Directors Report of Alfa Transformers Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS:

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

	(? in Lakhs)
Particulars	FY 2024-25	FY 2023-24
Revenue from operations	5021.12	5097.31
Other Income	57.29	55.58
Total Revenue	5078.41	5152.89
Total Expenses	4883.77	4988.55
Profit/ (Loss) before Tax	194.65	164.34
Current Tax	...	—
Deferred TaxAssets/(Liabilities) [Net)	(93.77)	598.98
Profit / (Loss) after Tax	100.88	763.32
Earnings per Share (Basic & Diluted)	1.11	8.22

STATE OF COMPANY AFFAIRS & REVIEW OF BUSINESS OPERATIONS:

During the year under review,

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

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

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

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

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

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

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

BUSINESS OUTLOOK:

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

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE
COMPANIES:

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

CHANGE IN THE NATURE OF BUSINESS:

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

TRANSFER TO RESERVES:

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

DIVIDEND:

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

SHARE CAPITAL:

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR 31.03.2025 OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE 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, 2025 to July
01,2025.

DEPOSITS:

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

LISTING INFORMATION:

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

DIRECTORS:

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP):

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

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

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

3. Mr. Bikash Kumar Dutt- Chief Financial Officer

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

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

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

MEETINGS OFTHE BOARD OF DIRECTORS:

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

BOARD EVALUATION:

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

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

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

iii) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of company and for preventing and detecting fraud and other irregularities.

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

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

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

INDEPENDENT DIRECTORS:

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

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

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

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

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

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

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

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

COMMITTEES OFTHE BOARD:

TheCompany''s Board hasthefollowing Committees:

A.AUDIT COMMITTEE

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

SI. No.	Name & DIN	Designation (Chairman/Member)	Category
1	Mr. Prem Sagar Mishra (10931842)	Chairman & Member	Non-Executive Independent Director
2	Mr. Rashmi Ranjan Satapathy (06371240)	Member	Non-Executive Independent Director
3	Mr. Debasis Das (00402790)	Member	Whole-Time Director

There are changes in the Composition of the Audit Committee during the Financial Year 2024¬
25 and theAudit committee has reconstituted on February 03,2025.

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

B. NOMINATION AND REMUNERATION COMMITTEE:

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

SI. No.	Name & DIN	Designation (Chairman/Member)	Category
1	Mr. Rashmi Ranjan Satapathy (06371240)	Chairman & Member	Non-Executive Independent Director
2	Mr. Prem Sagar Mishra (10931842)	Member	Non-Executive Independent Director
3	Mrs. Sujita Patnaik (00488014)	Member	Non-Executive Director

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

C. SHARE TRANSFERANDINVESTORGRIEVANCECOMMITTEE:

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

SI. No.	Name & DIN	Designation (Chairman/Member)	Category
1	Mrs. Sujita Patnaik (00488014)	Chairman & Member	Non-Executive Director
2	Mr. Rashmi Ranjan Satapathy (06371240)	Member	Non-Executive Independent Director
3	Mr. Prem Sagar Mishra (10931842)	Member	Non-Executive Independent Director

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

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

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2024¬
25 were on arm''s length basis and in the ordinary course of business. There were no materials
significant Related Party Transactions entered into by the Company which may have a
potential conflict with the interest of the Company. Accordingly, as per provisions of Sections
134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

A. CONSERVATION OF ENERGY:

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

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

B. TECHNOLOGY ABSORPTION:

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

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

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

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings: Nil
Foreign exchange outgo: Nil

RISK MANAGEMENT:

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

• Identity • Take action

• Assess & Evaluate • Review & report

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

ANTI SEXUAL HARASSMENT POLICY:

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

VIGIL MECHANISM:

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

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

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

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

B. The percentage increase in the median remuneration of employees in the financial
year 2024-25:

Particulars	2024-25	2023-24	Percentage Increase/decrease in median remuneration in 2024-25
Median Remuneration of employees other than whole time directors	171624	227664	-

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

D. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial
remuneration:

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

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

retention of skilled staff and compliance of Minimum wages Act.

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

E. Affirmation that the remuneration is as per the remuneration policy of the
Company:

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

F. Statement containing the particulars of employees in accordance with Rule 5 (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 for financial year ended March 31,2024:

1) Names of top 10 Employees Employed throughout the Financial Year 2024-25 and who were paid remuneration of not less than? 1.02 Crores per annum:
Name of Employee	—1 z
Designation
Remuneration Received
Nature of employment, whether contractual or otherwise
Qualifications and experience of the employee
Date of commencement of employment;
The age of such employee
The last employment held by such employee before joining the company
The percentage of equity shares held by the employee in the company
Whether any such employee is a relative of any director or manager of the company

2) Names of top 10 Employees Employed for a part of the financial year 2024-25 and who were paid monthly remuneration of not less than ?80.5 lakh per annum:
Name of Employee	—1 z
Designation
Remuneration Received
Nature of employment, whether contractual or otherwise
Qualifications and experience of the employee
Date of commencement of employment;
The age of such employee
The last employment held by such employee before joining the company
The percentage of equity shares held by the employee in the company
Whether any such employee is a relative of any director or manager of the company

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

REMUNERATION POLICY:

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

SHARES IN SUSPENSE ACCOUNT:

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

SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

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

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

COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF") SUSPENSE ACCOUNT:

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

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

CODE OF CONDUCT:

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

POLICIES OF THE COMPANY:

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

The key Policies that have been adopted by the Company are as follows:

1. Policy on Familiarization Programmesfor Independent Directors

2. Nomination and Remuneration Policy

3. Whistle Blower Policy/Vigil Mechanism

4. Policy on Prevention of Sexual Harassment at Workplace

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

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

7. Policy on Criteria for determining Materiality of Events

8. Archival Policy

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

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

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

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

SECRETARIAL AUDITORS:

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

COST AUDIT:

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

BOARD''S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY
THE STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MANAGEMENT DISCUSSION & ANALYSIS:

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

CORPORATE GOVERNANCE:

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

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

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

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

ANNUAL RETURN:

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

DETAILS OF FRAUDS REPORTABLE U/S 143(12):

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATION IN FUTURE:

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURINGTHEYEAR:

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

HUMAN RESOURCES:

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

GENERAL DISCLOSURES:

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

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

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

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

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

5. BuyBackofShares

APPRECIATION & ACKNOWLEDGEMENT:

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

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

Place: Bhubaneswar DillipKumarDas DebasisDas

Date: 01stJuly2024 ManagingDirector Whole-TimeDirector

DIN:00402931 DIN:00402790

---

Mar 31, 2024

Your Directors have a great pleasure in presenting the 42nd Annual Report on the business & operations together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The financial performance for the financial year (FY) 2023-24 is summarized in the following table:

Particulars	2023-24 (? in lakhs)	2022-23 (? in lakhs )
Revenue from Operation	5097.31	2905.27
Total Expenditure (Before Depreciation & Financial Cost)	4737.32	2649.01
Operation Profit	359.99	256.26
Add: Other Income	55.58	38.98
Profit before financial cost, Depreciation, Exceptional Item and Tax	415.57	295.24
Less:Financial Cost	144.12	119.4
Profit before Depreciation, Exceptional Item and Tax	271.45	175.84
Less: Depreciation&amortization Exp.	107.11	102.66
Profit before Exceptional Item and Tax	164.34	73.18
Add:Exceptional Items	0	0
Profit Before Tax.(PBT)	164.34	73.18
Less:Tax Expense [ Deferred Tax Assets / (Liabilties) (Net) ]	598.98	28.26
Profit / (Loss) After Tax	763.32	101.44
Earnings per Share (Basic & Diluted)	8.22	1.08

STATE OF COMPANY AFFAIRS & REVIEW OF BUSINESS OPERATIONS:

During the year under review,

a) The Company’s total revenue has increased from ? 2944.25 Lakhs to ? 5152.89 Lakhs i.e. 75.01% and Company''s profit before tax has been also increased from ? 73.18 Lakhs to ? 164.34 Lakhs i.e.124.57%.

b) After charging all expenses and taxes, the Company net Profit increased from ? 101.44 Lakhs to ? 763.32 Lakhs i.e. 652.48%.

c) The earnings per share (EPS) are ? 8.22 as compared to ? 1.08 as reported in the previous year.

The company is continuously taking steps to reduce operating costs and to bring in higher efficiencies. The Company anticipates strong demand for distribution and power transformers, as well as other power-related equipment. This optimism is driven by substantial planned investments from both the government (at central and state levels) and the private sector in the coming years. These investments underscore a commitment to enhancing infrastructure and capacity, positioning our Company to capitalize on the expanding market opportunities.

BUSINESS OUTLOOK:

Our company is robust and promising, driven by the global surge in demand for efficient energy infrastructure and renewable energy projects. As industries and urban areas expand, the need for reliable electrical transmission and distribution systems becomes critical, positioning transformer manufacturers at the heart of this growth. Additionally, government initiatives aimed at modernizing aging electrical grids and increasing energy efficiency are expected to bolster market growth. By leveraging innovation, maintaining high-quality standards, and expanding into emerging markets, our Company can anticipate sustained growth and a strong competitive position in the evolving energy landscape.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE COMPANIES:

During the year under review, the company did not have any Subsidiaries, Associates, or Joint Venture Companies as of March 31, 2024. Consequently, Form AOC-1, which contains the salient features of Subsidiaries, Associate, and Joint Venture Companies, is not required to be annexed to the Annual Report.

CHANGE IN THE NATURE OF BUSINESS:

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

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

DIVIDEND:

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

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 12,00,00,000/- comprising of 1,20,00,000 equity shares of Rs. 10/- each. Further the Paid-up share Capital of the Company stood at Rs. 9,15,06,450/- consisting of 9150645 of equity shares of Rs. 10/- each. During the year under review, the company did not have issued any fresh securities. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2024 OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE 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 July 01, 2024.

DEPOSITS:

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

LISTING INFORMATION:

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

DIRECTORS:

¦ In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, Mrs. Sujita Patnaik (DIN:00488014), Director of the Company is liable to retire by rotation at the forthcoming 42nd Annual General Meeting (AGM) being eligible, has offered herself for reappointment.

¦ Mr. Deepak Kumar Das (Whole-Time Director) (DIN: 00402984) has resigned from the post of Director of the company citing his personal reasons and had communicated his resignation letter to the Management of the company. The Board of Directors of the Company have passed the resolution in 251st Board Meeting held on August 06th June, 2023 accepting his resignation.

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

KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, as on March 31, 2024: -

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

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

3. Mr. Ranjit Kumar Biswal- Chief Financial Officer

4. Mr. Rajesh Kumar Sundarray, Company Secretary & Compliance Officer (w.e.f. 15.01.2024)

¦ During the year under review Mr. Sambit Kar resigned from the post of Company Secretary & Compliance Officer citing his personal reasons and had communicated his resignation letter to the management and the Board took note of his resignation with effect from 01.11.2023.

¦ Mrs. Sonam Khandelwal was appointed as the Company Secretary & Compliance officer with effect from 05.12.2023 and she has also tendered her resignation during the year under review and the Board has also taken note of the same with effect from 09.12.2023.

¦ Pursuant to the provisions of Section 203 of the Companies Act, 2013 and other applicable rules, and on the recommendation of Nomination and Remuneration Committee, Mr. Rajesh Kumar Sundarray has appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors in their meeting held on 15.01.2024.

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

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

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 8 (Eight) times during Financial Year 2023-24 on 10/05/2023, 06/06/2023, 16/06/2023, 25/07/2023, 10/11/2023, 20/11/2023, 15/01/2024 and 13/02/2024. The details of Board Meetings and the attendance of the Directors, are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013.

BOARD EVALUATION:

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

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of company and for preventing and detecting fraud and other irregularities.

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

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

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

INDEPENDENT DIRECTORS:

The Company had following three Independent Directors as on March 31, 2024:

1. Mr. Balmukunda Das (DIN: 09128997)

2. Mr. Sandip Kumar Mohanty (DIN: 01787995)

3. Mr. Suryakanta Das (DIN: 09421874)

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

Your Company has received declarations from all the above-named Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16(1 )(b) of the Listing Regulations

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.

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

The criteria for determining qualifications, positive attributes and independence of Directors and the policy on familiarization programmes are available on the Company''s website, viz., www.alfa.in at the web link https://www.alfa.in/policies.htm. The Independent Directors met once during the financial year 2023-24, i.e., on March 31, 2024 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting. COMMITTEES OF THE BOARD:

The Company''s Board has the following Committees:

A. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, your Company has constituted/reconstituted its Audit Committee from time to time As on March 31 2024 the Composition of Audit Committee was as follow:

Sl. No	Name & DIN	Designation (Chairman/Member)	Category
1	Mr. Balmukunda Das (09128997)	Chairman & Member	Non-Executive Independent Director
2	Mr. Suryakanta Das (09421874)	Member	Non-Executive Independent Director
3	Mr. Sandip Kumar Mohanty (01787995)	Member	Non-Executive Independent Director
4	Mrs. Sujita Patnaik (00488014)	Member	Non-Executive Director

There are no changes in the Composition of the Audit Committee during the Financial Year 2023-24.

Audit Committee Meetings were held Four (4) times on 10/05/2023, 25/07/2023, 10/11/2023, and 13/02/2024 during financial year 2023-24. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

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

Sl. No	Name & DIN	Designation (Chairman/Member)	Category
1	Mr. Balmukunda Das (09128997)	Chairman & Member	Non-Executive Independent Director
2	Mr. Suryakanta Das (09421874)	Member	Non-Executive Independent Director
3	Mr. Sandip Kumar Mohanty (01787995)	Member	Non-Executive Independent Director
4	Mrs. Sujita Patnaik (00488014)	Member	Non-Executive Director

There are no changes in the Composition of the Nomination and Remuneration Committee during the Financial Year 2023-24. Nomination and Remuneration Committee Meeting held Two (2) Times on 10/11/2023 and 15/01/2024 during the Financial Year.

C. SHARE TRANSFER AND INVESTOR GRIEVANCE COMMITTEE :

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

Sl. No	Name & DIN		Designation (Chairman/Member)	Category
1	Mr.	Balmukunda Das (09128997)	Member	Non-Executive Independent Director
2	Mr.	Suryakanta Das (09421874)	Chairman & Member	Non-Executive Independent Director
3	Mrs	. Sujita Patnaik (00488014)	Member	Non-Executive Director

Share Transfer and Investor Grievance Committee Meeting held Two (2) Times on 20/03/2024 and 31/03/2024 during the Financial Year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2023-24 were on arm''s length basis and in the ordinary course of business. There were no materials significant Related Party Transactions entered into by the Company which may have a potential conflict with the interest of the Company. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY :

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. CONSERVATION OF ENERGY :

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

The Company is in the process of taking steps for utilising alternate sources of energy.

Company has not made any capital investment on energy conservation equipments.

B. TECHNOLOGY ABSORPTION:

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

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

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

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil RISK MANAGEMENT:

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

¦ Identity

¦ Assess & Evaluate

¦ Take action

¦ Review & report

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

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

VIGIL MECHANISM:

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

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

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During FY 2023-24, no incidents have been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company at https://www.alfa.in.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2023-24 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under:

Sl. No.	Name	Designation	Remuneration (Amount in ?) Per Annum	Ratio of remuneration of Directors to Median Remuneration of Employees	The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary
1.	Mr. Dillip Kumar Das	Managing Director	1572756.00	8.55	—
2.	Mr. Debasis Das	Whole-Time Director	879992.00	4.79	—
3.	Mr. Ranjit Kumar Biswal	CFO	990000.00	5.38	—
4.	Mr. Rajesh Kumar Sundarray			#	#

Notes:

• Number of permanent employees on the rolls of Company: (as on 31.03.2024): 78 Employees

• Remuneration Figures include Basic pay allowances conveyance perquisites of directors.

• Median basic remuneration of employees other than directors for the financial year 2023-24 is ? 227664.00

• Non-Executive, Independent Directors were not paid any remuneration during the financial year 2023-24. They were paid Sitting fees, whose details have been given in the Corporate Governance report attached with this Annual Report.

• # Since a new Company Secretary was appointed in between the previous financial year therefore the percentage increase in remuneration cannot be derived in Financial Year 2023-24.

B. The percentage increase in the median remuneration of employees in the financial year 2023-24 :

Particulars	2023-24	2022-23	Percentage Increase/decrease in median
			remuneration in 2023-24
Median Remuneration of employees
other than whole time directors	227664	201792	12.82%

C. The number of permanent employees on the rolls of Company: Total permanent employees as on 31.03.2024 were 78 excluding Directors.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year under review, there is increase of 12.82% in the median remuneration of Employees.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

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

E. Affirmation that the remuneration is as per the remuneration policy of the Company:

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

F. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for financial year ended March 31,2024:

1) Names of top 10 Employees Employed throughout the Financial Year 2023-24 and who were paid remuneration of not less than ? 1.02 Crores per annum:
Name of Employee	Designation	Remuneration Received	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee	Date of commencement of employment;	The age of such employee	The last employment held by such employee before joining the company	The percentage of equity shares held by the employee in the company	Whether any such employee is a relative of any director or manager of the company
NIL

2) Names of top 10 Employees Employed for a part of the financial year remuneration of not less than ? 80.5 lakh per annum:							2023-24 and who were paid monthly
Name of Employee	Designation	Remuneration Received	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee	Date of commencement of employment;	The age of such employee		The last employment held by such employee before joining the company	The percentage of equity shares held by the employee in the company	Whether any such employee is a relative of any director or manager of the company
NIL

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

REMUNERATION POLICY:

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

SHARES IN SUSPENSE ACCOUNT:

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

SHARES IN UNCLAIMED SUSPENSE ACCOUNT :

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

During the year under review, there was no unpaid / unclaimed dividend to be transferred to IEPF Account. COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”) SUSPENSE ACCOUNT:

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

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

CODE OF CONDUCT:

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company http://www.alfa.in. All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2024. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

POLICIES OF THE COMPANY :

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

The key Policies that have been adopted by the Company are as follows:

1. Policy on Familiarization Programmes for Independent Directors

2. Nomination and Remuneration Policy

3. Whistle Blower Policy / Vigil Mechanism

4. Policy on Prevention of Sexual Harassment at Workplace

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

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

7. Policy on Criteria for determining Materiality of Events

8. Archival Policy

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

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

In terms of the provisions of Section 139 of the Companies Act, 2013, the members of the Company at its 41st Annual General Meeting (AGM) held on July 19th, 2023 had appointed M/s. PAMS & Associates, Chartered Accountants, (FR No. 316079E), as the Statutory Auditors of the Company for a period of one year starting from the conclusion of 41st AGM till the Conclusion of 42nd AGM and confirmed that they are not disqualified from continuing as Auditors of the Company. There are no qualifications or adverse remarks in the Auditors Report given by M/s. PAMS & Associates, Chartered Accountants, which required any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors'' Report for the financial year ended, March 31, 2024 is annexed to this annual report.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on May 10, 2023, appointed M/s. Saroj Ray & Associates, Company Secretaries, Bhubaneswar to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. M/s. Saroj Ray & Associates, Secretarial Auditors has issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31, 2024, and is annexed herewith as ‘Annexure A'' to this Board''s Report.

There are some observations in the Secretarial Auditor''s Report given by M/s. Saroj Ray & Associates, Secretarial Auditor, Bhubaneswar, and the clarification/explanation has given on Board''s comment on the qualification or reservations section in this report. The Following are the observations provided by the secretarial Auditors:

• The Company has altered its Memorandum of Association and Articles of Association through a Special Resolution passed in their Annual General Meeting held on 19th July 2023. However, the Company has not filed necessary e-Form MGT-14 and SH-7 with the Registrar of Companies in compliance with the provisions of Section 117, 64, 13 and 14 of the Companies Act, 2013.

• In pursuant to provisions of Section 197 read with read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall disclose in the Board''s report, the ratio of the remuneration of each director to the median employee''s remuneration and such other details as may be prescribed. However, the Company hasn''t complied with the same.

• ln pursuance to Regulation 4(1) of SEBI(PIT) Regulations, 2015 read with Regulation 4 of Schedule B of SEBI(PIT) Regulations, 2015 no insider shall trade in securities that are listed or proposed to be listed on stock exchange when in possession of unpublished price sensitive information and Designated persons and their immediate relatives shall not trade in securities when the trading window is closed. However, Oricon Industries Private Limited one of the promoters of the company and Mr. Dillip Kumar Das Promoter and Managing Director of the company have sold 10,000 and 20,300 Equity Shares respectively during the trading window closure period. However, the company has intimated the same to the stock exchange in compliance to the Regulation 7(2) of the said Regulation.

COST AUDIT :

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are maintained. However, Cost Audit was not applicable to the Company during the year under review. BOARD''S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY THE STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

The Board of Directors has taken note of the observations made by the Secretarial Auditors in their report. The Board of Directors has given such instructions and advice to rectify the observations. In addition, the Board ensures that it will review periodically the steps to be taken to rectify the observations given by the auditors. Also, the Board confirms that the non-compliance was not intentional, and the Board will take extra care to adhere the specific requirements.

Moreover, the Board of Directors states that the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MANAGEMENT DISCUSSION & ANALYSIS:

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

CORPORATE GOVERNANCE:

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

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

(ii) Management Discussion and Analysis Report;

(iii) Report on Corporate Governance and;

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

ANNUALRETURN:

Pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the Financial Year March 31, 2024 will be uploaded on the website of your Company and can be accessed at www.alfa.in.

DETAILS OF FRAUDS REPORTABLE U/S 143(12):

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

HUMAN RESOURCES:

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

GENERAL DISCLOSURES:

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

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

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

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

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

5. Buy Back of Shares APPRECIATION &ACKNOWLEDGEMENT:

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

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Sd/-

PLACE : BHUBANESWAR DILLIP KUMAR DAS DEBASIS DAS

DATE : 24th July, 2024 MANAGING DIRECTOR WHOLE-TIME DIRECTOR

DIN:00402931 DIN:00402790

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty-third Annual Report on the business and operations together with the Audited Accounts for the financial year ending 31st March'2015. The performance of the Company for the year ended on 31st March 2015 is summarized below:

FINANCIAL HIGHLIGHTS:

The summarized financial results of our operations for the Financial Year ending 31st March'2015 is detailed hereunder.

(Rs.in lakhs)

Sl. Particulars 2014-15 2013-14 No

1 Net Sales/Income from operations 2645.57 2624.25

2 Other Income 16.47 52.72

3 Total Income (1 2) 2662.04 2676.97

4 Profit/(Loss) before Interest, Depreciation and Tax 217.28 64.89

5 Less : Interest and Finance Charges 164.17 196.56

6 Less : Depreciation 152.81 84.34

7 Profit/ (Loss) before Exceptional Items (4-5-6) (99.70) (216.01)

8 Add : Exceptional Items - 201.92

9 Profit/(Loss) before Tax (7 8) (99.70) (14.09)

10 Less : Income Tax - -

11 Net Profit/ (Loss) after Tax (9-10) (99.70) (14.09)

12 Add : Balance Carried forwards from Statement of Profit and Loss A/C (486.39) (472.30)

13 Balance Carried to Balance Sheer (11 12) (586.09) (486.39)

14 Earning per Share (Basic & Diluted) (1.86) (0.26)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

* The total sales of the Company has increased by approximately Rs. 21.32 lakhs as compared to the Previous year and incurred loss of Rs. 99.70 lakhs (Previous Year Rs. 14.09 Lakhs) during the year,

* Bad Debt of Rs. 80.75 lakhs was written off during the Year against outstanding receivable from Electricity Utility Companies of different States which could not be collected in spite of best efforts . Pursuant to notification of Schedule II to the Companies Act 2013 with effect from 1st April 2014, the Company has charged depreciation based on the useful lives as prescribed under the Schedule. The depreciation charge for Year ended 31st March, 2015 is higher by Rs. 58.86 lakhs as compared to the Previous.

* During the Financial Year 2014-15 Company has paid back Term Loan with Axis Bank Limited.

* Our Vadodara Unit after passing through bad phases since last 3 years and during the current financial year 2014-15 posted a turnaround with a total sales turnover of Rs. 8.82 Crores as compared to the Previous year 2013-14 turnover of Rs. 0.90 Crores. Unit has also supplied 2496 Nos Transformers during the year 2014- 15.

FUTURE PROSPECTS:

During the Financial year 2015-16, Our Company expecting to achieving Sales Turnover of Rs. 35.00 Cores and already bagged orders worth of Rs. 20.00 crores in its Vadodara Unit. We are expecting profit for the Company during the financial year.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited is the only wholly owned Subsidiary Company of your Company. The business operations in the subsidiary Company has not started. Audited Statements of accounts of the Company's Subsidiary:

The audited statements of accounts, along with the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2015 are annexed.

DEPOSITS :

The Company has not accepted any public deposits so far.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31st March, 2015, no amount has been transferred to General Reserve. DIRECTORS :

a. Pursuant to provisions of section 196, 197 and 203 read with schedule V and all other applicable provisions of Companies Act 2013 and the companies (appointment and remuneration) Rules 2014, Mr. Dillip Kumar Das (Chairman cum Managing Director) and Mr. Debasis Das (Whole Time Director) retire from 6th August 2015 and 31st March 2015 respectively at the ensuing Annual General meeting and, being eligible, offered themselves for reappointment.

Your Directors recommend their reappointment.

b. Declaration By Independent Directors And Re- Appointments, If Any,

The Independent Directors pursuant to Sec 149 and 152 of Companies Act 2013 and rules made thereon are reappointed for a period of three years and their declaration of Independency is submitted and taken on record on the Board Meeting held on 29th May 2015.

c. The ratio of the remuneration of each director to the median remuneration of employees of the company for the financial year 2014-15 is herein attached as Annexure - A

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT 9 is annexed herewith in Annexure - B.

STATUTORY AUDITORS :

M/s A. K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013. Your Directors request your approval to appoint them to hold office as directors from this AGM to the next ensuing AGM.

AUDITORS REPORT & AUDITORS' OBSERVATION :

There is no audit qualification in the Company's financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors' Report enclosed are self-explanatory and do not call for any further comments.

COST AUDITOR :

M/s S.S. Sonthalia & Co is appointed as the cost auditor of the company for the financial year 2015-16. Mr. S. S. Sonthalia has submitted his consent letter along with the eligibility certificate under section 141 (3)(g) of companies Act 2013, for the year 2015-16.

SECRETARIAL AUDITOR:

Your company has appointed M/S Saroj Ray & Associates Company Secretaries, Bhubaneswar (under Section 204 of Companies Act 2013) to conduct secretarial audit for the financial year 2015-16. Mr. Saroj Kumar Ray has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013.

Herein attached the secretarial audit report of the secretarial auditor in Annexure - C.

INTERNAL AUDITOR:

Your Company has appointed M/S Goutam Lenka & Co. as the Internal Auditor for the financial year 2015-16.

ACHEIVEMENTS:

Star Export House:

The Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure "D".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 134(3) (m) of the Companies Act, 2013.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2014- 15 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company has submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange for delisting of shares. Permission is still awaited.

CORPORATE GOVERNANCE :

Corporate Governance is the system by which Companies are directed and controlled. It also includes Board's accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target.

Corporate governance at Alfa Transformers Limited (ATL)'s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity.

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure E" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

The company was accredited ISO 9001-2008 for quality management system with respect to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers" from 1997 with continuity. The present registration is accredited by TUV SUD South Asia Private Limited on 27/06/2014 which is valid upto 25/05/2016.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure 'F' forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards ,had been followed along with proper explanation relating to material departures;

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

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis; and

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

Explanation : For purpose of this clause, the term "internal financial controls" means policies and procedures adopted by company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, timely preparation of reliable financial information ;

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were inadequate and operating effectively.

ACKNOWLEDGEMENTS :

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders' clients, Bank, Central & State government, the company's valued investors and all other business partner for their continued co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE : BHUBANESWAR DILLIP KUMAR DAS DATE : 29th May, 2015 CHAIRMAN

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Mar 31, 2014

Dear Members,

We are pleased to present the Thirty-two Annual Report, Audited Accounts and Auditors report of your Company for the financial year ending 31st March''2014.

FINANCIAL RESULTS:

The summarized financial results of our operations for the Financial Year ending 31st March''2014 is detailed hereunder.

(Rs.in lakhs)

Particulars 2013-14 2012-13

1. Net Sales/Income from operations 2624.25 2147.88

2. Other Income 52.72 14.72

3. Total Income (1 2) 2676.97 2162.60

4. Profit /(Loss) before Interest & Depreciation& Tax 64.89 (20.46)

5. Less : Interest & Finance charges 196.56 243.14

6. Less : Depreciation 84.34 91.50

7. Profit / (Loss) before Exceptional Items (4-5-6) (216.01) (355.10)

8. Add : Exceptional items 201.92 —

9. Profit /(Loss) Before Tax (7 8) (14.09) (355.10)

10. Less : Income Tax-Earlier Years — (0.95)

11. Net Profit /(Loss) after Tax (9–10) (14.09) (356.05)

12. Add : Balance carried forward from Profit and Loss A/c. (472.30) (116.25)

13. Balance Carried to Balance Sheet (11 12) (486.39) (472.30)

14.Earning Per Share (Basic & Diluted) (0.26) (6.64)

Note: Previous year''s figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

- The total income of the company has increased by approximately 23.78% and the loss was reduced to Rs. 14.09 lakhs during the year against the previous year loss of Rs. 356.05 Lakhs.

- Bad Debt of Rs.215 lakhs was written off during the year against old outstanding receivable from Govt. Electricity Utility Companies, Maytas Infra (Now IL&FS Infra) & ECCO, Libya, which could not be collected in spite of best efforts.

- In addition, the company has also received Rs.232.33 Lakhs during the year out of sale of unutilized, non industrial Land

- Working capital & term Loan were substantially reduced during the year as detail below :

( Rs.in Lakhs )

F.Y 2012-13 F.Y. 2013-14 Changes

a. Working capital Loan From SBI 791.98 576.90 – 215.08

From AXIS BANK 243.05 137.35 – 105.70

b. Term Loan

From SBI - I 22.50 Nil – 22.50

From SBI WTCL 79.00 Nil – 79.00

From AXIS BANK 67.02 34.52 – 32.50

c. Interest & Financial Charges 243.14 196.56 – 46.58

- This has resulted in reduction of financial charges from 243.14 lakhs to 196.56 lakhs.

FUTURE PROSPECTS:

Sales are expected to grow to Rs.31.00 Cores from Rs.26.25 cores. We are expecting to get order worth Rs.8.00 cores at Boroda Units

The company is trying to review export markets in Nepal & Bangladesh.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited is the only wholly owned Subsidiary Company of your Company. The business operations in the subsidiary Company has not started Land at Nasik is sold for Rs. 36.70 Lakhs.

Audited Statements of accounts of the Company''s Subsidiary:

The audited statements of accounts, along with the report of the Board of Directors relating to the Company''s Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors'' Report thereon for the year ended 31sr March, 2014 are annexed.

Star Export House:

Your Company continues to enjoy "Star Export House" status from the Government of India . During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS:

The Company has not accepted any public deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr. Niranjan Mohanty(DIN:00916858, and Mr. S.K. Nanda(DIN:00463749) retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment. Your Directors recommend their reappointment.

Mr. Supratim Basu Non-executive & Non Independent Director resigned w.e.f. 23rd July 2013 and Mr. Santosh Kumar Patnaik whole-Time Director retired on 21st February 2014. We all appreciate and convey our gratitude for the contribution made by Mr. Basu & Mr.Patnaik for their dedicated and sincere efforts for the company.

COST AUDITOR:

The company has appointed M/s S. S. Sonthalia & Co. Cost Accountants, Bhubaneswar to audit the cost accounts for the financial year 2014-15. Mr. Sonthalia has submitted his consent letter along with the eligibility certificate under section 141(3)(g) of companies Act 2013, for the year 2014-15

SECRETARIAL AUDITOR:

The company has appointed M/S Saroj Ray & Associates Company Secretaries, Bhubaneswar (under Section 204 of Companies Act 2013) for the financial year 2014-15. Mr. Saroj Kumar Ray has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013, for the year 2014-15

AUDITORS REPORT &AUDITORS'' OBSERVATION:

There is no audit qualification in the Company''s financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors'' Report enclosed are self-explanatory and do not call for any further comments.

AUDITORS:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2014 the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors has not recommended any Dividend during this financial year.

TRANSFER TO GENERAL RESERVE:

During the financial year ending on 31st March, 2014, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A". PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT: Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company''s shares are listed on the ''The Bombay Stock Exchange Limited''. The Annual listing fees to the ''The Bombay Stock Exchange Limited'' for the year 2014- 15 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company has submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange for delisting of shares since 1st July 2003 ,Permission is still awaited.

CORPORATE GOVERNANCE:

"Corporate Governance is the system by which Companies are directed and controlled. It also includes Board''s accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. Corporate governance at Alfa Transformers Limited (ATL)''s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity. The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

The ISO 9001-2008 for quality management system with respect to "Design, Manufacture, Repair and sales of Power Transformers & Distribution Transformers" and "Manufacturing of CRGO Core Laminations , CRGO Wound Core and Amorphous Core " was accredited by TUV SUD South Asia Private Limited.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT''S DISCUSION AND ANALYSIS:

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ''C'' forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders'' clients, Bank, Central & State government, the company''s valued investors and all other business partner for their continued co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

PLACE : BHUBANESWAR DILLIP KUMAR DAS

DATE : 27th May,2014 CHAIRMAN

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Mar 31, 2013

Dear Members,

The are pleased to present the Thirty-first Annual Report, Audited Accounts and Auditors report of your Company for the st financial year ending 31 March''2013.

FINANCIAL RESULTS:

The summarized financial results of our operations for the Financial Year ending 31 March''2013 is detailed hereunder. (Rs.in lakhs)

Particulars 2012-13 2011-12

Net Sales/Income from operations (a b c) 2147.88 1876.99

(a) Export Sales 397.88 16.35

(b) Domestic Sales 1621.24 1850.08

(c) Income from operations 128.76 10.56

(d) Other Income 14.72 31.04

Total Income (a b c d) 2162.60 1908.03

Less: Total Expenditure 2183.06 1757.11

Profit before interest & Depreciation (20.46) 150.92

Interest & Finance charges 243.14 270.62

Depreciation 91.50 89.92

Profit Before Tax (355.10) (209.62)

Income Tax-Earlier Year 0.95 —- Deferred Tax —- (19.10)

Net Profit after Tax (356.05) (228.72)

Note: Previous year''s figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

The total income of the company has increased by approximately 12% but the company has incurred a loss of Rs. 356.05 lakhs during the year which includes Bad Debt & Provision for Doubtful debt amounting to Rs. 102.08 lakhs. This provision has been due to deduction of penalty from our bills by Electricity utility Companies of Gujarat towards delay delivery for the year 2011-12. The losses were incurred by the Company mainly due to the following reasons.

a) Export Order :

The company executed export orders this financial year but the pending order could not be executed completely during this year because due to non- availability of Bankable Letter of Credit from our customer at Libya. Secondly there was long delay in release of payment from ECCO, the company had to carry huge amount of inventory thus there is an increase of interest liability and blockage of Working Capital. Since the payment was not forthcoming, the risk of supplying the complete lot was not worth taking and hence there was reduction of turnover.

b) Domestic Order :

The local Electrical Utilities in Odisha did not procure sufficient transformers and hence we tried to explore other markets like Gujarat and Chattisgarh. The pending orders worth INR 1186 lakhs from Gujarat were executed; but further orders were not available as utilities in Gujarat reduced the procurement quantity.

The company is supplying Amorphous Transformers to the Utilities in Gujarat from Bhubaneswar and CRGO Transformers from Baroda. The margin against this orders are very Low and delay in supply attract 10% penalty. Meanwhile, in case of Amorphous transformers, the import of raw materials appreciated due to weakening of Rupee vis-a –vis US$.

Sales :

The Sales from Bhubaneswar Unit were affected due to retrenchment of non-performing workers, Labor unrest & strike and absent during the financial year. The Gujarat Order was completely executed by December''2012 and enough orders were not available to feed the Unit till the Year end.

The Vadodara unit had Sales Turnover of Rs.652.52 Lakhs which is approximate 60% less than expected level.

Some of the financial parameters are given hereunder:

(Rs. In Lakhs)

Particulars 2012-13 2011-12

Export Sales 397.88 16.35

Domestic Sales 1621.24 1850.08

Other Income 14.72 31.04

Profit Before Tax (355.10) (209.62)

Profit after Tax (356.05) (228.72)

EPS (6.64) (4.27)

VALUATION:

The PBT & PAT has been decreased by 69.41% and 55.67% respectively in comparison to the last Financial Year. The EPS has gone down from Rs.(4.27) for the last FY to Rs.(6.64) for FY 2012-13.

FUTURE PROSPECTS:

During the year 2013-14, the management is hopeful for revival of the company for the following reason

- Export is slowly getting stabilized and expected to good

- The procurement by Odisha electrical Utilities has been proactive and their payment has improved and is regular. The company has received orders worth INR 1200 Lakhs from Odisha Electrical utilities and we expect further orders worth INR800 to 1000 lakhs from them during this financial year. Hence it is expected that breakeven production level can be achieved during this year.

- We are hopeful of getting sizable orders from Chattishgarh State Electricity Board & Gujarat Electricity utilities during July-September 2013.

- For our Baroda Unit, we had procured orders worth Rs.142.05 lakhs from M/s. Godrej & Boyce Mfg. Co. Ltd. and are expecting further order from them after completion of balance order.

- We also expect fresh orders from Gujarat electricity utilities by July 2013 for Baroda unit.

The performance of the company is expected to be better during the year 2013-14.

SUBSIDIARY COMPANY :

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. There are business operations in the subsidiary company till the end of the FY 2012-13 Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company''s Subsidiary:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company''s Subsidiary i.e. Phoenix Surgicare Private Limited, together st with the Auditors'' Report thereon for the year ended 31 March, 2013 are annexed.

ACHIEVEMENTS :

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. The Company has also got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS:

The Company has not accepted any public deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr. Sambit Mohanty, Dr. N. C. Pal and Mr. Supratim Basu retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment.

Your Directors recommend their reappointment.

COST AUDITOR:

The company has appointed M/s S. S. Sonthalia & Co. Cost Accountants, Bhubaneswar to audit the cost accounts related to the company''s product Electric Transformer for the year 2013-14. The company has received a certificate stating their appointment, if made, would be with the prescribed limit under section 224(1B) of companies Act 1956.

AUDITORS'' OBSERVATION:

During the financial year 2012-2013 there is no audit qualification in the Company''s financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS'' REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2013 the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1, 43,796 & Rs.1, 86,622 as on 31.03.2013 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Share Transfer Agent Limited, 12/1/5, Manoharpukur Road, Kolkata-700026. e-mail :[e-mail].

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Company''s Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE:

st During the financial year ending on 31 March, 2012, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company''s shares are listed on the ‘The Bombay Stock Exchange Limited''. The Annual listing fees to the ‘The Bombay Stock Exchange Limited'' for the year 2013-14 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE :

"Corporate Governance is the system by which Companies are directed and controlled. It also includes Board''s accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target.

Corporate governance at Alfa Transformers Limited (ATL)''s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity.

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS :

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT''S DISCUSION AND ANALYSIS:

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ‘C'' forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders clients,

Bank, Central & State government, the company''s valued investors and all other business partner for their continue co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

PLACE : BHUBANESWAR DILLIP KUMAR DAS

DATE : 29 May,2013 CHAIRMAN

---

Mar 31, 2012

The Directors are pleased to present the Thirtieth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2011-12 2010-11

Net Sales/Income from operations (a b c) 1924.30 2057.55

(a) Export Sales 16.35 243.63

(b) Domestic Sales 1850.08 1752.54

(c) Income from operations 57.87 61.38

(d) Other Income 20.30 25.17

Total Income (a b c d) 1944.60 2082.72

Less: Total Expenditure 1793.68 1855.04

Profit before interest & Depreciation 150.92 227.68

Interest & Finance charges 270.62 206.67

Depreciation 89.92 82.92

Profit Before Tax (209.62) (61.91)

Income Tax 0.00 0.00

Deferred Tax (19.10) 19.10

Net Profit after Tax (228.72) (42.81)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE :

The Company's financial position during the year has been badly affected due to global economic meltdown and recession of 2008-09 and subsequent political turmoil during the year of 2011 in Libya.

Due to disturbance in Libya our outstanding dues of 3.15 cores remain unpaid for 2 years and only recently we have received Euro 2.50 Lacks (Rs.1.67 Cores) . Similarly payment against export consignment of worth Rs.1.03 Cores was received partly (90%) after 10 months. Transformers, raw-materials, & Goods in process about 1.5 cores could not be exported, which are still remains in stock. The resultant effect on finance was extremely bad, as there is reduction of working capital, & increase of interest on fresh Working capital Term Loan of 3.3 cores to meet the short fall.

Some of the financial parameters are given hereunder:

Particulars 2011-12 2010-11

Export Sales 16.35 243.63

Domestic Sales 1850.08 1752.54

Other Income 20.30 25.17

Profit Before Tax (209.62) (61.91)

Profit after Tax (228.72) (42.81)

EPS (4.27) (0.80)

VALUATION:

The Profit before tax & Profit after tax have been decreased by (238.92) % and (434.75) % respectively from last year. The EPS has decreased for the accounting year to Rs(4.27) from Rs (0.80) of 2010-11.

FUTURE PROSPECTtSh:

With effect from 9th January 2010, all distribution transformers purchased by Govt. Electricity utilities are of Star rated transformer. Your company has already received following ratings from Bureau of Energy efficiency (BEE):

5 star rating for 16 KVA, 25KVA, 63 KVA, 100 KVA

4 Star rating for 16 KVA, 25KVA, 63 KVA, 100 KVA and 200 KVA

3 star rating for 25KVA, 63 KVA

The states like Gujarat, & Rajasthan patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Recently Gujarat Electricity utilities have floated tenders for the requirement for the distribution transformers of about 100 Cores. Hence your company is expecting orders during next financial year.

The company is also very much hopeful of execution of export Orders during the Year 2012-13. The 1 Lot of 34 numbers of different ratings of distribution transformers are inspected and kept ready for shipment.

The company is also hopeful of receipt of the old outstanding towards services during the Year.

Your company is now planning to dispose of surplus, unutilized assets for reducing the working capital & term Loan Liabilities during the year.

The performance of the company is expected to be better during the year 2012-13.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company's Subsidiary:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2012 are annexed.

ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS :

The Company has not accepted any deposits so far.

DIRECTORS :

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr.S. K. Nanda, Mr. B. N. R. Patnaik and Mr. Niranjan Mohanty retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment.

Your Directors recommend their reappointment.

AUDITORS' OBSERVATION:

During the financial year 2011-2012 there is no audit qualification in the Company's financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements. AUDITORS AND AUDITORS' REPORT :

M/s A.K. Sabat & Co, Chartered Accountants. Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been on a going concern basis.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1,87,087.45 & Rs.1,44,096.00 as on 31.03.2012 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5t Floor, Kolkata-700029.

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Company's Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31 March, 2012, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956. DISCLOSURE AS PER LISTING AGREEMENT :

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-7) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2012- 13 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS:

Though your Company had harmonious relations with their workmen in the past years, recently it is disturbed. Th^ last settlement with workers union has expired since 30 April 2011. Reconciliation proceeding were held in the office of DLO for charter of demand submitted by the union. While the discussion was in progress in stages the union all of a sudden declined to discuss further. The failure report was submitted by DLO on 10.04.2012.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure 'C' forming part of the Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from financial institutions.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

DILLIP KUMAR DAS

PLACE: BHUBANESWAR CHAIRMAN

DATE: 22nd June, 2012

---

Mar 31, 2011

DEAR SHAREHOLDERS :

The Directors are pleased to present the Twenty-ninth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2011, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2010-11 2009-10 Increase/ (Decrease) in %

Net Sales/Income from operations (a b c) 2057.55 2052.19 0.26

(a) Export Sales 243.63 371.82 (34.47)

(b) Domestic Sales 1752.54 1556.92 12.56

(c) Income from operations 61.38 123.45 (50.27)

(d) Other Income 25.17 99.91 (74.81)

Total Income (a b c d) 2082.72 2152.10 (3.22)

Less: Total Expenditure 1855.04 1771.58 4.71

Profit before interest & Depreciation 227.68 380.52 (40.16)

Interest & Finance charges 206.67 185.14 11.62

Depreciation 82.92 77.77 6.62

Profit Before Tax (61.91) 117.60 (152.64)

Income Tax/Fringe Benefit Tax – (15.03) (100)

Deferred Tax 19.10 (26.81) (28.76)

Net Profit after Tax (42.81) 75.76 (156.51)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

The Company's financial position during the year has been badly affected due to global economic meltdown and recession of 2008-09 and subsequent political turmoil during 1st quarter of 2011 in Libya. The company had procured order worth of 650 lakhs alongwith L.C. during the year, from ECCO (Joint venture Company of Govt. India & Govt. of Libya) for the 1st time after recession of 2008. About 1/3rd of ordered quantity under final shape of completion and were to be shipped out during March 2011 after inspection by ECCO officials. But due to recent disturbances of Libya the materials could not be inspected nor dispatched. A lot of raw materials procured for the on going manufacturing process of above Export order and due to above situation the manufacturing of above export order was completely stopped. Similarly the balance payment against providing Technical Services to ECCO was held up due to disturbances in Libya.

However during the year under review, company has procured domestic order worth of about 1800 Lakhs during 3rd quarter. Since the order was received late it could not be executed fully during the current year.

During the current year, the overall financial results hence reduced. Some of the financial parameters are given hereunder:

Particulars 2010-11 2009-10 Variance /(-)

Net Sales:-

Export Sales 243.63 371.82 (34.47)

Domestic Sales 1752.54 1556.92 12.56

Other Income 25.17 99.91 (74.81)

Profit Before Tax (61.91) 117.60 (152.64)

Profit after Tax (42.81) 75.76 (156.51)

EPS (0.80) 1.41 (156.73)

VALUATION :

The Profit before tax & Profit after tax have been decreased by 152.64% and 156.51% respectively from last year. The EPS has decreased for the accounting year to Rs(0.80) from Rs 1.41 of 2009-10.

FUTURE PROSPECTS :

With effect from 9th January 2010, all distribution transformers purchased by Govt. Electricity Utilities are of Star rated transformer. Your company has already received following ratings from Bureau of

Energy efficiency ( BEE) :

5 Star rating for 16 KVA, 25KVA,63 KVA,100 KVA.

4 Star rating for 16 KVA, 25KVA,63 KVA,100 KVA and 200 KVA.

3 Star rating for 25KVA (copper and wound core CRGO as per NHPC), 63 KVA (CRGO).

All other Transformers are AMDT Transformers. The states like Gujarat, Rajasthan & Maharasthra patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Recently Gujarat Electricity Utilities have floated tenders for the requirement for the distribution transformers of about 360 Cores. Hence your company is expecting a good part of above orders during next financial year.

In Baroda Unit company has got a small order of about 1.75 Cores AMDT transformers from Gujarat & this is the 2nd year of supply to Gujarat Utility. We are participating in Tender in June,2011, orders against these are expected during 4th quarter . Hence, operation is expected to be improved during current year.

The performance of the company is not satisfactory during this financial year in the challenging business environments. Export orders received from Libya could not be executed. In process goods worth of 2 crores meant for export to Libya by end of 31st March,2011 which could not be effected due to war in Libya. This is an unforeseen situation beyond control. However the company is optimistic of improvement of over all business during 2011-12.

SUBSIDIARY COMPANY :

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company's Subsidiary :

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, alongwith the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2011 are annexed.

ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001- 2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region). Your Company has achieved Star Rating from Bureau of Energy Efficiency for 16KVA(4&5 star), 25KVA(3,4&5 Star), 63KVA(3,4&5 Star), 100KVA(4,5 Star),200KVA(4 Star). 25KVA- 3 star is copper and wound core CRGO as per NHPC, 63KVA- 3 star is CRGO and all other transformers are AMDT.

DEPOSITS:

The Company has not accepted any deposits so far.

DIRECTORS :

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr.Subhasish Das, Mr. Supratim Basu and

Mr. L.V.N.Muralidhar retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS' OBSERVATION:

During the financial year 2010-2011 there is no audit qualification in the Company's financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS' REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re- appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act,

1956, with respect to Directors' Responsibility

Statement, it is hereby confirmed that :

i) In the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)the annual accounts have been on a going concern basis.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1,87,087.45 & Rs.1,44,096.00 as on 31.03.2011 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5th Floor, Kolkata-700029. Members are requested to note that dividends not en-cashed or claimed within seven years from the date of transfer to the Company's Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE:

During the financial year ending on 31st March, 2011, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules,1975.

TECHNOLOGY ABSORPTION, ENERGY CONSER- VATION, FOREIGN EXCHANGE EARNING AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A". PERSONNEL :

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT: Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-N) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the ‘The Bombay Stock Exchange Limited'. The Annual listing fees to the ‘The Bombay Stock Exchange Limited' for the year 2011-12 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta

Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS :

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship. The existing agreement with the Union was expired on 30.04.2011 and discussions

are being held with the representative of the Union to have an amicable settlement for further period of 5 years.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ‘C forming part of the Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from financial institutions. Cordial relations prevailed during the year with the employees. Your Directors wish to place on record their deep sense of apprecia-tion to employees at all levels for their hard work, dedication and commitment The enthusiasm and unstinting efforts of the employees have enabled the Company to maintain in the industry in spite of increased competition. Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE: BHUBANESWAR DILLIP KUMAR DAS DATE: 28th May, 2011 CHAIRMAN

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Mar 31, 2010

The Directors are pleased to present the Twenty-eighth Annual Report and the Audited Accounts of your Company tor the financial year ended 31.03.2010, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2009-10 2008-09 Increase/ (Decrease) in %

Net Sales/Income from operations (a+b+c) 2052.19 3304.00 (37.89)

(a) Export Sales 371.82 1823.00 (79.60)

(b) Domestic Sales 1556 92 1189.53 30.89

(c) Income from operations 123.45 291.47 (57.65)

(d) Other Income 99.91 57.04 75.15

Total Income (a+b+c+d) 2152.10 3361.04 (35.97)

Less: Total Expenditure 1771.58 2569.42 (31.05)

Profit before interest & Depreciation 380.52 791.62 (51.93)

Interest & Finance charges 185.14 210.43 (12.02)

Depreciation 77.77 56.31 38.12

Profit Before Tax 117.60 524.88 (77.59)

Income Tax/Fringe Benefit Tax (15.03) (149.27) (89.93)

Deferred Tax (26.81) (23.55) (13.87)

Net Profit after Tax 75.76 352.06 (78.48)

Note: Previous years figures are regrouped wherever necessary

FINANCIAL PERFORMANCE:

The impact of global economic meltdown and recession of 2008-09 has been reflected on the financial performance of current year. During the year under review, the Company could not get any export orders, except leftover contracts of previous year. This is due to the impact of global recession of 2008-2009. However, turnover in respect of domestic sales has been increased by 30.89% in comparison to last year. But, overall, financial results of current year have been decreased in comparison to last year. Some of the financial parameters are given hereunder-

Particulars 2009-10 2008-09 Variance +/(-) Net Sales

- Export Sales 371.82 1823.00 (79.60)

- Domestic Sales 1556.92 1189.53 30.89

Profit Before Tax 117.60 524.88 (77.59)

Profit after Tax 75.76 352.06 (78.48)

EPS 1.41 6.57 (78.53)

VALUATION :

The Profit before tax & Profit after tax have been decreased by 77.59% and 78.48% respectively from last year. The EPS has also decreased for the accounting year to Rs.1.41 from Rs.6.57 of 2008-09.

FUTURE PROSPECTS:

It is not out of place to mention here that, Government of India has constituted an Organization named as Bureau of Energy Efficiency" who have issued a mandate on 9th January2010, that all Distribution Transformers to be

purchased shall be of minimum of 3-Star Rating. It is cost effective to manufacture Distribution Transformers with Amorphous Metal Core to achieve 3-Star, 4-Star & 5-Star Ratings. In fact, your Company has already received 5-Star for 16 KVA and 4-Star ratings for 63 & 100 KVA from Bureau of Energy Efficiency. We have also applied for above Star ratings for other Transformers like 10,16,25,63 & 100 KVA for Unit I & IV. The States like Maharashtra, Gujarat and Rajasthan patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Further, in view of thrust and policy of Government of India to electrify all Villages by 2020, the demand of Energy Efficient Transformers is likely to grow exponentially in coming year. Recently, Gujarat government called for Amorphous Metal Distribution Transformers worth more than 60 Crores. Rajasthan and Maharashtra are also floating large tender. Keeping these in views, your board in its meeting held on 30.07.2009 approved to set-up an Amorphous Metal Distribution Transformers manufacturing Plant at Vadodara with the support from Hitachi Metal (India) Limited and the process is going-on. The proposed capacity of the Plant would be 1000 Tons per annum and the cost of the project is Rs.445.00 Lakhs. From this project we will be able to meet tote demand of AMDT Transformers in Western India.

However, due to global economic meltdown & recession of 2008-09, compelled with inflation of input cost and entry of new transformers Companies & expansion of existing units, the transformer industries as a whole are facing a difficult period. Moreover, the rupee devaluation in comparison to Euro/US Dollars results ih decrease in profits in Exports. The prices of main raw materials like

Copper, CRGO, etc. have been increased in international Market resulting higher input cost. Your Company is focusing on domestic orders from Utilities & Private customers and also taking all possible steps for procuring orders from overseas. During this current year, your Company has already procured orders from Jaipur Vidyut Vitaran Nigam(JVVNL); Rajasthan and hopeful of getting further orders from Gujarat Electricity Utilities, CESU & other Electricity Board, the orders will be finalized within next two/three months.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year. During the year under review, the registered office of the Subsidiary Company has been shifted to Plot No.3337, Mancheswar Industrial Estate, Bhubaneswar- 751010, Orissa from 403, Nupur Building, Holly Cross Rd., IC Colony, Boriwali, West Mumbai-400103 as per the CLB order NO.05/17/CLB/MB/2010/493 dated 20.01.2010. The proposal of merger of the Subsidiary Company i.e. Phoenix Surgicare Private Limited with the Holding Company i.e. Alfa Transformers Limited has been deferred for the time being.

Audited Statements of accounts of the Companys Subsidiary :

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, alongwith the report of the Board of Directors-relating to the Companys Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors Report thereonrfor the year ended 31st March, 2010 are annexed. ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2007-08 from EEPCINDIA (Eastern Region)

DEPOSITS:

The Company has not accepted any deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 ©f the Companies Act, 1956, Mr.Santosh Kumar Nanda, Mr. Sambit Kumar Mohanty and Dr. N.C.Pal retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment.

Your Directors recommend their reappointment.

During the year under review, Mr. Niranjan Mohanty and Mr. B.N.R.Patnaik were appointed as an Additional Director of the Company with effect from 22.12.2009 and 29.01.2010 respectively by the Board of Directors. Further, Mr. Sandeep Daga, Mr. Saroj Kumar Ray and Mr. Sushil Kumar Nayak have resigned from the Board with effect from 06.10.2009, 22.12.2009 and 29.01.2010 respectively. The Board is pleased to welcome Mr. Niranjan Mohanty and Mr. B.N.R.Patnaik, the newly appointed Non-Executive Independent Directors of the Company and placed on record its deep sense of appreciation for the invaluable contribution made by Mr. Sandeep Daga, Mr. Saroj Kumar

Ray and Mr. Sushil Kumar Nayak during their tenure as Non-Executive Independent Directors.

AUDITORSOBSERVATION :

During the financial year 2009-2010 there is no audit qualification in the Companys financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors are pleased to recommend Dividend of 10% (@Re.1/-per share) which is subject to approval of shareholders in the ensuing 28th Annual General Meeting, which is stated in the notice of the Annual General Meeting.

The un-paid dividend for the Financial Year 2008-09 is Rs.1,94,497/- as on 31.03.2010. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5th Floor, Kolkata - 700029.

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Companys Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31st March, 2010, an amount of Rs.50,00,000/- (Rupees Fifty Lakhsfonly has been transferred to General Reserve in accordance with

the provisions of Companies(Transfer of profits to Reserves) Rules,1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL:

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions :

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-O) attached in compliance of Accounting Standard No.AS-18.

Listing :

The Companys shares are listed on the The Bombay Stock Exchange Limited. The Annual listing fees to the The Bombay Stock Exchange Limited for the year 2010- 11 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges :

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001 -2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship. Regular meetings were held with the recognized Union to discuss and resolve the various employees related issues.

MANAGEMENTS DISCUSION AND ANALYSIS :

Managements Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure C forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from State Bank of India and Axis Bank Limited, Bhubaneswar.

Cordial relations prevailed during the year with the employees. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment .The enthusiasm and unstinting efforts of the employees have enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company. .

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE: BHUBANESWAR DILLIP KUMAR DAS

DATE: 29th May, 2010 CHAIRMAN