
possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the
Company. The Independent Directors of the Company have confirmed that they have registered with the
Indian Institute of Corporate Affairs and have included their name in the databank of Independent Directors
within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

16. AUDITORS
Statutory Auditors:

The Shareholders of the Company had appointed M/s. Kishore & Venkat Associates, (FRN:001807),
Chartered Accountants, Sanjeeva Reddy Nagar, Hyderabad as Statutory Auditors of the Company for the
further period of 5 years commencing from the Financial Year 2021-22 to 2025-26 in its Annual General
Meeting held on 30th September, 2021.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2025 forms part of
the Annual Report. There are no qualifications, or adverse remarks made by the Statutory Auditors which
requires explanation or comments from the Board.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 Rule 9 of the Companies (Appointment
and remuneration of managerial personnel) Rules, 2014 and rules framed there under, the Board of
Directors, on recommendation of the Audit Committee, has appointed M/s. VCSR & Associates, Practising
Company Secretaries (UIN No. P2014AP034200), Hyderabad to undertake the Secretarial Audit of the
Company.

The secretarial audit report issued by M/s. VCSR & Associates, Practicing Company Secretaries for the
financial year ending 31st March, 2025 is enclosed as Annexure-I attached hereto and forms part of this
Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the
observation made are self-explanatory and requires no further explanation from the Board.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 Rule 13 of the
companies(Accounts) Rules 2014 and Rules framed there under, the Board of Directors, on
recommendation of the Audit Committee has appointed M/s. Vennapusa & Sunkara, Chartered Accountants,
as the Internal Auditors of the Company for Financial year 2024-25 and takes their suggestions and
recommendations to improve and strengthen the internal control systems.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 The companies (Cost records
and audit) Rules, 2014 and Rules framed there under, the Board of Directors, on recommendation of the
Audit Committee has appointed M/s. N S V Krishna Rao & Co, Cost Accountants, (Membership No.17143),
Hyderabad as Cost Auditors of the Company for the Financial Year 2024-25.

The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to
the Central Government/stipulated authority within stipulated time period.

There are no qualifications, reservations or adverse remarks made by the Cost auditor and the observations
made are self explanatory and requires no further explanation from the Board.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual
General Meeting of the company, in accordance with Section 148 of the Companies Act, 2013.

17. REPORTING OF FRAUDS BY AUDITORS

During financial year ended 31st March 2025, the statutory auditor, the secretarial auditor and other Auditors
have not reported any instance of fraud committed in the Company by its officers or employees.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

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

19. EXTRACT OF ANNUAL RETURN

The extract of the annual return in compliance with the requirement of Section 92(3), Section 134(3) of the
Companies Act 2013 for FY 2024-25 is available on the website of the Company and the same can be
accessed through the link: https://ahlada.com/pdfs/Annual-Returns/Annual-Return-Form-MGT-7-2024-
25.pdf

20. BOARD MEETINGS

The Board and Committee meetings are pre-scheduled, and a tentative calendar of the meetings shall be
finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent
business needs, approval is taken by passing resolutions through circulation.

During the year Four (4) Board Meetings, Four (4) Audit Committee, Three (3) Nomination and Remuneration
Committee, One (1) Stakeholders Relationship Committee, One (1) Risk Management Committee, Four (4)
Management Committee and Two (2) Corporate Social Responsibility Committee Meetings were duly
convened and held.

The details of the meetings including the composition of various committees are provided in the Corporate
Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013
and SEBI(LODR) Regulations 2015 as applicable.

21. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (Non-mandatory)

6. Management Committee(Non-mandatory)

The details of all the above Committees along with their composition, number of meetings and attendance at
the meetings are provided in detail in the Corporate Governance Report annexed to this Board’s Report.

22. BOARD DIVERSITY:

The Policy on Board diversity of the Company recommended by the Nomination and Remuneration
Committee and approved by the Board is available on the website of the Company at
https://ahlada.com/pdfs/policies/Board-Diversity-Policy.pdf.

23. PROCEDURE FOR NOMINATION & APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY :

The Nomination and Remuneration Committee (NRC) is responsible to set the skills/ expertise/
competencies of the Board Members based on the industry and strategy of the Company and to formulate the
criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions
of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the
Nomination & Remuneration Committee framed a policy for Remuneration of the Directors, Key Managerial
Personnel and Senior Management of the Company.

During the financial year 2024-25, the Board had also identified the list of core skills, expertise and
competencies of the Board of Directors as are required in the context of the business and sector applicable to
the Company and those actually available with the Board. The Company has also mapped each of the skills,
expertise and competencies against the names of the Board Members possessing the same.

The objective of the Company’s remuneration policy is to attract, motivate and retain qualified and expert
individuals that the Company needs in order to achieve its strategic and operational objectives, whilst
acknowledging the societal context around remuneration and recognizing the interests of Company’s
stakeholders.

The Non-Executive Directors (NED) are remunerated by way of sitting fee for each meeting attended and are
also reimbursed out of pocket expenses incurred by them in connection with the attendance of the
Company’s Meetings.

A copy of the Nomination & Remuneration Policy is available on the website of the Company:
https://ahlada.com/pdfs/policies/Nomination-and-Remuneration-Policy.pdf and the salient features of the
same has been disclosed under Annexure -II.

24. MECHANISM FOR EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out
an annual evaluation of its own performance and that of its Committees as well as performance of the
Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of
the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance and the evaluation was carried out
based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent
Directors with specific focus on the performance and effective functioning of the Board and Individual
Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated 5th January, 2017, the Company
has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent Directors; and

f. Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria as per the policy and accordingly
completed the process.

A report on the above evaluation has been prepared and submitted to the Chairman with feedback for
continuous improvement. In a separate meeting held on 14th February, 2025, the Independent Directors
evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They
also evaluated the performance of the Chairman taking into account the views of Executive Director and Non¬
Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors.
The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and
NRC, at which the feedback received from the Directors on the performance of the Board and its Committees
were also discussed.

25. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted
the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by
Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the
same are available on company’s website https://ahlada.com/pdfs/policies/Code-of-conduct-insiders-dps-
policy-on-UPSI.pdf

26. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF).

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (“the
Rules”), all shares in respect of which dividends has not been paid or claimed for seven consecutive years or
more shall be transferred to Investor Education and Protection Fund (IEPF).

The procedure for claiming such unclaimed dividend/ shares from IEPF has been made available on website
of the Company https://ahlada.com/investor-relations/unclaimeddividend-procedure.pdf/

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section
186 of the Companies Act, 2013.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT

As per regulation 24A of SEBI (Listing Obligations and disclosure Requirements) regulations, 2015, The
Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI
Regulations and Circulars /Guidelines issued there under.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the
end of the financial year.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013, and the Companies (Corporate Social Responsibility
policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee. The
composition of the Committee is provided in the Corporate Governance Report. Your Company has
formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the
projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is
available on the website of the Company https://ahlada.com/pdfs/policies/CSR%20Policy.pdf . A brief
outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the
year 2024-25 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed to this Report as Annexure-III.

30. RISK MANAGEMENT POLICY:

The Company has constituted the Risk Management Committee though it is not applicable as per
SEBI(LODR) Regulations., 2015 voluntarily in order to mitigate the risks involved in the business. Details of
Composition of the Committee forms part of the Corporate Governance Report. In pursuant to the provisions
of the Section 134 (3)(n) of The Companies Act, 2013 the Company has formulated Risk Management Policy
to mitigate and manage the Risk Including identification therein of elements of risk, if any, which in the opinion
of the Board may threaten the existence of the Company.

The policy on Risk Management is available on the website of the Company
https://ahlada.com/pdfs/polices/risk-management.pdf

31. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct. The Vigil Mechanism
framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination shall be met out to any person for a genuinely raised concern. The designated officer/ Audit
Committee Chairman can be directly contacted to report any suspected or confirmed incident of
fraud/misconduct.

The Whistle Blower Policy is disclosed on the website of the Company at
https://ahlada.com/pdfs/policies/Whistle-Blower-policy.pdf

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

Your Company is committed to create and maintain an atmosphere in which employees can work together,
without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the
Company is strongly opposed to sexual harassment and that such behaviour is prohibited.

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the said Act”) to
deal with complaints relating to sexual harassment at workplace viz at its three Units. The policy and the
details of internal complaints committee is available at https://ahlada.com/pdfs/policies/Prevention-of-
Sexual-Harassment.pdf

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in
accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the Financial Year ended 31st March, 2025, the Company has not received any Complaints pertaining
to Sexual Harassment.

33. MATERNITY BENEFIT:

Pursuant to Rule 8(5)(xiii) of Companies (Account) Rules, 2014, the Company affirms that it has duly
complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to
eligible women employees during the financial year 2024-2025.

34. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party
Transactions which includes matters covered u/s 178(3) of the Companies Act, 2013. The Policy is also
posted in the Investors section of the Company''s website.

The Company had not entered into any Material Related Party Transaction during the year with related

parties. However the Company has entered into related party transactions with the prior approval of the Audit
Committee which are not material transactions and accordingly, the disclosure of Related Party Transactions
were made in Form AOC-2 and is enclosed as Annexure-IV. In line with requirements of the Act and Listing
Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the
website of the Company at https://ahlada.com/pdfs/policies/Policy-on-Related-Party-Transactions.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all
transactions between the Company and Related Parties.

This policy specifically deals with the review and approval of Material Related Party Transactions keeping in
mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All
Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive
nature and / or entered in the ordinary course of business and are at arm’s length. All Related Party
Transactions entered during the year were in ordinary course of business and on arm’s length basis.

Suitable disclosure as required by the Indian Accounting Standards (IndAS24) has been made in the notes to
the Financial Statements.

35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources
and protect shareholders’ interest. Your Company has an effective internal control systems to monitor, review
and focus on the compliances of various business processes. The internal audit report along with audit
findings and tracking of process improvements & compliances is presented for review to the Audit Committee
and the Board of Directors.

36. PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 read with Rule, 5(12) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, are set out in Annexure-V of this Report.

During the year, the Company had no employee who was employed throughout the financial year or part
thereof and was in receipt of remuneration, which in the aggregate, or as 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.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The Management Discussion and Analysis report has been furnished
separately in the Annual Report and forms part of the Annual Report under Annexure-VI of this report.

38. HUMAN RESOURCE MANAGEMENT

Human Capital has gained prime importance in last few years. Our Company believes that the human capital
is of utmost importance to sustain the market leadership in all product segments and also to capture new
markets. We have identified the high Performers and rewarded them appropriately, which has helped to
achieve better employee engagement. Competency based training program has been devised for High -
Potential employees with focus on their Individual Development Plan & helping them to become future
leaders.

39. QUALITY

Your Company accord to high priority to quality, safety, training, development, health and environment. The
Company endeavors to ensure continuous compliance and improvements in this regard.

40. INDUSTRIAL RELATIONS

Your directors are happy to report that during the year there were very cordial and extremely good industrial
relations at all levels.

41. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 are given in the Annexure-VII attached hereto and forms part of this Report.

42. ENVIRONMENTAL AND SOCIAL OBLIGATION

The Company’s plants comply with all norms set up for clean and better environment by the competent
authorities. The Company undertakes regular checks / inspections including certification for the maintenance
of the environment. The Company values environmental protection and safety as the major considerations in
its functioning. The Company is continuously endeavoring to improve the health and quality of life in the
communities surrounding its industrial complexes.

43. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for
Senior Management Employees of the Company. This Code has been posted on the Company’s website at
https://ahlada.com/pdfs/policies/Code-of-Conduct.pdf . All the Board Members and senior management
personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and
Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors,
which is a guide to professional conduct for Independent Directors and has been uploaded on the website of
the Company at https://ahlada.com/pdfs/policies/Code-of-Conduct.pdf

44. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is
committed to transparency in all its dealings. The Company’s Report on Corporate Governance is attached,
and forms part of this Report and available at Annexure-VIII.

45. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation
of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the
same has been uploaded on the website of the Company on https://ahlada.com/pdfs/policies/Archival-
Policy.pdf

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the Financial Year 2024-25.

47. OTHER DISCLOSURES

(I). There was no instance of one-time settlement with any Bank or Financial Institution.

(ii) There were no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.

48. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)© of the Companies Act, 2013, and on the basis of compliance
certificate received from the executives of the Company and subject to disclosures in the Annual Accounts,
as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the

best of their knowledge and information furnished, the Board of Directors states:

a. That in preparation of the annual accounts, all the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any.

b. That the Directors have adopted such accounting policies, as selected in consultation with Statutory
Auditors, 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 31st March, 2025
and of the profit of the Company for the financial year ended 31st March, 2025.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

d. That the Annual Accounts have been prepared on a going concern basis.

e. Those proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively.

f. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that
systems were adequate and operating effectively.

49. COMPANY’S WEBSITE:

The website of your Company https://ahlada.com displays the Company’s businesses up-front on the home
page. The site carries a comprehensive database of information of all the Doors and Windows products
including the Financial Results of your Company, Shareholding Pattern, Directors’ & Corporate profile,
details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and
Companies Rules 2014 and as per the SEBI (LODR) Regulations, 2015 has been uploaded.

50. ACKNOWLEDGEMENTS:

The Board of Directors places on record their appreciation to the co-operation and support extended by all
stakeholders in the Company including the Shareholders, Bankers, Vendors, Customers and other Business
Associates.

The Directors also wish to place on record their appreciation to all the employees for their commitment and
contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in
India and concerned Government Departments/Agencies for their co-operation.

By Order of the Board
For M/s. AHLADA ENGINEERS LIMITED

Sd/- Sd/-

Suresh Mohan Reddy Ch. Ahlada Ch.

Date: 14.08.2025 Chairman & Managing Director Whole Time Director & CFO

Place: Hyderabad (DIN: 00090543) (DIN: 09406784)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 19th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2024. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board’s Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the standalone financial statements of the company.

Particulars	2023-24	2022-23
Revenue from Operations	25951.69	15827.57
Other Income	36.24	20.57
Total Income	25987.93	15848.14
Profit Before Interest and Depreciation	3678.02	2,549.53
Finance Charges	472.37	373.74
Depreciation	1199.87	1302.21
Net Profit after Interest and Depreciation But before tax	2005.78	873.58
Net Profit Before Tax	2005.78	873.58
Provision for Tax	640.91	364.17
Net Profit After Tax	1364.87	509.41

NOTE:

i) The financial results of the Company have been prepared in accordance with the Indian Accounting Standards as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015, as amended.

ii) The figures for the previous year have been re-arranged wherever necessary to conform to the current year''s classification.

2. OPERATIONAL REVIEW

Gross revenues increased to 259,87.93 lakhs from 158,48.14 lakhs in the previous year registering an increase of 63.98%. Profits before Depreciation and Interest had raised by 44.26% to 3678.02 lakhs as from 2549.53 lakhs in the previous year. After providing for depreciation and taxation, the net profit of the Company for the year under review was at 1364.87 lakhs as against 509.41 lakhs in the previous year recording a rise of 167.93%.

3. OUTLOOK AND AFFAIRS OF THE COMPANY

Business prospects remains positive because of the growing global demand for steel doors, steel windows, green chalk boards, dual desks and purified drinking water systems etc. Your Company is expected to register decent growth in FY-2025.

Your Company is in the business of manufacturing steel doors and steel windows (steel-frame) and we cater to customers across various segments and industries. We currently have our facilities spread across 2

manufacturing units in addition to one assembling unit and stock yard, with an area admeasuring 27,153 square yards on the outskirts of Hyderabad. Additionally.

The management of the Company is making its sincere efforts to increase the volume of business in their best efficient manner.

4. AMOUNT TRANSFERRED TO RESERVES

The company has transferred an amount of Rs.1364.87 lakhs to the reserves during the Financial Year under the head Profit and Loss Account pertaining to the profits for the period under review.

5. DIVIDEND

The Board has recommended Final Dividend of Rs. 1.60 per share on paid up equity share capital, subject to the approval of the shareholders.

6. CHANGE IN THE NATURE OF BUSINESS, if any

There are no material changes in the nature of business during the year.

7. RESERVES

The Company has a closing balance of Rs 12,458.47/- Lakhs (Eleven Thousand Two Hundred Seventy Four Lakhs Fifty Thousand only) as Reserves and Surplus as on 31.03.2024.

The closing balance of Reserve and Surplus is bifurcated as follows:

S.No	Particulars	Rs in Lakhs.
1.	Balance at the beginning of year	4950.75
2.	Current Year’s Profit	1364.87
3.	Amount of Securities Premium	6,311.37
4.	Dividend & Other Equity	-180.89
	TOTAL	12458.47

8. 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 THIS REPORT.

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 31,2024 to August 14, 2024.

9. DEPOSITS

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.

10. SHARE CAPITAL

The paid up equity share capital as on March 31,2024 stood at 12,92,10,000/- comprising of 1,29,21,000 equity shares of Rs.10/- each fully paid shares.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees’ Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.

11. MATERIAL CHANGES DURING THE YEAR

There are no material changes during the year 2023-24.

12. CHANGE IN ACCOUNTING POLICIES

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “lnd AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS from October 1, 2020 with effective transition date as April 1, 2020. The financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (the “Act”).

14. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES

As on 31st March, 2024, the Company does not have any subsidiary, joint venture or associates.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company are disqualified under the provisions of the Companies Act, 2013 (‘Act’) or under the Listing Regulations.

During the financial year 2023-24 the following changes in the Board of Directors were effected:

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Ch. Suresh Mohan Reddy, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends him re-appointment.

Demise of Director

The untimely and sad demise of Shri Bulusu Kameswara Sarma, Independent Director of the Company on 30th June 2024 due to severe illness.

Mr. Bulusu Kameswara Sarma’s sudden and unexpected passing away is an irreparable loss to the Company and all the Directors and Employees of the Company convey their deep sympathy, sorrow and condolences to his family and may his soul rest in peace.

Shri. Bulusu Kameswara Sarma (DIN: 00441074), was appointed as an Independent Director of the Company w.e.f 12th April 2018 and played crucial roles during the Initial Public Offer (IPO) of equity shares through which the Company immensely benefitted.

The Board places on record its sincere appreciation and his support and guidance provided from time to time during his tenure as Director of the Company”.

Appointment of Directors

Based on the recommendations of Nomination and Remuneration Committee (NRC)meeting held on 14.08.2024 Ms. Subbarathnamma Palepu (DIN: 09432984) was appointed as Additional Director (Independent) and Mr. Akarsh Reddy Chedepudi (DIN: 09859356) was appointed as additional Director (Whole Time) by the Board of Directors at its meeting held on 14.08.2024 respectively under the provisions of section 149, 161 (1) and 196 and other applicable provisions, if any, of the Companies Act, 2013 and are entitled to hold office up to the date of ensuing Annual General Meeting of the Company scheduled to be held on 30th September, 2024.

The Company has received consent’s from Ms. Subbarathnamma Palepu and Mr. Akarsh Reddy Chedepudi in writing to act as a Directors in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time along with a declaration that they are

eligible for appointment as an Additional Directors respectively and confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(1)(b) of Listing Regulations. As per the declarations received from Ms. Subbarathnamma Palepu and Mr. Akarsh Reddy Chedepudi, they are not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. In opinion of the Board, they fulfils the conditions specified in the Companies Act, 2013 & Listing Regulations.

Cessation of Directors

During the period Shri. J. Abhinav Kumar Reddy resigned from the Board as a whole Time Director and Key Managerial Person of the Company due to his pre-occupations with effect from 14.08.2024.

The Board placed on record its sincere appreciation and thanks to Shri. J. Abhinav Kumar Reddy for his support and guidance provided from time to time during his tenure as Whole Time Director of the Company.

Change of Chief Financial Officer:

During the period Shri A. Narasimha Rao resigned from the position of CFO & KMP of the Company w.e.f 31st May, 2024.

During the period Ms. Ch. Ahlada, Whole Time Director appointed as CFO & KMP of the Company w.e.f 1st June, 2024.

Key Managerial Personnel

As per the provisions of Section 2(51) and Section 203 of the Companies Act, 2013; the present whole time Key Managerial personnel (KMP) of the Company are as follows:

Mr. Ch. Suresh Mohan Reddy - Managing Director

Ms. Ch. Ahlada - Whole Time Director & CFO

Mr. P. Kodanda Rami Reddy - Company Secretary & Compliance Officer

16. LISTING OF SHARES

The Company’s shares are listed on National Stock Exchange of India Limited (NSE) with ISIN: INE00PV01013 and symbol is: AHLADA.

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarization program prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company’s philosophy, vision, mission, strategies, operations and functions. The details of the familiarization program are available on the Company’s website at www.ahlada.com.

18. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013, confirming that he/she meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

19. AUDITORS Statutory Auditors:

The Shareholders of the Company had appointed M/s. Kishore & Venkat Associates, (FRN:001807), Chartered Accountants, Sanjeeva Reddy Nagar, Hyderabad as Statutory Auditors of the Company for the further period of 5 years commencing from the Financial Year 2021-22 to 2026-27 in its Annual General Meeting held on 30th September, 2021.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2024 forms part of this Report. There are no qualifications, or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 Rule 9 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, have appointed M/s. VCSR & Associates, Practising Company Secretaries (UIN No. P2014AP034200) to undertake the Secretarial Audit of the Company.

The secretarial audit report issued by M/s. VCSR & Associates, Practicing Company Secretaries for the financial year ending 31st March, 2024 is given in the Annexure-II attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 Rule 13 of the companies(Accounts) Rules 2014 and Rules framed there under, the Board of Directors, on recommendation of the Audit Committee have appointed M/s. Vennapusa & Sunkara, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 The companies (Cost records and audit) Rules, 2014 and Rules framed there under, the Board of Directors, on recommendation of the Audit Committee have appointed M/s. N S V Krishna Rao & Co, Cost Accountants, (Membership No.17143), Hyderabad as Cost Auditors of the Company for the Financial Year 2023-24.

The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

There are no qualifications, reservations or adverse remarks made by the Cost auditor and the observation made is self explanatory and requires no further explanation from the Board.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the company, in accordance with Section 148 of the Companies Act, 2013.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ‘Meetings of the Board of Directors’, ‘General Meetings’ and ‘Dividend’ respectively, to the extent as applicable have been duly followed by the Company.

21. EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form No MGT-9 in compliance with the requirement of Section 92(3), Section 134(3) of the Companies Act 2013 is for FY 2023-24 is available on the website of the Company and the same can be accessed through the link: wwww.ahlada.com/investor-relations/.

22. BOARD MEETINGS

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, five (5) board meetings were held. The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

23. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Management Committee

The details of all the above Committees (except for Risk Management Committee) along with their composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Board’s Report.

24. PROCEDURE FOR NOMINATION & APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) is responsible to set the skills/ expertise/ competencies of the Board Members based on the industry and strategy of the Company and to formulate the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company.

During the financial year 2023-24, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sector applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

The objective of the Company’s remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders.

The Non-Executive Directors (NED) are remunerated by way of sitting fee for each meeting attended and are also reimbursed out of pocket expenses incurred by them in connection with the attendance of the Company’s Meetings.

A copy of the Nomination & Remuneration Policy is available on the website of the Company: wwww.ahlada.com/investor-relations/ and the sailent features of the same has been disclosed under Annexure - VI.

25. MECHANISM FOR EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated 5th January, 2017, the Company has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent Directors; and

f. Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

A report on the above evaluation has been prepared and submitted to the Chairman with feedback for continuous improvement. In a separate meeting held on 31st March, 2023, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Director and NonExecutive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees were also discussed.

26. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company’s website wwww.ahlada.com/investor-relations.

27. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEF).

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (“the Rules”), all shares in respect of which dividends has not been paid or claimed for seven consecutive years or more shall be transferred to Investor Education and Protection Fund (IEPF).

The procedure for claiming such unclaimed dividend/ shares from IEPF has been made available on website of the Company wwww.ahlada.com/investor-relations.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

29. SECRETARIAL AUDIT REPORT

The Company has undertaken Secretarial Audit for the financial year 2023-24 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report forms part of this Annual Report.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT

As per regulation 24A of SEBI (Listing Obligations and disclosure Requirements) regulations, 2015, The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars /Guidelines issued there under.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the end of the financial year.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013, and the Companies (Corporate Social Responsibility policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company “www.ahlada.com”. A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2023-24 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as (Annexure-I).

32. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

The Whistle Blower Policy is disclosed on the website of the Company at www.ahlada.com

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

In order to prevent sexual harassment of women at work place an act “The Sexual Harassment of Women at Workplace” (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

34. INTERNAL COMPLAINT COMMITTEE

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint under the said policy.

35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transactions which includes matters covered u/s 178(3) of the Companies Act, 2013. The Policy is also posted in the Investors section of the Company''s website.

The Company had not entered into any Material Related Party Transaction during the year with related parties which is material in nature and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. In line with requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at https://www.ahlada.com.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length. All Related Party Transactions entered during the year were in ordinary course of business and on arm’s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

Suitable disclosure as required by the Indian Accounting Standards (IndAS24) has been made in the notes to the Financial Statements.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration, has any pecuniary relationships or transactions vis-a-vis the Company.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report along with audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-IV of this Report.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as 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.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Management Discussion and Analysis report has been furnished separately in the Annual Report and forms part of the Annual Report under annexure-V of this report.

39. HUMAN RESOURCE MANAGEMENT

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High -Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

40. QUALITY

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

41. INDUSTRIAL RELATIONS

Your directors are happy to report that during the year there were very cordial and extremely good industrial relations at all levels.

42. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-III attached hereto and forms part of this Report.

43. ENVIRONMENT AND SOCIAL OBLIGATION

The Company’s plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

44. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company’s website at www.ahlada.com. All the Board Members and senior management personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for

appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at www.ahlada.com.

45. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. The Company’s Report on Corporate Governance is attached, and forms part of this Report.

46. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.ahlada.com.

47. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

48. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

I. That in preparation of the annual accounts, all the applicable Accounting Standards have been followed

along with proper explanation relating to material departures, if any.

II. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 31,2024 and of the profit of the Company for the financial year ended 31st March, 2024.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. That the Annual Accounts have been prepared on a going concern basis.

V. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

49. COMPANY’S WEBSITE:

The website of your Company www.ahlada.com displays the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of all the Doors and Windows products including the Financial Results of your Company, Shareholding Pattern, Directors’ & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (LODR) Regulations, 2015 has been uploaded.

50. ACKNOWLEDGEMENTS:

The Board of Directors places on record their appreciation to the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Vendors, Customers and other Business Associates.

The Directors also wish to place on record their appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

By Order of the Board For M/s. AHLADA ENGINEERS LIMITED

Sd/- Sd/-

Ch. Suresh Mohan Reddy Ch. Ahlada

Place: Hyderabad M a n ag in g D i re cto r Whole Time Director

Date : 14 August, 2024 (DIN: 00090543) (DIN: 09406784)

---

Mar 31, 2023

Your Directors have pleasure in presenting the 18th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2023. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board’s Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the stand alone financial statements of the company.

Particulars	2022-23	2021-22
Revenue from Operations	15827.57	15,214.38
Other Income	20.57	17.65
Total Income	15848.14	15,232.03
Profit Before Interest and Depreciation	2,549.53	2,688.55
Finance Charges	373.74	451.51
Depreciation	1302.21	1,468.09
Net Profit after Interest and Depreciation But before tax	873.58	768.95
Net Profit Before Tax	873.58	768.95
Provision for Tax	364.17	250.70
Net Profit After Tax	509.41	518.25

NOTE:

i) The financial results of the Company have been prepared in accordance with the Indian Accounting Standards as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015, as amended.

ii) The figures for the previous year have been re-arranged wherever necessary to conform to the current year''s classification.

2. OPERATIONAL REVIEW

Gross revenues increased to Rs.15,848.14 lakhs from Rs.15,232.03 lakhs in the previous year registering an increasing of 4.04%. Profit before Depreciation and Interest has fallen by 5.17% to Rs. 2549.53 lakhs as against Rs. 2688.55 lakhs in the previous year. After providing for depreciation and taxation, the net profit of the Company for the year under review was at Rs. 509.41 lakhs as against Rs. 518.25 lakhs in the previous year recording a fall of 1.71%.

3. OUTLOOK AND AFFAIRS OF THE COMPANY

Business prospects remains positive because of the growing global demand for steel doors, steel windows, green chalk boards, dual desks and purified drinking water systems etc. Your Company is expected to register decent growth in FY-2024.

Your Company is in the business of manufacturing steel doors and windows (steel-frame) and we cater to customers across various segments and industries. We currently have our facilities spread across 2

manufacturing units in addition to one assembling unit and stock yard, with an area admeasuring 27,153 square yards on the outskirts of Hyderabad. Additionally,

The management of the Company is making its sincere efforts to increase the volume of business in their best efficient manner.

4. AMOUNT TRANSFERRED TO RESERVES

The company has transferred an amount of Rs. 518.25 lakhs to the reserves during the Financial Year under the head Profit and Loss Account pertaining to the profits for the period under review.

5. DIVIDEND

The Board has recommended Final Dividend of Rs. 1.40 per share on paid up equity share capital, subject to the approval of the shareholders.

6. CHANGE IN THE NATURE OF BUSINESS, if any

There are no material changes in the nature of business during the year.

7. RESERVES

The Company has a closing balance of Rs 11,274.50/- Lakhs (Eleven Thousand Two Hundred Seventy Four Lakhs and fifty thousand only ) as Reserves and Surplus as on 31.03.2023.

The closing balance of Reserve and Surplus is bifurcated as follows:

S.No	Particulars	Rs in Lakhs.
1.	Balance at the beginning of year	4,634.61
2.	Current Year’s Profit	509.41
3.	Amount of Securities Premium	6,311.37
4.	Dividend & Other Equity	-180.89
	TOTAL	11,274.50

8. 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 THIS REPORT.

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 31,2023 to August 14, 2023.

9. DEPOSITS

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.

10. SHARE CAPITAL

The paid up equity share capital as on March 31,2023 stood at 12,92,10,000/- comprising of 1,29,21,000 equity shares of Rs.10/- each fully paid shares.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees’ Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.

11. MATERIAL CHANGES DURING THE YEAR

There are no material changes during the year 2022-23.

12. CHANGE IN ACCOUNTING POLICIES

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “lnd AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS from October 1,2020 with effective transition date as April 1, 2020. The financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (the “Act”).

13. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES

As on 31st March, 2023, the Company does not have any subsidiary, joint venture or associates.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company are disqualified under the provisions of the Companies Act, 2013 (‘Act’) or under the Listing Regulations.

During the financial year 2022-23 the following changes in the Board of Directors were effected:

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Ms. Ch. Ahlada, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommends her re-appointment.

Appointment of Directors

Based on the recommendations of Nomination and Remuneration Committee (NRC), during the period Mr. Sridhar Pentela (DIN:10182432) was appointed as Additional Director (Independent) of the Company with effect from 30.05.2023 by the Board of Directors at its meeting held on 30.05.2023 respectively under the provisions of section 149, and 161 (1) and other applicable provisions, if any, of the Companies Act, 2013 and are entitled to hold office up to the date of ensuing Extra ordinary General Meeting of the Company scheduled to be held on 30th August, 2023.

The Company has received consent from Mr. Sridhar Pentela in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time along with a declaration that he is eligible for appointment as an Independent Director respectively and confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(1)(b) of Listing Regulations. As per the declarations received from Mr. Sridhar Pentela, he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. In opinion of the Board, he fulfils the conditions specified in the Companies Act, 2013 & Listing Regulations.

Cessation of Directors

During the year, Shri. A. Mohana Krishna Reddy resigned from the Board as an Independent Director of the Company due to his pre-occupations with effect from 03.03.2023.

The Board placed on record its sincere appreciation and thanks to Shri. A. Mohana Krishna Reddy for his support and guidance provided from time to time during his tenure as Independent Director of the Company.

Key Managerial Personnel

As per the provisions of Section 2(51) and Section 203 of the Companies Act, 2013; the present whole time Key Managerial personnel (KMP) of the Company are as follows:

Name	Designation
Mr. Ch. Suresh Mohan Reddy	Managing Director
Mr. J. Abhinav Kumar Reddy	Whole Time Director
Ms. Ch. Ahlada	Whole Time Director
Mr. A. Narasimha Rao	Chief Financial Officer
Mr. P. Kodanda Rami Reddy	Company Secretary & Compliance Officer

15. LISTING OF SHARES

The Company’s shares are listed on National Stock Exchange of India Limited (NSE) with ISIN: INE00PV01013 and symbol is: AHLADA.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarization program prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company’s philosophy, vision, mission, strategies, operations and functions. The details of the familiarization program are available on the Company’s website at www.ahlada.com.

17. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013, confirming that he/she meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

18. AUDITORS Statutory Auditors:

The Shareholders of the Company had appointed Kishore & Venkat Associates, (FRN:001807), Chartered Accountants, Sanjeeva Reddy Nagar, Hyderabad as Statutory Auditors of the Company for the further period of 5 years commencing from the Financial Year 2021-22 to 2026-27 in its Annual General Meeting held on 30th September, 2021.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2023 forms part of this Report. There are no qualifications, or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Rule 9 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 and amended rules framed there under, the Board of Directors, on recommendation of the Audit Committee, have appointed M/s. VCSR & Associates, Practising Company Secretaries (UIN No. P2014AP034200) to undertake the Secretarial Audit of the Company.

The secretarial audit report issued by VCSR & Associates, Practicing Company Secretaries for the financial year ending 31st March, 2023 is given in the Annexure-II attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, Rule 13 of the companies (Accounts) Rules 2014 and amended Rules framed there under, the Board of Directors, on recommendation of the Audit Committee have appointed Vennapusa & Sunkara, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2022-23 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013, The companies (Cost records and audit) Rules, 2014 and amended Rules framed there under, the Board of Directors, on recommendation of the Audit Committee have appointed N S V Krishna Rao & Co Cost Accountants, (Membership No.17143), Hyderabad as Cost Auditors of the Company for the Financial Year 2022-23.

The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

There are no qualifications, reservations or adverse remarks made by the Cost auditor and the observation made is self explanatory and requires no further explanation from the Board.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the company, in accordance with Section 148 of the Companies Act, 2013.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ‘Meetings of the Board of Directors’, ‘General Meetings’ and ‘Dividend’ respectively, to the extent as applicable have been duly followed by the Company.

20. EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form No MGT-9 in compliance with the requirement of Section 92(3), Section 134(3) of the Companies Act 2013 is for FY 2022-23 is available on the website of the Company and the same can be accessed through the link: wwww.ahlada.com/investor-relations/.

21. BOARD MEETINGS

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, four (4) board meetings were held. The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

22. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Management Committee

The details of all the above Committees (except for Risk Management Committee) along with their composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Board’s Report.

23. PROCEDURE FOR NOMINATION & APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) is responsible to set the skills/ expertise/ competencies of the Board Members based on the industry and strategy of the Company and to formulate the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company.

During the financial year 2022-23, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sector applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

The objective of the Company’s remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders.

The Non-Executive Directors (NED) are remunerated by way of sitting fee for each meeting attended and are also reimbursed out of pocket expenses incurred by them in connection with the attendance of the Company’s Meetings.

A copy of the Nomination & Remuneration Policy is available on the website of the Company: wwww.ahlada.com/investor-relations/ and the sailent features of the same has been disclosed under Annexure - VI.

24. MECHANISM FOR EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated 5th January, 2017, the Company has adopted the criteria recommended by the SEBI.

The Directors were given Six Forms for evaluation of the following:

a. Evaluation of the Board;

b. Evaluation of Committees of the Board;

c. Evaluation of Independent Directors;

d. Evaluation of Chairperson;

e. Evaluation of Non-Executive and Non-Independent Directors; and

f. Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

A report on the above evaluation has been prepared and submitted to the Chairman with feedback for continuous improvement. In a separate meeting held on 31st March, 2023, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Director and NonExecutive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees were also discussed.

25. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures and a copy of the same are available on company’s website wwww.ahlada.com/investor-relations.

26. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEF).

As per section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (“the Rules”), all shares in respect of which dividends has not been paid or claimed for seven consecutive years or more shall be transferred to Investor Education and Protection Fund (IEPF).

The procedure for claiming such unclaimed dividend/ shares from IEPF has been made available on website of the Company wwww.ahlada.com/investor-relations.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

28. SECRETARIAL AUDIT REPORT

The Company has undertaken Secretarial Audit for the financial year 2022-23 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report forms part of this Annual Report.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

As per regulation 24A of SEBI ( Listing Obligations and disclosure Requirements) regulations, 2015 the Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars /Guidelines issued there under.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the end of the financial year.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of Companies Act, 2013 and the companies (Corporate Social Responsibility policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the

website of the Company “www.ahlada.com”. A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2022-23 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as (Annexure-I).

31. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

The Whistle Blower Policy is disclosed on the website of the Company at www.ahlada.com

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

In order to prevent sexual harassment of women at work place an act “The Sexual Harassment of Women at Workplace” (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

33. INTERNAL COMPLIANT COMMITTEE

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint under the said policy.

34. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transactions which includes matters covered u/s 178(3) of the Companies Act, 2013. The Policy is also posted in the Investors section of the Company''s website.

The Company had not entered into any Material Related Party Transaction during the year with related parties which is material in nature and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. In line with requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at https://www.ahlada.com.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length. All Related Party Transactions entered during the year were in ordinary course of business and on arm’s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

Suitable disclosure as required by the Indian Accounting Standards (IndAS24) has been made in the notes to the Financial Statements.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration, has any pecuniary relationships or transactions vis-a-vis the Company.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report along with audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

36. PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-IV of this Report.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as 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.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Management Discussion and Analysis report has been furnished separately in the Annual Report and forms part of the Annual Report under annexure-V of this report.

38. HUMAN RESOURCE MANAGEMENT

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High -Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

39. QUALITY

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

40. INDUSTRIAL RELATIONS

Your directors are happy to report that during the year there were very cordial and extremely good industrial relations at all levels.

41. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-III attached hereto and forms part of this Report.

42. ENVIRONMENT AND SOCIAL OBLIGATION

The Company’s plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

43. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company’s website at www.ahlada.com. All the Board Members and senior management personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at www.ahlada.com.

44. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. The Company’s Report on Corporate Governance is attached, and forms part of this Report.

45. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.ahlada.com.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-2023.

47. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

I. That in preparation of the annual accounts, all the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 31,2023 and of the profit of the Company for the financial year ended 31st March, 2023.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. That the Annual Accounts have been prepared on a going concern basis.

V. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

48. COMPANY’S WEBSITE:

The website of your Company www.ahlada.com displays the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of all the Doors and Windows products including the Financial Results of your Company, Shareholding Pattern, Directors’ & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (LODR) Regulations, 2015 has been uploaded.

49. ACKNOWLEDGEMENTS:

The Board of Directors places on record their appreciation to the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Vendors, Customers and other Business Associates.

The Directors also wish to place on record their appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

By Order of the Board For AHLADA ENGINEERS LIMITED

Sd/- Sd/-

Ch. Suresh Mohan Reddy Ch. Ahlada

Place: Hyderabad M a n ag in g D i re cto r Whole Time Director

Date: 14 August, 2023 (DIN: 00090543) (DIN: 09406784)