డైరెక్టర్ల నివేదిక Aimtron Electronics Ltd.

Your Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended 31^st March, 2026.

1. Financial summary

The financial results for the year are as under:

Standalone:

Consolidated:

2. Dividend

The Board of Directors'' does not recommend any
dividend for financial year ended on 31^st March, 2026.

3. Reserves

Your Board does not propose to carry to any reserves
for the financial year 2025-26.

4. Brief description of the Company''s working
during the year/State of Company''s affair

On a standalone basis, the turnover during the year
2025-26 was H 25,713.41 lakhs compared to H 15,830.73
lakhs of previous year 2024-25 which shows increase of

H 9,882.68 (62.43%). There is profit of H 3,916.15 (after
tax) during the year 2025-26 compared to profit of
H 2,573.77 lakhs (after tax) during the year 2024-25.

On a consolidated basis, the turnover during the year
2025-26 was H 30,115.92 lakhs compared to H 15,918.38
lakhs of previous year 2024-25 which shows increase
of H 14,197.54 (89.19%). There is profit of H 4,597.30
(after tax) during the year 2025-26 compared to profit of
H 2,563.09 lakhs (after tax) during the year 2024-25.

5. Change in the nature of business, if any

There is no change in the nature of business during the
financial year 2025-26.

6. Material changes and commitments, if any,
affecting the financial position of the company
which have occurred between the end of the
financial year of the company to which the financial
statements relate and the date of the report.

No material changes occurred subsequent to the close
of the financial year of the Company to which the
balance sheet relates and the date of the report.

7. Details of significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
company''s operations in future

No significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and company''s operations in future
during the financial year and or subsequent to the
close of the financial year of the Company to which the
balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal
financial controls with reference to the
Financial Statements

Internal controls consist of a set of rules, policies, and
procedures designed to provide reasonable assurance
for achieving the organization''s objectives in operational
effectiveness and efficiency, reliable financial reporting,
and compliance with laws, regulations, and policies.
Your company''s internal control systems are aligned
with the size and nature of its operations, which record
transactions and activities; safeguard against misuse
or loss of the company''s assets; enhance the efficiency
of plant operations; and promote transparency and
accuracy in financial reporting.

The reports of the Internal Auditor are reviewed by the Audit
Committee. The Audit Committee also reviews adequacy
of internal controls, system and procedures, insurance
coverage of assets from various risks and steps are taken
by the Auditors of the Company for internal financial
controls with reference to the Financial Statements.

9. Details of Subsidiary/Joint Ventures/Associate
Companies

Your Company has following subsidiaries during the
year under review:

Your Company has no Joint Ventures or Associate
Companies during the year.

10. Performance and financial position of each of
the subsidiaries, associates and joint venture
companies included in the consolidated
financial statement, if any.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 (''Act''), the Company has prepared
consolidated financial statements of the Company and
its subsidiary, which form part of this Annual Report.

Financial performance of the subsidiaries for the year
ended on 31^st March, 2026 are as under:

1. Aimtron Mechatronics Private Limited: (J in lakhs)

2. Aimtron Electronics LLC, Texas - Wholly owned subsidiary:

The financial statements, including the consolidated
financial statements and related information of the
Company and financial statements of the subsidiary
companies, are available on the website of the company
at www.aimtron.in.

Further, the report on the performance and financial
position of the Subsidiary and salient features of its
Financial Statements in the prescribed Form AOC-1 is
annexed with the consolidated financial statements.

Your Company has no Joint Ventures or Associate
Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the
year and there was no deposit at the beginning of the
year. Therefore the details relating to deposits, covered
under Chapter V of the Act is not applicable.

However, the Company has accepted unsecured loans from
Directors of the Company and the opening balance was
H 64.06 lakhs and the closing balance was H 49.06 lakhs.

12. Statutory Auditors & Internal Auditors
Statutory Auditors:

M/s SPVP & Co LLP, Chartered Accountants have
been appointed for a period five years pursuant to the
provisions of section 139 of the Companies Act 2013
at the Annual General Meeting held on 16^th September,
2025 and is eligible to act as statutory auditor for the
current financial year.

Internal Auditors:

As per section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 Board has appointed
M/s. CNK & Associates LLP, Chartered Accountants as
Internal Auditors of Company for F.Y. 2025-26 at the
meeting of the board of directors held on 23^rd April, 2025.

13. Auditors'' Report

The observations of the Auditors are explained, wherever
necessary, in an appropriate note to the Audited
Statement of Accounts. No qualification, reservation
or adverse remark or disclaimer has been made by the
auditor in their auditors'' report for the year 2025-26 by

(i) by the Statutory auditor in their report; and

(ii) by the company secretary in practice in their
secretarial audit report;

14. Share Capital
Authorized Capital:

During the year under review, there was no change in
the authorized share capital of the Company, which

Issued, Subscribed & Paid-Up Capital:

At the beginning of the financial year, the issued,
subscribed and paid-up equity share capital of the
Company stood at H 20,41,38,250/- divided into
2,04,13,825 equity shares of H 10 each.

The Company did not issue any equity shares, securities,
stock options or sweat equity shares during the year
under review, except the Company issued and allotted
13,89,388 (Thirteen lakhs Eighty-Nine Thousand Three
Hundred Eighty-Eight) warrants convertible into 1 (One)
Equity Share of face value of ?10/- (Rupees Ten Only)
each ("the Equity Shares") at a Premium of ?670.64/-
each to promoter and non-promoter category on a
preferential basis at an issue price of Rs. 680.64/-
(Six Eighty Rupees and 64 Paisa) aggregating to Rs.
94,56,73,048.32/- (Rupees Ninety-Four Crores Fifty-
Six Lacs Seventy-Three Thousand Forty-Eight and
Thirty-Two paisa only), upon receipt of 25% of the said
aggregating amount i.e Rs. 23,64,18,262.08/- (Twenty-
Three Crores Sixty-Four Lakhs Eighteen Thousand Two
Hundred Sixty-Two Rupees and Eight paisa Only) to the
allottees, who have accepted the offer.

Pursuant to the exercise of conversion rights by warrant
holders, 1,95,352 warrants were converted into 1,95,352
equity shares on 7^th January, 2026. Consequently, the
issued, subscribed and paid-up equity share capital of
the Company increased to H 20,60,91,770/- divided into
2,06,09,177 equity shares of H 10 each.

Subsequent to the close of the financial year and up
to the date of this Report, a further 2,32,180 warrants
were converted into 2,32,180 equity shares on 27^th April,
2026. Accordingly, the issued, subscribed and paid-up
equity share capital of the Company stands increased
to H 20,84,13,570/- divided into 2,08,41,357 equity
shares of H 10 each.

15. Annual return

As per Section 92 and 134(3) of the Act read with Rule
12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return will be displayed on
Company''s web site i.e.https://www.aimtron.in/
investors/ after filing annual return, on completion of
ensuing annual general meeting, with the Registrar
of Companies within the time stipulated in said
Section 92 of Act.

16. Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are
attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

The Company is required to spend towards corporate social responsibility under Section 135 of the Companies Act, 2013.
The Annual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22^nd
January, 2021 in terms of section 135 of the Companies Act, 2013 is attached herewith (Annexure-D).

The details about the policy developed and implemented by the company on corporate social responsibility is available
at our website at:https://www.aimtron.in/wp-content/uploads/2025/04/Corporate-Social-Responsibility-Policy.pdf

18. Directors & Key Managerial Personnel

A) Following changes incorporated during the
financial year 2025-26:

B) Declaration by an Independent Director(s) and
re- appointment, if any

Declarations

A declaration, by Independent Directors that they
have met the criteria provided in sub-section
(6) of Section 149 of the Companies Act, 2013,
have been received.

The Independent Directors of the Company have
also confirmed compliance of relevant provisions
of Rule 6 of the Companies (Appointments and
Qualifications of Directors) Rules, 2014.

Re-appointments

Mr. Nirmal M Vasani (DIN: 07442862), retires
by rotation at the ensuing annual general
meeting and being eligible offered himself for re¬
appointment as Director.

The Company has received consent and declaration
under form DIR-8 pursuant to Section 164 (2) read
with Rule 14 (1) of Companies (Appointment
and Qualification of Directors) Rules, 2014 from
Mr. Nirmal M Vasani.

Details of Mr. Nirmal M Vasani, Non-Executive
Director seeking re-appointment as per Regulation
36 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulation, 2015 are already annexed to the notice
of the annual general meeting.

C) Formal Annual Evaluation

The Company has devised a policy for
performance evaluation of Independent Directors,
Board, Committees and individual Directors which
includes criteria for performance evaluation of
executive directors and non-executive directors.

In evaluating the suitability of individual Board
members, the Committee may take into account
factors, such as:

i. General understanding of the
Company''s business;

ii. Educational back ground and experience:

iii. Personal and professional ethics,
integrity and values;

iv. Willingness to devote sufficient time and
energy in carrying out their duties and
responsibilities effectively.

d. Opinion of the Board:

Your Board is of opinion that independent directors
of the Company, possess requisite qualifications,
experience and expertise and they hold good
standard of integrity in various fields.

19. Number of meetings of the Board of Directors

During the year from 1^st April, 2025 to 31^st March, 2026
the Board of Directors met on the following dates:

The intervening gap between the Meetings was within
the period prescribed under Companies Act, 2013 and

the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with
the erstwhile Listing Agreement.

20. Audit Committee

The Audit Committee is duly constituted in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of
the Companies (Meeting of board and its power) Rules, 2014. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013.

The members of the Audit Committee of the Company as on 31^st March, 2026 are as under:

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.
The Audit Committee Meetings were duly convened during the year ended 31^st March, 2026 detailed as follows:

21. Details of establishment of vigil mechanism for directors and employees

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy
of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides
for framework and process whereby concerns can be raised by its employees against any kind of discrimination,
harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided
against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in
exceptional cases, is provided to them.

The company or the Audit committee has not received any such concerns or whistleblower reporting during the year. The
Company has a "VIGIL MECHANISM & WHISTLE BLOWER POLICY", the copy of which is available on the website of the
Company athttps://www.aimtron.in/wp-content/uploads/2024/10/Vigil-Mechanism-Whistle-Blower-Policy.pdf

22. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with the Section 178 of the Companies Act,
2013 read with Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.

The members of Nomination and Remuneration Committee of the Company as on 31^st March, 2026 are as under:

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior
Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors
based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and
other senior managerial position and review the performance of the Board of Directors and Senior Management personnel
including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the
committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial
talents, remuneration commensurate with the performance of individual and group and also maintains a balance between

both short and long-term objectives of the company.
The detailed policy can be referred on our website at:
https://www.aimtron.in/wp-content/uploads/2024/10/
Nomination-and-Remuneration-Policy.pdf

The Nomination and Remuneration Committee Meeting
was duly convened during the year ended 31^st March,
2026 as detailed below:

23. Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee is
constituted in accordance with the Section 178(5) of
the Companies Act, 2013.

The members of Stakeholders Committee of the
Company as on 31^st March, 2026 are as under:

The Stakeholders'' Relationship Committee Meeting was
duly convened during the year ended 31^st March, 2026:

24. Particulars of loans, guarantees or investments
under section 186:

During the year under review, the Company has not
provided any loans, guarantees or securities under

Section 186 of the Companies Act, 2013 to any person
or body corporate, except loans granted to employees in
accordance with the Company''s employee loan policy.

The particulars of loans to employees and investments
covered under Section 186 of the Act are disclosed in the
financial statements forming part of this Annual Report.

During the financial year, the Members of the Company
accorded their approval by way of special resolutions
by way of postal ballot through e-voting on 10^th
December, 2025 for:

• increasing the limits for making loans, giving
guarantees, providing securities and making
investments under Section 186 of the Companies
Act, 2013 up to an aggregate amount of Rs.
1,100 Crores (Rupees One Thousand One
Hundred Crores only);

• authorising the Board of Directors under Section
180(1)(c) of the Companies Act, 2013 to borrow
monies, apart from the temporary loans obtained
from the Company''s bankers in the ordinary course
of business, up to an aggregate outstanding
amount not exceeding Rs. 200 Crores (Rupees
Two Hundred Crores only); and

• authorising the Board of Directors under Section
180(1)(a) of the Companies Act, 2013 to create
such mortgages, charges and/or hypothecation on
the Company''s movable and immovable properties,
both present and future, in favour of lenders and
security trustees, for securing borrowings, up to an
aggregate amount not exceeding Rs. 100 Crores
(Rupees One Hundred Crores only).

25. Particulars of contracts or arrangements with
related parties:

During the year under review, pursuant to the 4^th proviso
of Section 188(1) of the Companies Act, 2013, the
Company has entered into transactions with related
parties that are in the ordinary course of business and
on arm''s length basis mentioned below:

Therefore, the related party transactions executed do
not require any approval of the Board of Directors or
shareholders under the Section 188 of the Act. However,
the Company has taken necessary omnibus approvals
from the Audit Committee for executing related party
transactions during the period under review.

The Members of the Company accorded consent, by
way of ordinary resolutions at their Annual General
Meeting held on 16^th September, 2025, and approved the
related party transactions under Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Company''s related parties,
Aimtron Corporation, USA, for an aggregate value not
exceeding INR 100.00 crores (Indian Rupees Hundred
Crores only), and Aimtron Systems, USA, for an
aggregate value not exceeding INR 20.00 crores (Indian
Rupees Twenty Crores only).

Pursuant to related party transactions under Section
188(1)(f) of the Companies Act, 2013 i.e. for Renting of
premises with Aimtron Technologies Private Limited,
Form AOC 2 is attached herewith (Annexure-B).

26. Managerial Remuneration

Disclosures pursuant to section 197(12) of the
Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are enclosed
herewith (Annexure-C).

27. Secretarial Audit Report

During the year under review, M/s. DRP & Associates,
Practicing Company Secretaries has been appointed
as the Secretarial Auditors of the company as per
the provisions of Section 204 and other applicable
provisions, if any of the Companies Act, 2013 for the F.Y.
2025-26 at the meeting of the Board of Directors held
on 23^rd April, 2025.The Secretarial audit report for the
period under review is attached here as (Annexure -E).

28. Corporate Governance Report

Being a Company got listed on NSE Emerge platform on
6^th June, 2024 as SME, and pursuant to the provisions
of Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions
as specified in regulations 17 to 27 and clause (b) to
(i) of sub-regulation (2) of Regulation 46 and Para C, D
and E of Schedule V are not applicable to the Company
being SME Listed Company.

Hence Corporate Governance does not form part of this
Board''s Report.

29. Management Discussion and Analysis

A detailed review of the operations, performance and
future outlooks of the Company and its businesses
is given in the management discussion and analysis
report as stipulated in Regulation 34 (2) (e) of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 has been
annexed to Directors'' report herewith (Annexure-F).

30 Code of Conduct

The Company has adopted a code of conduct for
its directors and senior designated management
personnel. All the Board members and senior
management personnel have affirmed their compliance
of code of conduct.

The detail policy on the Code of Conduct is available
on the website athttps://www.aimtron.in/wp-content/
uploads/2024/10/POLICY-ON-CODE-OF-CONDUCT-
FOR-BORD-OF-DIRECTORS-AND-SENIOR.pdf

31. Risk management policy

In today''s economic environment, risk management
is a very important part of business. The main aim
of risk management is to identify, monitor and take
precautionary measures in respect of the events that
may pose risks for the business. Your Company''s risk
management is embedded in the business processes.
Your company has identified the following risks:

32. Directors'' Responsibility Statement

Your Directors'' state that—

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 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 at the end of
the financial year and of the profit and loss of the
company for that period;

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

d) the directors had prepared the annual accounts on
a going concern basis;

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

f) 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.

33. Compliance with Secretarial Standards and
SEBI (Listing Obligations and Disclosure
Requirement) Regulations 2015:

The Company has complied with secretarial standards
issued by the Institute of Company Secretaries of
India and SEBI (Listing Obligations and Disclosure
Requirement) Regulations 2015 from time to time.

34. Cost Audit:

Based on the recommendation of the Audit Committee,
M/s. S.S Puranik & Associates, Cost Accountants, being
eligible, have been appointed by the Board of Directors
in their meeting held on 23^rd April, 2025 as the Cost
Auditors for F.Y. 2025-26. The remuneration to be paid
to M/s. S.S Puranik & Associates, for F.Y. 2025-26 has
been ratified by the shareholders at the annual general
meeting held on 16^th September, 2025.

Cost records as specified by the Central Government
under sub-section 1 of section 148 of the Companies
Act, 2013, are maintained by the Company for the
financial year 2025-26.

35. Details of fraud reported by auditors under sub¬
section (12) of section 143 other than those
which are reportable to the Central Government

There was no fraud reported by auditors under sub¬
section (12) of section 143 other than those which are
reportable to the Central Government.

36. Details of proceedings under the Insolvency
and Bankruptcy Code, 2016

There was no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during
the year under review.

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

The Company has been employing about 42 women
employees in various cadres within the organization.
The Company has in place an anti-harassment policy
in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaint Committee is
in place to redress complaints received regularly and are
monitored by women line supervisors who directly report
to the Executive Director. All employees (permanent,
contractual, temporary, trainees) are covered under the
policy. There was no complaint during the financial year
2025-26 and hence no complaint is outstanding as on
31.03.2026 for redressal.

(a) number of complaints of sexual harassment
received in the year: 0

(b) number of complaints disposed off during the year: 0

(c) number of cases pending for more than ninety days:0

38. Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation,
2015, the Company has adopted a Code of Conduct
for Prevention of Insider Trading. The Company

has appointed Company Secretary as Compliance
Officer who is responsible for setting forth
procedures and implementing the code for trading in
Company''s securities.

The Insider trading code is laid down the policy of
the company named as ''Policy on Code of Practices
and Procedures for Fair Disclosure of UPSI'' uploaded
on the website of the company athttps://www.
aimtron.in/wp-content/uploads/2024/10/Policy-
on-Code-of-Practices-and-Procedures-for-Fair-
Disclosure-of-UPSI.pdf

During the year under review, there has been due
compliance with the said code.

39. Compliance with the provisions relating to the
Maternity Benefits Act, 1961

The Company hereby states that it is in compliance with
the provisions of the Maternity Benefit Act, 1961 and
provide necessary benefits and facilities, as mandated
under the Act, as and when such requirements arise.

40. Disclosure of Certain Types of Agreements
Binding Listed Entities

Pursuant to Clause 5A of Paragraph A of Part A of
Schedule III of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
confirms that no agreement, as specified under the said
clause, was entered into by the Company during the
financial year 2025-26.

41. Acknowledgements

The Board of Directors gratefully acknowledge the
assistance and co-operation received from the auditors,
ICICI Bank, HDFC Bank and all other statutory and non¬
statutory agencies for their co-operation. The Board of
Directors also wish to place on record their gratitude
and appreciation to the members for their trust and
confidence shown in the Company. The Board of
Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.

By Order of the Board of Directors

Mukesh Jeram Vasani Sneh Satishkumar Shah

Director & Chairman Whole-time Director

DIN:06542536 DIN:11053426

Date: 27 April, 2026

Registered Office:

Plot No 1/A, G.I.D.C. Estate, Vadodara,

Waghodia, Gujarat, India, 391760

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2024.

1. Financial summary

2. Dividend

The Board of Directors’ does not recommend any dividend for financial year ended on 31st March, 2024.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2023-24.

4. Brief description of the Company''s working during the year/State of Company''s affair

Total turnover during the year 2023-24 was Rs. 9,297.59 lacs compared to Rs. 8,350.62 lacs of previous year 2022-23 which shows increase of Rs. 946.97 lacs (11.34%). There is profit of Rs. 1,359.94 lacs (after tax) during the year 2023-24 compared to profit of Rs. 1,200.04 lacs (after tax) during the year 2022-23.

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2023-24.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

The Company entered into the capital market with its Initial Public Offering (IPO) and allotted in aggregate 54,04,800 equity shares of face value of Rs.10/- each, for the issue price of Rs. 161/- each (including premium of Rs. 151/- each) on June 6, 2024 on NSE Emerge Platform. The Company received approval on June 5, 2024 for listing.

Apart from the above, there have been no other material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Auditors of the Company has taken adequate steps for internal financial controls with reference to the Financial Statements.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during theyear.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement, if any.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during theyear.

11. Deposits

Your Company has not accepted any deposit during theyear and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

However, the Company has accepted unsecured loans from Directors of the Company and the opening balance was Rs. 196.70 lacs and the closing balance was Rs. 173.32 lacs.

12. Statutory Auditors & Internal Auditors

Statutory Auditors:

M/s. SPVP & Co., Chartered Accountants has been appointed for a period five years pursuant to the provisions of section 139 of the Companies Act 2013 at the AGM held on 11th November, 2021 and is eligible to act as statutory auditor for the current financial year.

Internal Auditors:

The requirement of appointing internal auditors under section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 didn''t apply on the Company for financial year 2023-24.

In purview of the above requirements, Board has appointed M/s. CNK & Associates LLP, Chartered Accountants as Internal Auditors of Company for F.Y. 2024-25 at the meeting of the board of directors held on 6th July, 2024.

13. Auditors’ Report

The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors'' report for the year 2023-24.

14. Share Capital

Authorized Capital:

During the year under review, the Company had increased its Authorized Share Capital from Rs. 3,00,00,000/- (Three Crore Only) to Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) by passing Special Resolution at the Annual General Meeting held on 30th September, 2023.

Issued, Subscribed & Paid-Up Capital:

During the year under review, the Company has increased its Paid-up Capital in the manner set forth below:

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.

Further, after the completion of the Financial year and before adoption of Board''s report, the Company came out with the Initial Public Offer and hence issued and allotted 54,04,800 equity shares of Rs. 10 each at the premium of Rs. 151 per equity share, henceforth increasing the paid-up share capital of the Company to Rs. 20,41,38,250. The Company got listed on the NSE EMERGE platform of National Stock Exchange on June 6, 2024.

15. Annual return

As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company''s web site i.e. www.aimtron.in after filing annual return, on completion of ensuing annual general meeting, with the Registrar of Companies within the time stipulated in said Section 92 of Act.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

The Company is required to spend towards corporate social responsibility under Section 135 of the Companies Act, 2013. The Annual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22nd January, 2021 in terms of section 135 of the Companies Act, 2013 is attached herewith (Annexure-B).

18. Directors & Key Managerial Personnel

(A) Following changes incorporated during the financial year 2023-24:

(B) Declaration by an Independent Director(s) and re- appointment, if any Declarations :

A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Re-appointments :

Mr. Nirmal M Vasani (DIN: 07442862), retires by rotation at the ensuing annual general meeting and being eligible offered herself for re-appointment as Director.

The Company has received consent and declaration under form DIR-8 pursuant to Section 164 (2) read with Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014 from Mr. Nirmal M Vasani.

Details of Mr. Nirmal M Vasani, Non-Executive Director seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the National stock exchange is already annexed to the notice of the annual general meeting.

(C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

• General understanding of the Company’s business;

• Educational back ground and experience:

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

(D) Opinion of the Board:

Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.

19. Number of meetings of the Board of Directors

During the year from 1st April, 2023 to 31st March, 2024 the Board of Directors met ten times on the following dates:

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

20. Audit Committee

The Audit Committee was constituted by the Board of Directors at their meeting held on November 27, 2023, in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.

The members of the Audit Committee of the Company as on 31st March, 2024 are as under:

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

The Audit Committee Meetings were duly convened during the year ended 31st March, 2024 on following dates:

21. Details of establishment of vigil mechanism for directors and employees

Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them.

22. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by the Board of Directors at their meeting held on November 27, 2023, in accordance with the Section 178 of the Companies Act, 2013 Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.

The members of Nomination and Remuneration Committee of the Company as on 31st March, 2024 are as under:

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long-term objectives of the company.

23. Stakeholders Committee:

The Stakeholders'' Relationship Committee was constituted by the Board of Directors at their meeting held on November 27, 2023, in accordance with the Section 178(5) of the Companies Act, 2013.

The members of stakeholders Committee of the Company as on 31st March, 2024 are as under:

26. Managerial Remuneration

Therefore, the related party transactions executed do not require any approval of the Board of Directors or shareholders under the Section 188 of the Act However, the Company has taken necessary omnibus approvals from the Audit Committee for executing related party transactions during the period under review.

Pursuant to related party transactions under Section 188(1)(f) of the Companies Act, 2013 i.e. for leasing of premises with Aimtron Technologies Private Limited, Form AOC 2 is attached herewith (Annexure-A).

Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).

27. Secretarial Audit Report

During the year under review, as per the provisions of Section 204 and other applicable provisions, if any of the Companies Act, 2013, Secretarial audit was not applicable for the period under review.

However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. DRP & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the F.Y. 2024-25 at the meeting of the Board of Directors held on 6th July, 2024.

28. Corporate Governance Report

Being Company got listed on NSE Emerge platform on 6th June, 2024 as SME, and pursuant to the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause

(b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company being SME Listed Company.

Hence Corporate Governance does not form part of this Board''s Report.

The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors'' report herewith (Annexure-D).

29. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.

30. Risk management policy

In today''s economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified the following risks:

31. Directors'' Responsibility Statement

Our Directors'' state that ->

(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 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 at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

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

(f) 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.

32. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

33. Disclosure regarding maintenance of Cost Records:

Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, are maintained by the Company for the financial year 2023-24.

34. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

35. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

The Company has been employing about 41 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

37. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.