Your Directors have pleasure in presenting Annual report on the affairs of the Company together with the
Audited Statement of Accounts for the year ended on 31stMarch, 2025.
1. Financial Summary or performance of the company: __
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Particulars
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Current Year
2024-25
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Previous Year
2023-24
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Total Revenue
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4214.46
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2697.38
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Total Expenditure
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3526.81
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2456.91
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Profit / (Loss) Before Taxes
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687.65
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240.47
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Prior period item
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-
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17.93
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Less: Tax Expenses
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a. Current Tax
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125.88
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28.25
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b. Deferred Tax
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45.59
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28.89
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c. Excess/Short Provision Written back/off
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1.54
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3.53
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Profit / (Loss) After Taxes
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514.64
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161.87
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2. Operations:_______
The Company is engaged in the business of design, manufacturing, and installation of a wide range of
aluminium products, including windows, doors, curtain walls, cladding, and glazing systems. These solutions
are carefully tailored to meet the specific requirements of builders, contractors, architect, and institutions,
with both standard and customized options and requirements and our Company also provide material supply
and procurement support.
3. Transfer to reserves:____
The Company has not transferred any sum to General Reserves during the year.
4. Dividend:_______
In order to conserve the resources, directors during the year under review the company did not declare any
dividend for financial period 2024-25.
5. Material Changes during the financial year 2024-25:
1. Authorized capital of the Company is Increased from 6,52,50,000 divided into 65,00,000 Equity
Shares of 10 each and 25,000 Preference Shares of 10 each to RS. 25,00,00,000 divided into
2,49,75,000 Equity Shares of ?10 each and25,000 Preference Shares of 10 each as approved by
shareholder in their Extraordinary General Meeting held on 1st March, 2025.
2. Mr. Hrishikesh Rupesh Shah was allotted 156250 Equity Shares at price of Rs. 320 per share [INR.
10/- face value and INR. 310/- premium] Shares against Conversion of his Loan of Rs. 5,00,00,000 as
approved by the Board on 3rd March, 2025
6. Material Changes from the end of Financial Year till the date of Notice of Annual General
meeting of the Company:
During the period between the date of the Board Meeting and the Annual General Meeting of the Company,
the following material changes have taken place:
i. Appointments of Key Managerial Personnel
a) Mr. Rupesh Pravinbhai was appointed as the Managing Director of the Company by the
members at their Extraordinary General Meeting held on 1st May, 2025.
b) Mr. Samir Kumar Oswal was appointed as the Chief Financial Officer (CFO) of the Company by
the Board on 1st May, 2025.
ii. Appointments of Independent Directors
With effect from 1st May, 2025, the following were appointed as Independent Directors of the
Company for the term of 5 years as approved by shareholder in their Extraordinary General Meeting
held on 1st May, 2025:
a) Mr. Shail Jayesh Shah
b) Ms. Niki Nitin Thakkar
c) Ms. Heta Hiren Shah
iii. Constitution of Statutory Committees
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board, at its
meeting held on 2nd May, 2025, constituted the following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders' Relationship Committee
> Corporate Social Responsibility (CSR) Committee
The detailed composition of these Committees is available on the Company's website
https: //hrsalualaze.com/investor-relations
iv. Corporate Actions
a) The Company issued 73,218,750 Equity Shares through Bonus to its members, approved on
1st May, 2025.The Company redeemed its outstanding 25,000 preference shares by a
resolution passed at the Board Meeting held on 7th May, 2025.
b) Further, to meet the future growth and expansion plans of the Company, the Board is considering
raising funds through an Initial Public Offering (IPO). In this regard, the Company proposes to
initiate the process of filing the Draft Red Herring Prospectus (DRHP) with the concerned Stock
Exchange(s) in the near future.
v. Details of material contracts entered by the company with its related party
The Company has acquired on lease through lease deed dated 19 August, 2025 - Plot No.l
admeasuring 15378.21 Sq.mts. forming part of (1) Revenue Survey/Block No. 362 admeasuring
12252 sq.mts. (2) Revenue Survey/Block No. 363 admeasuring 11066 sq.mts. (3) Revenue
Survey/Block No. 1748 admeasuring 3237 sq.mts. respectively making total admeasuring 26555
sq.mts. of mouje Rajoda of Bavla Taluka in the Registration District of Ahmedabad and Sub-District of
Bavlaon lease from the owner Mr. Rupesh Shah & Mrs. Pinky Rupesh Shah for an annual lease rent of
Rs. 60 Lakhs per annum for a period of 27 years for setting up factory on the same.
7. Significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future OR Change of status of the company:
During the year under review, the Company was converted from a Private Limited Company to a Public
Limited Company pursuant to the approval of the members and upon receipt of the fresh Certificate of
Incorporation from Central Processing Centre, Manesar, dated 08/10/2024.
Consequent to such conversion:
The name of the Company has been changed from HRS Aluglaze Private Limited to HRS Aluglaze Limited.
The Company has adopted and aligned its Articles of Association as per the provisions applicable to a Public
Limited Company under the Companies Act, 2013 as approved by its shareholders at the Extra ordinary
general meeting held on 7th August 2024.
8. Subsidiary Company:_
As on March 31, 2025, the Company does not have any subsidiary.
9. Statutory Auditors:_
Auditors of the Company M/s Shah & Patel, Chartered Accountants, FRN No. 124743W hold office until the
conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until
the conclusion of Annual General Meeting of the company to be held in the Year 2029.
As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a
written consent from M/s Shah & Patel, Chartered Accountant to their appointment and a certificate, to the
effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there
under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.
The Auditors' Report for financial year 2024-25 does not contain any qualification or reservation or adverse
remark. The Auditors' Report is enclosed with the financial statements in this Annual report.
10. Change in the nature of business:_
During the year under review, the Company has altered its main objects as stated in the Memorandum of
Association and consequently, the nature of its business has changed with effect from 07/08/2024 pursuant to
the approval of the members and subsequent approval of the Registrar of Companies.
11. Details of directors or key managerial personnel:
During the year under review, the following changes took place in the composition of the Board of Directors:
Appointments:
Mr. Hrishkesh Rupesh Shah (DIN: 09253175) was appointed as an Additional Director of the Company under
the Promoter category with effect from 11th July, 2024. Subsequently, he was regularized as a Director by the
members of the Company at their Annual General Meeting held on 25th September, 2024.
Key Managerial Personnel (KMP):
Pursuant to Section 203 of the Companies Act, 2013, the following are the KMPs of the Company as on 2024-
25:
Ms. Siddhi Mangal- Company Secretary (CS) on 03/03/2025
12. Deposits:
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025.
There were no unclaimed or unpaid deposits as on March 31, 2025.
13. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure A".
14. Number of meetings of the Board:
19 regular meetings of the Board of Directors duly convened and held during the year as per requirement of
Companies Act, 2013. The intervention gap between the meetings was within the period prescribed under the
Companies Act, 2013.
15. Corporate Social Responsibility:
During the year Corporate Social Responsibility was not applicable to the Company.
16. Directors' Responsibility Statement:
Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch,2025, the 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 the state of affairs
of the company as at March 31, 2025 and of the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
17. Declaration by Independent Directors:
The Company was not required to appoint an Independent Director during the year
However, after closure of financial year Company has appointed Independent Directors.
They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
the rules made thereunder.
They have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies
Act, 2013.
They have registered themselves as Independent Directors in the Independent Directors' Databank maintained
by the Indian Institute of Corporate Affairs (IICA) in accordance with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, and where applicable, have successfully completed/passed the
Online Proficiency Self-Assessment Test.
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,
expertise including Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014.
The Board of Directors has taken note of the same.
18. Company's policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under sub-section (3) of section 178:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has formulated a
Nomination and Remuneration Policy which lays down the framework for selection, appointment,
reappointment, removal, and evaluation of Directors, Key Managerial Personnel (KMP), and Senior
Management Personnel, as well as the criteria for their remuneration.
The Policy, inter alia, provides that:
Qualifications: Directors shall possess the highest standards of personal and professional ethics, integrity,
values, and experience in fields relevant to the Company's business. The Committee, while recommending
appointment, considers factors such as educational background, experience, track record, diversity, and
industry knowledge.
Positive Attributes: Directors are expected to bring independent judgment, objectivity, leadership qualities,
strategic thinking, and a willingness to devote sufficient time to discharge their duties effectively.
Independence: Independent Directors shall meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013, and are expected to maintain independence of judgment without any
conflict of interest.
Remuneration: The Policy ensures that:
Remuneration to Directors, KMP, and Senior Management is aligned with the Company's objectives,
performance, and industry practices.
Executive remuneration is linked to performance, while Non-Executive and Independent Directors are paid
sitting fees and/or commission as approved by the Board and shareholders within the limits prescribed under
the Act.
The Policy aims to attract, motivate, and retain competent personnel while ensuring fairness, transparency,
and accountability.
Remuneration paid to Directors during the year:
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Sr. No.
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Name of Director
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Amount of Remuneration
(in Rs.)
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1
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Rupesh Pravinbhai Shah
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4800000
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2
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Hrishikesh Rupesh Shah
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1720000
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3
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Pinky Rupesh Shah
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1200000
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19. Particulars of loans, guarantees or investments under section 186_
During the year under review, the Company has granted loan/ guarantee as mentioned in notes.
20. Particulars of Employee:__
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
21. Related Party Transactions:___
All contracts/arrangements/transactions entered into by the Company with its related parties Particulars of
contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the form AOC-2as per "Annexure - B".
22. Weblink of annual return , if any: __
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return for the financial
year ended 31.03.2025, prepared in Form MGT-7, is available on the Company's website and can be accessed
at the following web-link: https://hrsaluglaze.com
23. Compliance with Secretarial Standard _
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) relating to:
Meetings of the Board of Directors (SS-1), and
General Meetings of the Company (SS-2)
during the financial year under review. The Company ensures that proper notices are issued, quorum is
maintained, minutes are recorded and signed, and all other requirements prescribed under these standards
are duly followed.
The Board confirms that adequate steps have been taken to ensure compliance with all applicable Secretarial
Standards during the year.
24. Risk Management policy:_
Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate
events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk
Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures
are reviewed to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation process/measures have
been formulated in the areas such as business, project execution, event, financial, human, environment and
statutory compliance.
25. Internal Financial control:__
The Company has in place adequate internal financial controls with reference to the financial statements,
designed to provide reasonable assurance regarding the:
-Accuracy and completeness of accounting records,
-Safeguarding of assets,
-Prevention and detection of frauds and errors, and
-Compliance with applicable laws and regulations.
These controls are designed to ensure that financial transactions are recorded, authorized, and reported
correctly in a timely manner.
The Board, based on the framework of internal financial controls, reviews their effectiveness through the Audit
Committee and other monitoring processes. During the year under review, the Company's internal financial
controls were found to be adequate and operating effectively to ensure reliability of financial reporting and
compliance with applicable laws.
26. Cost Record:______
The provision of Cost audit as per section 148 doesn't applicable on the Company.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"]:_
The Company is committed to provide a safe and conducive work environment to its employees.
Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961__
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees will be provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave. The Company will ensures that no
discrimination is made in recruitment or service conditions on the grounds of maternity.
During the year under review, no women employees availed maternity leave.
29. Acknowledgments:______
Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the
Government of India, Government of Gujarat, and the Bankers to the Company for their valuable support and
look forward to their continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees and all those who
have helped in the day to day management.
For, HRS ALUGLAZE LIMITED
HRS ALUGLAZE LIMITED
Mr.
Chairman & Managing Director
DIN: 02806068 ^
Date: 27/08/2025
Place: Ahmedabad
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