డైరెక్టర్ల నివేదిక Aeron Composite Ltd.

Mar 31, 2025

Your Directors are pleased to present their 14th Board Report on the business
and operations of the company and the Audited Financial Statement of the
company for the Financial Year ended on 31st March, 2025 (Reporting Period).

01. Performance Highlight (Standalone)

Your Company has performed during the reporting period as follows

Particulars	31.03.2025	31.03.2024
Revenue from Operations	21,530.71	19,972.98
Other Income	545.43	195.44
Total Revenue	22,076.14	20,168.42
Less: Total Expenditure	20,257.74	18,717.98
Profit / Loss Before Tax	1,818.40	1,450.44
Less: Tax Expenses-Current	517.37	435.00
-Deferred	(33.30)	4.64
Net Profit / Loss after Tax	1,334.33	1,010.80
Earnings Per Share in Rs. (Basic & Diluted)	8.84	64.53

02. State Of Company''s Affairs and Operations:

Your Company is engaged into the business of manufacturing of Fiber Glass
Reinforced Plastic Products (i.e. Manufacturing and Supplying of FRP
Products) with its fully integrated infrastructure plant located at Changodar
Gujarat and The Company manufactures wide range of FRP Products.

Standalone Operating Results:

During the year under review, the Standalone Total Revenue of your Company is
increased to Rs. 21,530.71 Lakhs for the financial year 2024-25 from Rs.
19,972.98

Lakhs for the previous financial year 2023-24 registering a growth of 7.80 % in
the year under review.

Your Company has earned a Profit after Tax (PAT) of Rs. 1,334.33 Lakhs in the
financial year 2024-25 as compared to PAT of Rs. 1,010.80 Lakhs in the previous
financial year 2023-24 which achieved 32.00% growth in the year under review.

03. Segment reporting:

The company has only one Primary reportable segment viz Fiber Glass
Reinforced Polymer Plastic products (i.e. manufacturing & supplying of FRP
Products) as per Note No. 37 of Financial Statement.

04. Company Background:

Aeron Composite Limited (CIN: L25209GJ2011PLC065419) was originally
incorporated in the name as "Aeron Composite Private Limited" under the
Companies Act, 1956 on 13/05/2011. The Company was then converted into a
Public Company and the name of the Company was changed to " Aeron
Composite Limited " and a Fresh Certificate of Incorporation consequent upon
conversion and change of name of Company from Private Limited to Public
Limited was issued by the Registrar of Companies, Ahmedabad on
19/06/2024. The company has entered into the primary capital market with an
Initial Public Offer of 44,88,000 Equity Shares of Rs. 10/- for cash at a premium
of Rs.115/- per share in August 2024 and the equity shares of the Company
were listed on NSE Emerge Platform on September 04th, 2024.

05. Dividend

Your Directors are of the view that your Company is currently on the path of
growth which requires higher capital deployment to fund the businesses hence
need to conserve resources. Keeping in view the objective, Directors do not
recommend any dividend.

06. Transfer to Reserves:

During the year, the Board of your Company has not appropriated any amount to
the reserves. The profit earned during the year has been carried to the balance
sheet of the Company as per Note No. 5 of Financial Statement of the company
for F.Y. ended on 31st March, 2025.

07. Change In the Nature of Business

There is no Change in the nature of the business & operation of the Company
done during the year under review.

08. Change in Name of the Company:

The Company''s name was changed from "AERON COMPOSITE PRIVATE
LIMITED" to AERON COMPOSITE LIMITED" effective 19th June, 2024, following
its conversion from a Private Limited Company to a Public Limited Company.

09. Change in Capital Structure:

During the year under review, the following changes have been taken place in
the Authorised and Paid-up Share Capital of your Company:

The Authorized Share Capital of the company has been increased from Rs.
3,75,00,000 to Rs. 20,00,00,000 divided into 1,92,50,000 equity shares of Rs.
10/- each ranking pari passu in all respect with existing equity shares of the
company and 7,50,000 preference shares of Rs. 10/- each.

The company has issued and allotted 1,09,65,500 equity shares of Rs.10/- each
as Bonus Shares in the ratio of new 7 equity shares for every 1 equity share held
by shareholders of the company.

The company has issued 44,88,000 equity shares of Rs.10/- each for cash at a
premium of Rs. 115/- per share aggregating to Rs. 56,10,00,000/- through Initial
Public Offer opened on 28/08/2024 and closed on 30/08/2024.

The issued, subscribed and paid-up share capital of the Company has been
increased from Rs. 3,75,00,000/- to Rs. 17,02,00,000/-.

The entire share capital of 1,70,20,000 Equity shares of the company have been
listed and admitted to dealings on the EMERGE SME platform of the National
Stock Exchange of India Limited w.e.f. September 04th, 2024.

10. Alteration of Memorandum of Association:

During the year under review, your Company has altered Name Clause of its
Memorandum of Association consequent upon change of name on its
conversion from Private Limited into a Public Limited Company and the said
alteration was approved by its members at their Extra Ordinary General Meeting
held on 06/05/2024.

During the year under review, your Company has altered Main Object Clause of
its Memorandum of Association and the said alteration was approved by its
members at their Extra Ordinary General Meeting held on 21/06/2024 and the
same has been approved vide Certificate of Registration of the Special
Resolution Confirming Alteration of Object Clause(s) issued by the office of
Registrar of Companies dated 08/07/2024.

11. Alteration of Articles of Association:

During the year under review, your Company has adopted its new set of Articles
to commensurate with the requirements of Public Limited Company
consequent on conversion of the company from Private Limited into a Public
Limited Company and the said alteration was approved by its members at their
Extra Ordinary General Meeting held on 06/05/2024.

12. Initial Public Offer ("IPO") and Listing of Equity Shares:

During the year, the company has completed the Initial Public Offer (IPO)
pursuant to which 44,88,000 equity shares face value of Rs. 10/- each at
premium of Rs. 115/- per share.

The IPO was opened for subscription from 28th August, 2024, to 30th August,
2024. The shares were allotted to applicants on 02nd September, 2024, at the
offer price of Rs.125/- per share. The Company''s equity shares began trading on
the SME Platform (EMERGE) of the National Stock Exchange of India Limited
(NSE) from 04th September, 2024.

Out of the proceeds of INR 5,610 Lakh raised from the IPO, INR 1,588.99 Lakh
were utilized by the Company during the financial year 2024-25 for the purposes
outlined in the prospectus dated 31 August 2024.

The Annual Listing fee for the year 2024-25 has been paid.

13. Sweat Equity Shares:

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in
terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014,
the Company has not issued any Sweat Equity Shares.

14. Differential Voting Rights:

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in
terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the
Company has not issued any shares with Differential Voting Rights.

15. Employee Stock Options:

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in

As the Members are aware, the shares of your Company are trade-able
compulsorily in electronic form and your Company has established
connectivity with both the National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the
Company''s Equity shares is INE0WL801011.

17. Quality Initiative

The Company continues to sustain its commitment to the highest levels of
quality, superior service management, and mature business continuity
management. Our customer-centricity, process rigor, and focus on delivery
excellence have resulted in consistent improvements in customer satisfaction
levels.

18. Transfer of shares and unpaid/unclaimed dividend to Investor Education
and Protection Fund:

During the year under 2024-25, the Company was not required to transfer the
equity shares/unclaimed dividend to Investor Education and Protection Fund
(IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act,
2013.

19. Directors and Key Managerial Personnel (KMPs):

- Board of Directors and KMPs:

The Board of Directors of the Company consists of (1) Mr. Dilipkumar Ratilal
Patel, Chairman & Non-Executive Director, (2) Mr. Pankaj Shantilal Dadhaniya,
Whole -Time Director, (3) Mr. Ravi Pankajkumar Patel, Whole-Time Director, (4)
Mr. Chirag Chandulal Patel, Managing Director, (5) Mr. Naveen Kumar
Mandovara and (6) Mrs. Poonam Neelendu Savalia as Non-Executive
Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors possess requisite
qualifications, experience, expertise including the Proficiency and hold high
standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014.

- Change in Constitution of Board of Directors:

a) Mr. Naveen Kumar Mandovara (DIN: 02817059) was appointed as
additional independent director of the Company w.e.f. 20/06/2024 and
appointed as an independent director w.e.f. 21/06/2024.

b) Mrs. Poonam Neelendu Savalia (DIN: 06791412) was appointed as
additional independent director of the Company w.e.f. 20/06/2024 and
appointed as an independent director w.e.f. 21/06/2024.

c) Designation of Mr. Pankaj Shantilal Dadhaniya (DIN: 02100802) Changed
from Director to Whole-Time Director w.e.f. 21/06/2024.

d) Designation of Mr. Ravi Pankajkumar Patel (DIN: 03427590) Changed
from Director to Whole-Time Director w.e.f. 21/06/2024.

e) Mr. Pankajkumar Ratilal Patel (DIN: 00314964) ceased to be a Director
upon resignation from the position of Director of the Company w.e.f.
01/04/2024. The Board places on record the appreciation for services
during his tenure as a director of the Company.

- Appointment/ Cessation of other KMPs:

a) Mr. Sanjaykumar Jyestharam Oza has been appointed as CFO of the
company w.e.f. 20/06/2024.

b) Mr. Vijay Mahendrabhai Dakshini has been appointed as Company
Secretary of the company w.e.f. 20/06/2024.

- Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules
thereof and Articles of Association of the Company, Mr. Pankaj Shantilal
Dadhaniya (DIN 02100802) (Whole-Time Director), retires by rotation at the
14th Annual General Meeting and being eligible, offers himself for re¬
appointment.

The Board recommends the re-appointment.

- Declaration by the Independent Directors:

The Company has received declarations from the Independent Directors of the Company
that they meet with the criteria of independence as prescribed under Sub- section (6) of
Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of
Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from
time to time and there has been no change in the circumstances which may affect their
status as independent director during the year and they have complied with the code of
conduct for Independent Directors prescribed in Schedule IV of the Companies Act,
2013. During the year under under review, the Non-Executive Directors/Independent
Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, paid to them for attending meetings of the Board and
Committee of the Company.

- Disclosure by Directors:

The Directors on the Board have submitted requisite disclosure under Section
184(1) of the Companies Act, 2013, declaration of non-disqualification under
Section 164(2) of the Companies Act, 2013 and Declaration as to compliance
with the Code of Conduct of the Company.

20. Meetings of The Board of Directors:

(A) Board of Directors Meeting

During the financial year 2024-25, there were 15 (Fifteen) meetings of the Board
of Directors held on (1) 10/04/2024 (2) 02/05/2024 (3) 03/05/2024 (4)
13/05/2024 (5)20/06/2024(6)22/06/2024(7)27/06/2024(8)10/08/2024(9)
21/08/2024 (10) 27/08/2024 (11) 31/08/2024 (12) 02/09/2024 (13)
25/09/2024 (14) 12/11/2024 and (15) 23/12/2024 in compliance to the
provisions of the Companies Act, 2013 and Secretarial Standards issued by the
Institute of Company Secretaries of India.

The maximum gap between any two board meetings is not more than 120 days.

The details of attendance of each director at the board meetings held during the
year are given below:

Sr. No.	Name of Director	No. of Meetings entitled to attend	No. of meetings Attended
01	Dilipkumar Ratilal Patel	15	15
02	Chirag Chandulal Patel	15	14
03	Pankaj Shantilal Dadhaniya	15	15
04	Ravi Pankajkumar Patel	15	14
05	Naveen Kumar Mandovara	10	9
06	Poonam Neelendu Savalia	10	9

(B) Audit Committee Meeting of Board of Directors

The Company has constituted Audit Committee vide Board Resolution dated
20/06/2024 in compliance with Section 177 of the Companies Act, 2013 read
with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and
Regulation 18 of SEBI Listing Regulations.

As on 31st March, 2025 the Company''s Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Naveen Kumar Mandovara	Chairman	Non-Executive Independent Director
Poonam Neelendu Savalia	Member	Non-Executive Independent Director
Chirag Chandulal Patel	Member	Managing Director

During the financial year 2024-25, there were 4 (Four) Audit Committee
meetings held on (01) 22/06/2024 (02) 25/09/2024 (3) 12/11/2024 and (4)
01/03/2025 and all these meetings were attended by all its members.

All the recommendations made by the Audit Committee during the Financial
Year 2024-25 were accepted by the Board.

(C) Nomination & Remuneration Committee Meeting of Board of Directors

The Company has formed Nomination and Remuneration Committee vide
Board Resolution dated 20/06/2024 as per applicable provisions of the
Companies Act, 2013 read with Rule made there under and Regulation 19 of
SEBI Listing Regulations.

As on 31st March, 2025 the Company''s Nomination and Remuneration
Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Naveen Kumar Mandovara	Chairman	Non-Executive Independent Director
Poonam Neelendu Savalia	Member	Non-Executive Independent Director
Dilipkumar Ratilal Patel	Member	Non-Executive Director

During the financial year 2024-25, there were 2 (Two) Nomination and
Remuneration Committee Meetings held on (1) 25/09/2024 and (2)
12/11/2024 and all these meetings were attended by all its members.

(D) Stakeholders Relationship Committee Meeting of Board of Directors

The Company has formed Stakeholders Relationship Committee vide Board
Resolution dated 20/06/2024 as per the applicable provisions of Section
178(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting
of Board and its power) Rules, 2014 and Regulation 20 of SEBI Listing
Regulations.

As on 31st March, 2025 the Company''s Stakeholders Relationship Committee
comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Dilipkumar Ratilal Patel	Chairman	Non-Executive Director
Naveen Kumar Mandovara	Member	Non Executive
		Independent Director
Pankaj Shantilal Dadhaniya	Member	Whole-Time Director

During the financial year 2024-25, there were 2 (Two) Stakeholders Relationship
Committee Meeting held on (1) 25/09/2024 and (2) 12/11/2024 and all these
meetings were attended by all its members.

(E) Corporate Social Responsibility Committee Meeting of Board of Directors

The Company has formed Corporate Social Responsibility Committee vide
Board Resolution dated 20/06/2024 as per the applicable provisions of the
Companies Act, 2013 read with Rule made thereunder and SEBI Listing
Regulations, if any.

As on 31st March, 2025 the Company''s Corporate Social Responsibility
Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Chirag Chandulal Patel	Chairman	Managing Director
Naveen Kumar Mandovara	Member	Non-Executive
		Independent Director
Pankaj Shantilal Dadhaniya	Member	Whole-Time Director

During the financial year 2024-25, there was 1 (One) Corporate Social
Responsibility Committee Meeting held on 18/02/2025 and this meeting was
attended by all its members.

21. General Meetings

During the Year Under review an Annual General Meeting was held on 25
October, 2024 and 3 (Three) Extra Ordinary General Meetings were held on (1)
22/04/2024, (2) 06/05/2024 and (3) 21/06/2024 in compliance to the
provisions of the Companies Act, 2013 and Secretarial Standards issued by the
Institute of Company Secretaries of India.

22. Formal evaluation of the performance of the board, committees of the
board and individual directors under Section 134(3)(P) of The Companies Act,
2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read
with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and
Remuneration Committee has carried out the annual evaluation of Individual
Directors of the Company; and the Board of Directors has carried out the annual
evaluation of the performance of the Board and its Committees and
Independent Directors. Further, Independent Directors also reviewed the
performance of the Non-Independent Director and Board as a Whole and
performance of the Chairman. The evaluation sheet for evaluation of Board,
committees and Directors/Chairman were circulated to the respective
meetings of the Board, Nomination and remuneration Committee and
Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board,
its committees, performance of duties and obligations, governance issues etc.
The performance of the committees is evaluated based on adequacy of terms
of reference of the Committee, fulfilment of key responsibilities, frequency and
effectiveness of meetings etc. The performance of individual Directors and
Chairman was also carried out in terms of adherence to code of conduct,
participation in board meetings, implementing corporate governance practices
etc.

The Independent Directors are evaluated based on their participation and
contribution, commitment, effective deployment of knowledge and expertise,
effective management of relationship with stakeholders, integrity and
maintenance of confidentiality and independence of behavior and judgment.

23. Familiarization Program for Independent Directors:

On appointment, the concerned Directors were issued a Letter of appointment
setting out in detail, the terms of appointment, duties, responsibilities and
expected time commitments. Familiarization Program for Independent
Directors includes regular industry trend updates, site visits, pertinent training
programs, information access, and frequent interactions with senior
management. Your Company is working to cultivate an enlightened and
involved Board that supports efficient governance and value creation by
actively engaging independent directors and providing them with the necessary
resources.

24. 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(3) of The Companies (Accounts) Rules,
2014, is attached to this Report as "Annexure - A".

25. Particulars of Employees:

The information required pursuant to Section 197 of Companies Act, 2013 read
with Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is attached as
"Annexure - B" to this report.

26. Details of Subsidiary, Joint Venture or Associate Companies:

As on March 31,2025 the company does not have any Subsidiary, Joint Venture
or Associate Company.

27. Internal Control and their Adequacy

The Company has a well-established internal control system. The Company
strives to maintain a dynamic system of internal controls over financial
reporting to ensure reliable financial record-keeping, transparent financial
reporting and disclosure and protection of physical and intellectual property.

28. Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where
the amount to be spent under Corporate Social Responsibility (CSR) by a
company does not exceed fifty lakh rupees, the requirement under Section
135(1) for constitution of the Corporate Social Responsibility Committee is not
applicable and the functions of such committee provided under Section 135 of
the Act, are discharged by the Board of Directors of the Company. The function
of CSR Committee is discharged by the Board under the provisions of Section
135(9) of the Act. Accordingly, the Board has approved the Corporate Social
Responsibility (CSR) Policy. CSR Policy is available on the website of the
Company at https://www.aeroncomposite.com/investorrelations.html

The Annual Report on CSR Activities during the financial year 2024-25 forming
part of this Board''s Report is annexed herewith as "Annexure- C" to this report.

29. Related Party Transactions:

All the related party transactions that were entered during the financial year
were in the ordinary course of business of the Company and were on arm''s
length basis. There were no materially significant related party transactions
entered by the Company with its Promoters, Directors, Key Managerial
Personnel or other persons which may have potential conflict with the interest
of the Company and all Related Party transactions are placed before the Audit
Committee for approval.

The policy on Related Party Transactions as approved by the Board of Directors
is uploaded on the website of the Company
https://www.aeroncomposite.com/investorrelations.html

Details of material related party Transactions, if any, i.e. transactions exceeding
ten percent of the annual consolidated turnover as per the last audited financial
statements: - There is no any such material related party transactions.

The details of the related party transactions for the financial year 2024-25 is
given in notes of the financial statements, forming part of this Annual Report.

30. Auditors

I. Statutory Auditors:

The Members of the Company, at the 13th Annual General Meeting (AGM) held
on 25th October, 2024 approved appointment of M/s. Dinesh R. Thakkar & Co.,
Chartered Accountants, as Statutory Auditors for a term of five consecutive
years from the conclusion of 13th AGM to the conclusion of 18th Annual
General Meeting.

The Audited Standalone financial results for the year ended March 31, 2025
have been prepared in accordance with the recognition and measurement
principles as per Accounting Standards ("AS"). The Notes to the financial
statements referred in the Auditors'' Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013.
The report given by the Statutory Auditors on the financial statements of the
Company is a part of this Annual Report.

There were no qualifications, reservations, and adverse remark given by the
Statutory Auditors in their Report.

Reporting of frauds by Statutory Auditors:

During the year under review, the Auditors have not reported any instances of
fraud under Section 143(12) of the Act, committed against the Company by its
officers or employees, to the Audit Committee or the Board, the details of which
would be required to be mentioned in the Directors'' Report.

II. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules
thereof, the Company has appointed M/s M. A. Nakrani & Associates, Practicing
Company Secretary, Ahmedabad (Firm Registration No.: S1993GJ11100) to
conduct a Secretarial Audit for the year 2024-25. The Secretarial Audit Report
for the year ended March 31,2025 is annexed herewith as "Annexure - D" to this
Board''s Report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014, the Board appointed M/s. G B & Co.,
Chartered Accountants, Ahmedabad as an Internal Auditor of the Company for
conducting internal audit of the Company for F.Y. 2024-25.

IV. Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules
thereof the Board of Directors of the Company has appointed Mr. Alok Sharma,
Cost Accountants, Ahmedabad (Firm Registration No.: 100974) as the Cost
Auditor of the Company to audit the cost records of the Company for the
financial year ending at March 31, 2025. Further, as per Section 148 of the
Companies Act, 2013, the remuneration payable to the Cost Auditor will be
placed for ratification/approval of Members at the 14th Annual General
Meeting. The Company has maintained the cost accounts and records in
accordance with provisions of Section 148 of the Companies Act, 2013 and
rules thereof.

31. Material order passed by regulators/courts/tribunals:

There was no material order passed by Regulators/Courts/Tribunals during the
year under review impacting the going concern status and company''s
operations in future.

32. Deposits:

The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet as per section 73 and 76 of the
companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014.

33. Corporate Governance Report:

As per regulation 15(2) of the Listing Regulation, the Compliance with the
Corporate Governance provisions shall not apply in respect of the following
class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10
Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the
previous financial year;

b) Listed entity which has listed its specified securities on the SME
Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence
compliance with the provisions of Corporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the financial
year 2024-25.

34. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the financial year under
review as stipulated under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forming part of this Annual
Report.

35. Particulars of Loans, Guarantees or Investments made under Section 186
of The Companies Act, 2013:

During the financial year under report the company has not made any loan,
investment etc. under Section 186 of the Companies Act, 2013 and rules made
there under hence no disclosure.

36. Material changes affecting the financial position of the company:

No material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company
to which the Financial Statements relate and the date of this report.

37. Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements
in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,
2013, which states:

a) In the Preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to material
departures;

b) 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 the state of affairs of the Company
as at the end of the financial year and of the profit /loss of the Company for that
period;

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

d) The Directors have prepared the Annual Accounts on a going concern basis;

e) The Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and

f) 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.

38. Adequacy of Internal Financial Control:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014
re-emphasizes the need for an effective Internal Financial Control system in the
Company which should be adequate and shall operate effectively. The Company has
devised proper system of internal financial control which is commensurate with size and
nature of business. The Company has an Audit Committee headed by the Independent
Director, inter-alia, to oversee company''s financial reporting process, disclosure of
financial information, and reviewing the performance of statutory and internal auditors
with management. Further, the Board had appointed Internal Auditor of the Company for
the financial year 2024- 25 pursuant to the provisions of Section 138 of the Companies
Act, 2013.

39. Compliance With Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively. During the year
under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

40. Annual Return:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 read with rules made there under, as amended from time to time, the Annual
Return in Form MGT-7 is available on the website of the Company at
https://www.aeroncomposite.com/investorrelations.html.

41. Disclosure Under Sexual Harassment of Women at Work Place (Prevention,
Prohibition & Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment free workplace
for every individual working. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual
harassment.

Your Company has in place a Prevention of Sexual Harassment (POSH) policy in
accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Your Company has constituted an
Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equal
representation of men and women and is chaired by senior woman of the Company.

The following is the summary of sexual harassments complaints received and disposed
of during the financial year ended March 31,2025.

No. of Complaints Received - Nil

No. of Complaints disposed of - Nil

No. of Cases Pending for more than 90 Days - Nil

42. Risk Management and its Policy:

Your Company''s Risk Management practice seeks to sustain the long-term vision and
mission of your Company. It continuously evaluates the various risks surrounding the
business and seeks to review and upgrade its risk management process. To further
endeavor, your Board constantly formulates strategies directed at mitigating these risks
which get implemented at the Executive Management level and a regular update is
provided to the Board.

The Risk Management System is fully aligned with the corporate and operational
objectives. There is no element of risk which in the opinion of the Board that may
threaten the existence of the Company.

43. Whistle Blower Policy/Vigil Mechanism:

The Company has established a whistle blower policy/ Vigil mechanism in compliance
with the provision of Section 177(10) of the Companies Act, 2013 for the genuine
concerns expressed by the employees and Directors about the unethical behavior, actual
or suspected fraud or violation of the Company''s Code of Conduct.

The Company provides adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The Board has approved the policy for vigil mechanism
which is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.

44. Proceedings Initiated/ Pending against the Company under The Insolvency and
Bankruptcy Code, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.

45. Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a
functional website namely https://www.aeroncomposite.com/ containing basic
information about the Company. The website of the Company is also containing

information like Policies, Financial Results, Annual Reports and information of the
designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company, etc.

46. Business Responsibility Report

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility
Report is not applicable to your Company.

47. The 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 above clause is not applicable to your Company as your Company has not entered
into any settlement from Banks or Financial Institutions during the year under review.

48. Dematerialization of Shares:

During the year under review, all the equity shares were dematerialized through
depositories viz. National Securities Depository Limited and Central Depository Services
(India) Limited, which represents 100% of the total paid-up capital of the Company.

49. Meeting Of Independent Directors:

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the
independent directors of the Company shall hold at least one meeting in a financial year,
without the attendance of non-independent directors and members of the Management.

During the year under review, the Independent Directors met on 12/11/2024 inter alia, to:

1) Review the performance of the Non- Independent Directors and the Board
of Directors as a whole.

2) Review the performance of the Chairman of the Company, taking into the
account of the views of the Executive and Non- Executive Directors.

3) Assess the quality, content and timeliness of flow of information between
the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the
independent directors discussed, among other matters, the performance of the
Company and risks faced by it, the flow of information to the Board, competition,
strategy, leadership strengths and weaknesses, governance, compliance, Board
movements, succession planning, human resources matters and the performance of
the executive members of the Board, and the Chairman.

The Board is satisfied with the integrity, expertise and experience (including the
proficiency) of the independent directors and their contributions towards the
enhancement of operations of the Company.

50. Disclosures Under Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended, and ensures that all eligible women employees are extended the benefits and
protections mandated under the Act, including paid maternity leave and other
entitlements. The Company also promotes a gender-inclusive workplace and is
committed to supporting the health and well-being of women employees through
appropriate workplace policies and practices.

51. Disclosure requirements for certain types of agreements binding listed entities
under regulation 30A (2) of SEBI LODR.

There are no agreements entered into by the shareholders, promoters, promoter group
entities, related parties, directors, key managerial personnel, employees of the listed
entity or of its holding, subsidiary or associate company, among themselves or with the
listed entity or with a third party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the
listed entity or impose any restriction or create any liability upon the listed entity as on the
date of notification of clause 5A to Para A of Part A of Schedule III of SEBI LODR.

52. Code Of Conduct

The Board of Directors of the Company has adopted a Code of Conduct for Directors and
Senior Management and the same is posted on the website of the Company at
https://www.aeroncomposite.com/investorrelations.html.

53. Acknowledgement:

Your directors place on records their sincere thanks to employees and workers, bankers,
business associates, consultants, and various Government Authorities for their
continued support extended to your Companies activities during the year under review.
Your directors also acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.

For and on behalf of Board of Directors of,

AERON COMPOSITE LIMITED

(Formerly known as Aeron Composite Private Limited)

Sd/- Sd/-

Chirag Chandulal Patel Ravi Pankajkumar Patel

Managing Director Whole Time Director

DIN:03380703 DIN:03427590

Date: 20/08/2025
Place: Ahmedabad

---

Mar 31, 2024

Your Directors have pleasure in presenting the 13^th Board’s Report based on the Audited Financial Statements of the company for the Financial Year ended on ended March 31st, 2024.

1.	FINANCIAL SUMMARY AND HIGHLIGHTS			(Rs in La
	Particulars		Standalone
			March 31st, 2024	March 31st, 2023
	Revenue from operations		19972.98	17938.42
	Other Income		195.44	260.84
	Total Revenue		20168.42	18199.26
	Finance costs		129.84	159.61
	Depreciation and amortization expenses		222.31	162.27
	Other expenses		4446.63	3287.62
	Total Expenses		18717.98	17242.45
	Profit /loss before Tax Expense		1450.43	956.81
	Less: Tax Expenses
		Current Tax	435.00	313.00
		Deferred Tax	4.63	(17.19)
	Profit /loss for the year		1010.80	661.00
	Earnings per share for continuing operation
		Basic Rs.	64.53	45.90
		Diluted Rs.	64.53	45.90

2. Brief description of the Company’s working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 19972.98 Lakh as against Rs. 17938.42 Lakh in the previous year. The Profit after Tax for the year stood at Rs. 1010.80 Lakh as compared to profit of Rs. 661.00 lakh in the previous year.

3. State of Company’s Affairs

The company is being managed under the supervision and control of the board of directors of the company.

The company is engaged in the business of manufacturer, producer, processor, inventors, converter, importer, exporter, trader, buyer, seller, retailer, wholesaler, supplier, stockiest, agent, sub-agent, merchant, distributor, assembler jobber of or otherwise deal in all kinds of Glass Fiber Reinforce Polymer/Fiber Reinforce Polymers Products including but not limited to FRP/GRP Structural Profiles, FRP Deck, FRP Handrail, FRP Fencing, FRP Ladder, Cable Clamps, FRP Canopy, FRP Stairs/Crossovers, FRP Cross Arm, FRP/GRP Pultruded Gratings, FRP/GRP Moulded Gratings, GRP/FRP pipes, GRP/FRP Pole, GRP/FRP Tank, Reinforced Plastic Rods, Fiber Reinforced Rods, Rigid fiber reinforced plastic rods and long splice free plastic reinforced rods. Also supplies of optical fiber cable, power cables, telecom equipment, fiber reinforced insulation tubes, fiber reinforced polymer products such as roofing sheets, fiber glass roofs and prefabricated shelters., FRP tanks, industrial tanks, fiber reinforced plastic tanks and industrial fiber reinforced plastic tanks, fiber reinforced plastic cable trays, channel type cable trays, FRP cable trays, perforated cable trays and perforated channel type cable trays etc. and following major event has occurred during the year

The company has acquired land at Village Jomang, District Mehsana, Gujarat, India and commenced the land development and construction work thereon to relocate the entire manufacturing facility from the existing premises to the new factory premises.

4. Dividend

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company’s future expansion.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31st, 2024, the Company has not transferred any amount to General Reserve Account. Therefore, your Company retained the balance of profit to Surplus / (Deficit) in Statement of Profit and Loss Accounts of the Company.

6. Share Capital Authorized Capital:

During the financial year the Authorized Share Capital of the company was Rs. 3,75,00,000/- divided into 30,00,000 equity shares Rs. 10 each and 7,50,000 preference shares of Rs. 10 each.

Issued, subscribed and paid-up share capital:

During the financial year the issued, subscribed and paid-up share capital of the Company was Rs. 1,56,65,000/-

The company has made right issue of 3,25,000 Equity shares @125/- on 20/09/2022, out of which only 2,66,500 shares were subscribed by shareholders. Later, the unsubscribed portion i.e. 58,500 equity shares of Rs. 10/- was cancelled vide ordinary resolution dated 30/10/2023.

7. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

8. Initial Public Offer of Equity Shares

During the financial year ended on 31/03/2024 the company has not offered any security for subscription to the public.

9. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

10. Particulars of Loans. Guarantee or Investments

During the year under review there was no transactions under Section 186 of the Companies Act, 2013 and rules made there under. However, the company has granted loan of Rs. 32.55 Lac to its employees.

11. Subsidiary / Associate / Joint Venture companies

During the year under review, no company/body corporate/any other entity have become or ceased to be the subsidiary Joint Ventures or Associate Companies.

12. Change in the nature of business

During the year under review there was no change in the nature of business.

13. Material changes and commitments affecting the financial position of the Company after the completion of the financial year.

a) The company was converted from Private Limited to Public Limited w.e.f. 19/06/2024

b) The Authorized Share Capital of the company has been increased from Rs. 37500000 to Rs. 200000000 divided into 19250000 equity shares of Rs. 10/- each ranking pari passu in all respect with existing equity shares of the company and 750000 preference shares of Rs. 10/-each.

c) The company has issued and allotted 10965500 equity shares of Rs.10/- each as Bonus Shares in the ratio of new 7 equity shares for every 1 equity share held by shareholders of the company.

d) The company has issued 4488000 equity shares of Rs.10/- each for cash at a premium of Rs. 115/- per share aggregating to Rs. 561000,000/- through Initial Public Offer opened on 28/08/2024 and closed on 30/08/2024.

e) The issued, subscribed and paid-up share capital of the Company has been increased from Rs. 37500000/- to Rs. 170200000/-

f) The entire share capital of 17020000 Equity shares of the company have been listed and admitted to dealings on the EMERGE SME platform of the National Stock Exchange of India Limited w.e.f. September 04, 2024

g) The Company has installed state-of-the-art about 1.25 MW DC Capacity & 1 MW AC Capacity solar power plant at its new factory, situated at Jornang, Gujarat, India.

Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

14. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Out Goes;

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure -I to the Board’s report.

16. Directors and Key Managerial personnel and Changes.

The Board of Directors of the Company comprises of following Directors and Key Managerial Personnel as on the date of this report.

Sr. No.	Name of Director & Key Managerial personnel	Designation	DIN
01	Dilipkumar Ratilal Patel	Chairman & Non -Executive Director	00314623
02	Chirag Chandulal Patel	Managing Director	03380703
03	Pankaj Shantilal Dadhaniya	Whole Time Director	02100802
04	Ravi Pankajkumar Patel	Whole Time Director	03427590
05	Naveen Kumar Mandovara	Non-Executive Independent Director	02817059

	06	Poonam Neelendu Savalia	Non-Executive Independent Director	06791412
	07	Sanjaykumar Jyestharam Oza	CFO	-
	08	Vijay Mahendrabhai Dakshini	Company Secretary	-

Mr. Dilipkumar Ratilal Patel (DIN: 00314623), retires by rotation at the 13^th AGM and being eligible, offers himself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolution seeking shareholder’s approval for his re-appointment forms part of the notice of 13 ^th AGM.

Changes in the Constitution of the Board of Directors of the Company and KMP after the closure of financial year.

a) Mr. Naveen Kumar Mandovara (DIN: 02817059) and Mrs. Poonam Neelendu Savalia (DIN: 06791412) have been appointed as additional independent directors of the Company w.e.f. 20/06/2024 and both of them appointed as independent directors of the Company w.e.f. 21/06/2024.

b) Designation of Mr. Pankaj Shantilal Dadhaniya (DIN: 02100802) Changed from director to Whole Time Director w.e.f. 21/06/2024.

c) Designation of Mr. Ravi Pankajkumar Patel (DIN: 03427590) Changed from director to Whole Time Director w.e.f. 21/06/2024.

d) Designation of Mr. Dilipkumar Ratilal Patel (DIN: 00314623) Changed from Chairman & Director to Chairman & Non-Executive Director w.e.f. 21/06/2024

e) Mr. Sanjaykumar Jyestharam Oza has been appointed as CFO of the company w.e.f. 20/06/2024.

f) Mr. Vijay Mahendrabhai Dakshini has been appointed as Company Secretary of the company w.e.f. 20/06/2024.

g) Mr. Pankajkumar Ratilal Patel (DIN: 00314964) ceased to be a director upon resignation from the position of Director of the Company w.e.f. 01/04/2024. The Board places on record the appreciation for services during his tenure as a director of the Company.

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors:

The status of the company has been changed from unlisted to listed entity w.e.f. 04^th September 2024 and hence the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was not applicable during the financial year ended on 31/03/2024.

However after the closure of financial year and before the date of this report the Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated.

Nomination and Remuneration Policy:

Pursuant to the provisions of section 178 of the Companies Act, 2013 and rules made there under and SEBI LODR in this aspect was not applicable, however the board has constituted Nomination and Remuneration Policy after the closure of financial year.

The NRC plays a critical role in shaping the governance and leadership structure of the company, ensuring that the right individuals are in key positions and that their compensation aligns with both company goals and regulatory standards. The Company Secretary of the Company is also the secretary of the Nomination and Remuneration Committee.

The terms of reference in brief for Nomination and Remuneration Committee can be accessed via: https: //www.aeroncomposite.com/investorrelations.html.

The Nomination and Remuneration Committee was constituted on 20/06/2024 since then there is no change in the Composition, following is the Composition of the Committee as on the date of this report.

Name of the Director	Status in Committee	Nature of Directorship
Naveen Kumar Mandovara	Chairman	Independent Director
Poonam Neelendu Savalia	Member	Independent Director
Dilipkumar Ratilal Patel	Member	Non-Executive Director

During the Financial Year ended on 31^st March 2024, no meeting of the Nomination and Remuneration Committee meeting were held as the committee was formed after the closure of financial year.

Particulars of Employees:

The company was unlisted entity during the financial ended on 31^st March, 2024 and hence the provisions of section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable.

17. Declaration by independent directors

All Independent Directors were appointed after the closing of the financial year and given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

18. Board Meetings and participation of directors
	Sr. No.	Name and DIN of the Directors	Designation	Number of Board meetings during the year 2023-24
				Held	Attended
	01	Dilipkumar Ratilal Patel (DIN:00314623)	Chairman & Director	15	15
	02	Chirag Chandulal Patel (DIN: 03380703)	Managing Director	15	15
	03	Pankaj Shantilal Dadhaniya (DIN: 02100802)	Director	15	14
	04	Ravi Pankajkumar Patel (DIN: 03427590)	Director	15	11
	05	Pankajkumar Ratilal Patel (DIN: 00314964)	Director	15	15

Constitution of Committees

Since the company was an unlisted entity during the Financial Year ended on 31/03/2024, the provisions for constitution of various committees were not applicable.

However, the Company has constituted the following committees after the end of the financial year ended on 31/03/2024 and up to the date of this report and Board of Directors may, from time to time constitute Committees for various functions.

The details of composition of the committees is as under:

(1) Audit Committee

Name of the Committee Members	Designation
Naveen Kumar Mandovara	Chairman
Poonam Neelendu Savalia	Member
Chirag Chandulal Patel	Member

(2) Nomination and Remuneration Committee
	Name of the Committee Members	Designation
	Naveen Kumar Mandovara	Chairman
	Poonam Neelendu Savalia	Member
	Dilipkumar Ratilal Patel	Member

(3) Stakeholder Relationship Committee
Name of the Committee Members	Designation
Dilipkumar Ratilal Patel	Chairman
Naveen Kumar Mandovara	Member
Pankaj Shantilal Dadhaniya	Member

(4) Corporate Social Responsibility Committee
Name of the Committee Members	Designation
Chirag Chandulal Patel	Chairman
Pankaj Shantilal Dadhaniya	Member
Naveen Kumar Mandovara	Member

During the year, the Company has conducted following General Meeting
Type of General Meeting	Date of General Meeting	Mode of Meeting
Annual General Meeting	28/09/2023	Physical
Extra Ordinary General meeting	30/10/2023	Physical

19. Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

20. Policy Relating to Directors Appointment and Remuneration

Since the company was an unlisted entity during the Financial Year ended on 31/03/2024, the provisions relating to appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act read with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 were not applicable.

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company’s web site: https://www.aeroncomposite.com/investorrelations.html after the end of financial year 31^st March, 2024.

21. Directors’ Remuneration

During the year the Company has paid remuneration to its Directors as more particularly described in notes to accounts of Audited Financial Statement.

22. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

a) In the preparation of the annual accounts for the year ended March 31st, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors’ have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2024 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

23. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior approval of the Board and / or members wherever it was required. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year. All the related party transactions were entered by the Company in ordinary course of business and were in arm’s length basis.

24. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present statutory auditor’s M/s. B H MANGAROLIA & CO., Chartered Accountant, FRN: 155972W who were appointed by the shareholders of the company at the AGM held on 30/09/2019 for a period of 5 years from 2019-20 to 2023-24 and completed their appointment period and the company is required to appoint another statutory auditor in their place from the financial year 2024-25.

The board has obtained the consent and declaration of eligibility from M/s. Dinesh R Thakkar & Co., Charted Accountants of Ahmedabad for their appointment as a statutory auditors for a period of 5 years from the financial year 2024-25 to 2028-29 subject to approval of members at their ensuing Annual General Meeting.

The board of directors recommend their appointment as a statutory auditors

25. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended March 31^st 2024. All the items on which the Auditors’ have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. With respect to remarks by the statutory auditors regarding delay in depositing amount of dividend in a separate bank account as required as per section 123(4) of the Companies Act, 2013 it is hereby clarified that the delay occurred due to time taken by the bank in opening a Dividend account of the company only and not on the part of management. The management assure for timely compliance in future.

26. Secretarial Auditor’s Report

Since the securities of the company got listed on National Stock Exchange of India (NSE Emerge) Platform w.e.f. 04/09/2024 hence the provision of issue of Secretarial Audit Report is not applicable to the company for the financial year ended on 31^st March 2024.

27. Internal Auditors Report

The provisions of Section 138 of the Companies Act, 2013 and Rules made there under, was not applicable to the company for the financial year ended on 31st March 2024.

28. Cost Auditor

As per provision of section 148(3) of Companies Act,2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s Alok Sharma & Company, Cost Accountants (Registration Number 20551) Ahmedabad as cost auditor to audit the cost records of the company for the financial year 2023-24.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2024-25 forms part of this notice.

29. Annual Return

Pursuant to the requirement under section 134(3) (a) and 92(3) of the Companies Act, 2013 (‘the Acf), it is hereby reported that the Company is maintaining website https://www.aeroncomposite.com/index.html and the copy of form MGT-7 Annual Return for year ended March 31st, 2024 is also placed on it.

30. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

31. Corporate Social Responsibility

The provisions of section 135 of Companies Act, 2013 was applicable but the requirement of constitution of CSR Committee was not applicable during the financial year ended on 31^st March 2024. However, the company has constituted CSR committee after the closure of financial year.

The company has incurred entire CSR obligation of Rs. 1203017/- within the prescribed period, details of which is given in notes to the Audited Financial Statement.

The Annual Report on CSR is enclosed as Annexure -II to the Board’s report

32. Corporate Governance:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders.

Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies listed on the SME Platform. Since our company has registered on the SME platform of the NSE the requirement of Corporate Governance does not apply to us.

33. Management Discussion & Analysis Report:

Since the company was unlisted entity during the financial year ended on 31^st March, 2024, Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015”) was not applicable. However as a part of good corporate governance The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015”) is annexed herewith as Annexure III

34. Code of Conduct

The requirement of Code of Conduct was not applicable during the financial year ended on 31^st March 2024, however the company has adopted the Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website at

https://www.aeroncomposite.com/investorrelations.html after the end of the financial year ended on 31^st March, 2024.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

35. Reporting of frauds by auditors

For the financial year 2023-24, the statutory auditors has not reported to the board, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

36. Vigil Mechanism/Whistle Blower Policy

The requirement of establishment of Vigil Mechanism for the Directors and Employees of the Company was not applicable during the financial year ended on 31^st March 2024, however in compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https: / /www. aeroncomposite. com / pdf/Corporate- Policies/whistle-blower-policy.pdf.

37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. Neither were any complaints filed during FY 2023-24 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

38. Appointment of RTA

M/s Maashitla Securities Private Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013.

All the Equity Shares of the company as on the date of this report is in demat form and none of shareholders holding shares in physical form.

39. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

40. Listing with Stock Exchange

During the financial year ended on 31^st March 2024 the securities of the company was not listed on any of the exchange, however the equity shares of the company got listed at SME platform of National Stock Exchange of India on 04^th September, 2024.

The company has filed Form CRF with ROC for change in CIN of the company consequent to the listing of security of the company but the approval is pending for updation. Therefore the present CIN is indicating the category of the company as unlisted public limited company.

41. Prevention of Insider Trading

During the financial year ended on 31^st March 2024 the provisions of insider trading was not applicable. However the company is complying the regulation after the listing of its securities on NSE Emerge.

42. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

43. Compliances of Applicable Secretarial Standards

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India wherever it was applicable.

44. Since the company was unlisted entity during the financial year ended on 31^st March, 2024, the disclosure of the 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 is not applicable.

45. Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act’) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules’), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

46. Disclosure Relating To Equity Shares With Differential Rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

47. Disclosure Relating To Sweat Equity Shares

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

48. Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. We are deeply grateful for the confidence and faith that all concerned have always reposed in us.