డైరెక్టర్ల నివేదిక Airo Lam Ltd.

Mar 31, 2025

The Board of directors of your Company is pleased in presenting the Eighteenth (18^th) Annual Report of your Company together with the Audited Financial Statements for the period ended 31^st March, 2025.

FINANCIAL RESULTS:-

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Income from operations	21,438.68	20,518.57	21,422.71	20,637.42
Other Income	249.30	145.10	253.40	145.25
Total	21,687.97	20,663.67	21,676.11	20,782.67
Profit before depreciation, taxation & Extraordinary Items	966.97	1544.67	887.19	1502.69
Less: Depreciation & amortization	458.56	385.75	462.1 6	388.24
Less: Provision for Tax	102.14	278.42	102.14	278.42
Less: Deferred Tax	52.57	51.76	52.57	51.76
Less: Prior period Tax adjustment

Profit/(Loss) After Tax	353.70	828.74	270.32	784.27
Add: Balance brought forward from previous year	4,440.00	3,611.26	4,253.86	3,587.47
Surplus available for appropriation	4,829.93	4,463.74	4,525.50	4,253.86
Appropriations:
General Reserves	Nil	Nil	Nil	Nil
Less: Proposed Dividend	Nil	Nil	Nil	Nil
Less: Tax on Dividend	Nil	Nil	Nil	Nil
Accelerated depreciation on fixed asset	Nil	Nil	Nil	Nil
Securities Premium	1,269.07	1,269.07	1,269.07	1,269.07
Balance Carried to Balance Sheet	6,099.00	5,732.81	5,830.80	5,546.67

RESULT OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, your Company posted a stable performance with revenue of Rs. 21,438.68 Lakhs as against Rs. 20,518.57 Lakhs in the previous year. Profit for the year 2024-25 was Rs. 353.70 Lakhs as against Rs. 828.74 Lakhs in the previous year.

As per the consolidated financial statements, the revenue and profit for the year 2024-25 were Rs. 21,422.71 Lakhs and Rs. 20,637.42 Lakhs respectively as against Rs. 270.32 Lakhs and Rs. 784.27 Lakhs in the previous year.

RESERVES and SURPLUS

The Company has incurred profit of Rs. 353.70 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

DIVIDEND:-

Your Directors do not recommend any dividends so as to conserve the resources of the company for future needs, for the year 2024-25.

CHANGE IN NATURE OF BUSINESS:-

No change in the nature of Business of the Company during the period under review.

DEPOSITS:-

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2025.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Associate Company:

Sr. No	Name of the Subsidiary/JV/Associate	Nature	Business
1	Airolam Asia Pacific Co. Ltd	Associate	Trading of plywood and veneer sheets

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as “Annexure-

A” to the Board’s Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture & Subsidiary Companies.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of the Director’s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

During the year under review, there are no change in the Directors or KMPs.

1. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Hardikbhai Prafulbhai Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm:

• that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

• that they 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 or loss of the Company for that period.

• that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• that they had prepared the Annual Accounts on a going concern basis.

• that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

• that 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, Seven Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

1. 27.05.2024 5. 29.08.2024

2. 19.06.2024 6. 29.10.2024

3. 03.08.2024 7. 12.02.2025

4. 05.08.2024 8. 31.03.2025

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non- Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social Responsibility Committee, number of meetings held of each Committee during the Financial year 2024-25 and meetings attended by each member of the Committee as required under the Companies

Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 1 78 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

CONSERVATION OF ENERGY. TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure B”.

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2025 is available on the Company’s website and can be accessed at https://airolam.com/investor-relation/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. https://airolam.com/investor-relation/.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link https://airolam.com/investor-relation/.

The Average Net Profits of the Company for the last three financial years is Rs. 10,40,29,883.62/- and accordingly the prescribed CSR expenditure during the financial year 2024-25 was Rs. 20,80,597.67/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 20,86,000/- during the financial year 2024-25 against the mandatory requirement of Rs. 20,80,597.67/-.

The Annual Report on CSR activities is annexed as “Annexure-C” to this Report. STATUTORY AUDITORS: -

The shareholders of the Company at the 14^th Annual General Meeting (AGM) held on September 29, 2021, approved the appointment of M/s Piyush J. Shah & Co., Chartered Accountants (ICAI Firm Registration No. 121172W) as the Statutory Auditors of the Company pursuant to Section 1 39 of the Companies Act, 2013 for a term of 5 years from the conclusion of 14^th AGM till the conclusion of 19^th AGM to be held in financial year 2026-27.

The Statutory Auditors’ Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 forms part of this Annual report.

COMMENTS ON AUDITORS’ REPORT:-

There is no adverse comment in the Auditors’ Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pitroda Nayan & Co., Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report is appended to this report as “Annexure D”.

COMMENTS ON SECRETARIAL AUDITORS’ REPORT:-

There is no adverse comment in the Secretarial Auditors’ Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2024-25.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (RPT):-

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars

of contracts entered during the year as per Form AOC-2 is enclosed as “Annexure - E”.

INTERNAL CONTROL SYSTEMS:-

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

RISK MANAGEMENT:-

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:-

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:-

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company’s operations in future.

REPORTING OF FRAUD:-

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:-

No Commission was drawn by the Managing Director during the financial year. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full co-operation from employees.

DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y 2024-25.

Statements in the Boards’ Report and the Management Discussion and Analysis describing the Company’s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:-

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

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Mar 31, 2024

The Board of directors of your Company is pleased in presenting the Seventeenth (17^th) Annual Report of your Company together with the Audited Financial Statements for the period ended 31^st March, 2024.

FINANCIAL RESULTS:-

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Income from operations	20,518.57	19,946.02	20,637.42	1 9,946.03
Other Income	145.10	70.06	145.25	70.06
Total	20,663.67	20,016.08	20,782.67	20,016.09
Profit before depreciation, taxation & Extraordinary Items	1544.67	1,258.94	1 502.69	1,258.94
Less: Depreciation & amortization	385.75	331.92	388.24	331.92
Less: Provision for Tax	278.42	1 78.40	278.42	178.40
Less: Deferred Tax	51.76	9.08	51.76	9.08

Less: Prior period Tax adjustment
Profit/(Loss) After Tax	828.74	739.54	784.27	739.54
Add: Balance brought forward from previous year	3,611.26	2,871.72	3,587.47	2,847.94
Surplus available for appropriation	4,439.99	3,611.26	4,253.86	3,587.48
Appropriations:
General Reserves	Nil	Nil	Nil	Nil
Less: Proposed Dividend	Nil	Nil	Nil	Nil
Less: Tax on Dividend	Nil	Nil	Nil	Nil
Accelerated depreciation on fixed asset	Nil	Nil	Nil	Nil
Securities Premium	1,269.07	1,269.07	1,269.07	1,269.07
Balance Carried to Balance Sheet	5,732.81	4924.91	5,546.67	4,901.13

Result of operations and the state of Company’s affairs

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, your Company posted a stable performance with revenue of Rs. 20,518.57 Lakhs as against Rs. 19,946.02 Lakhs in the previous year. Profit for the year 2023-2024 was Rs. 828.74 Lakhs as against Rs. 739.54 Lakhs in the previous year.

As per the consolidated financial statements, the revenue and profit for the year 2023-2024 were Rs. 20,637.42 Lakhs and Rs. 19,946.03 Lakhs respectively as against Rs. 784.27 Lakhs and Rs. 739.54 Lakhs in the previous year.

RESERVES and SURPLUS

The Company has incurred profit of Rs. 828.74 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

DIVIDEND:-

Your Directors do not recommend any dividends so as to conserve the resources of the company for future needs, for the year 2023-24.

CHANGE IN NATURE OF BUSINESS:-

No change in the nature of Business of the Company during the period under review.

DEPOSITS:-

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2024.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Associate Company:

Sr. No	Name of the Subsidiary/JV/Associate	Nature	Business
1	Airolam Asia Pacific Co. Ltd	Associate	Trading of plywood and veneer sheets

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as “Annexure-

A” to the Board’s Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture & Subsidiary Companies.

CORPORATE GOVERNANCE:-

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of the Director’s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, there are no change in the Directors or KMPs.

2. Appointments

During the year under review, none of the Directors was appointed. However, Mr. Chintan Kamleshbhai Mehuriya was appointed as a Company Secretary and Compliance Officer w.e.f - 23.05.2023.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Sureshbhai Hansarajbhai Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm:

• that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

• that they 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 or loss of the Company for that period.

• that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• that they had prepared the Annual Accounts on a going concern basis.

• that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

• that 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

During the year, Seven Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

1. 23.05.2023 5. 09.11.2023

2. 14.08.2023 6. 16.12.2023

3. 23.08.2023 7. 12.02.2024

4. 01.09.2023

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non- Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the

requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social Responsibility Committee, number of meetings held of each Committee during the Financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 1 78 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

CONSERVATION OF ENERGY. TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure B”.

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2024 is available on the Company’s website and can be accessed at https://airolam.com/investor-relation/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. https://airolam.com/investor-relation/.

CORPORATE SOCIAL RESPONSIBILITY:-

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link https://airolam.com/investor-relation/.

The Average Net Profits of the Company for the last three financial years is Rs. 8,95,37,472/- and accordingly the prescribed CSR expenditure during the financial year 2023-24 was Rs. 17,90,749/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 18,36,600/- during the financial year 2023-24 against the mandatory requirement of Rs. 17,90,749/-.

The Annual Report on CSR activities is annexed as “Annexure-C” to this Report. STATUTORY AUDITORS: -

The shareholders of the Company at the 14^th Annual General Meeting (AGM) held on September 29, 2021, approved the appointment of M/s Piyush J. Shah & Co., Chartered Accountants (ICAI Firm Registration No. 121172W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 14^th AGM till the conclusion of 19^th AGM to be held in financial year 2025-26.

The Statutory Auditors’ Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 forms part of this Annual report.

COMMENTS ON AUDITORS’ REPORT:-

There is no adverse comment in the Auditors’ Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pitroda Nayan & Co., Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report is appended to this report as “Annexure D”.

COMMENTS ON SECRETARIAL AUDITORS’ REPORT:-

There is no adverse comment in the Secretarial Auditors’ Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2023-24.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (RPT):-

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as “Annexure - E”.

INTERNAL CONTROL SYSTEMS:-

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

RISK MANAGEMENT:-

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:-

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:-

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company’s operations in future.

REPORTING OF FRAUD:-

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:-

No Commission was drawn by the Managing Director during the financial year. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full co-operation from employees.

DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y 2023-24.

CAUTIONARY STATEMENT:-

Statements in the Boards’ Report and the Management Discussion and Analysis describing the Company’s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:-

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

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Mar 31, 2023

The Board of directors of your Company is pleased in presenting the Sixteenth (16^th) Annual Report of your Company together with the Audited Financial Statements for the period ended 31^st March, 2023.

FINANCIAL RESULTS:-

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021- 22
Income from operations	19,946.02	16,889.69	19,946.03	16,889.69
Other Income	70.06	55.60	70.06	55.60
Total	20,016.08	16,945.29	20,016.09	16,945.30
Profit before depreciation, taxation & Extraordinary Items	1,258.94	1,215.96	1,258.94	1192.18
Less: Depreciation & amortization	331.92	304.67	331.92	304.67
Less: Provision for Tax	178.40	156.93	178.40	156.93
Less: Deferred Tax	9.08	81.86	9.08	81.86
Less: Prior period Tax	-	-	-	-

adjustment
Profit/(Loss) After Tax	739.54	672.50	739.54	648.72
Add: Balance brought forward from previous year	2,871.72	2,199.22	2,847.94	2,199.22
Surplus available for appropriation	3,611.26	2,871.72	3,587.48	2,847.94
Appropriations:
General Reserves	Nil	Nil	Nil	Nil
Less: Proposed Dividend	Nil	Nil	Nil	Nil
Less: Tax on Dividend	Nil	Nil	Nil	Nil
Accelerated depreciation on fixed asset	Nil	Nil	Nil	Nil
Securities Premium	1,269.07	1,269.07	1,269.07	1,269.07
Balance Carried to Balance Sheet	4924.91	4142.32	4,901.13	4,118.54

Result of operations and the state of Company''s affairs

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house.

During the year under review, your Company posted a stable performance with revenue of Rs. 19,946.02 Lakhs as against Rs. 16,889.69 Lakhs in the previous year. Profit for the year 20222023 was Rs. 739.54 Lakhs as against Rs. 672.50 Lakhs in the previous year.

As per the consolidated financial statements, the revenue and profit for the year 2022-2023 were Rs. 19,946.03 Lakhs and Rs. 16,889,69 Lakhs respectively as against Rs. 739.54 Lakhs and Rs. 648.72 Lakhs in the previous year.

RESERVES and SURPLUS

The Company has incurred profit of Rs. 739.54 Lakhs for the current financial year and the same is proposed to be transferred to Reserve and Surplus.

DIVIDEND:-

Your Directors do not recommend any dividends so as to conserve the resources of the company for future needs, for the year 2022-23.

CHANGE IN NATURE OF BUSINESS:-

No change in the nature of Business of the Company during the period under review.

DEPOSITS:-

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31^st March, 2023.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:-

The Company has following Associate Company:

Sr. No	Name of the Subsidiary/JV/Associate	Nature	Business
1	Airolam Asia Pacific Co. Ltd	Associate	Trading of plywood and veneer sheets

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as "Annexure-A" to the Board''s Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture & Subsidiary Companies.

A separate report on Corporate Governance Compliance as stipulated in Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of the Director''s Report.

AUDIT COMMITTEE:-

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Listing Regulations, the Management Discussion and Analysis, is appended to this report. DIRECTORS AND KEY MANAGERIAL PEROSNNEL:-

1. Resignation / Cessation

During the year under review, there are no change in the Directors, However, Ms. Ruchi Biren Shah a Company Secretary and Compliance Officer has been resigned from the Company on 29.12.2022.

2. Appointments

During the year under review, none of the Directors or KMPs was appointed. However, Mr. Chintan Kamleshbhai Mehuriya was appointed as a Company Secretary and Compliance Officer w.e.f - 23.05.2023.

3. Retirement by Rotation

At the ensuing Annual General Meeting Mr. Hardikkumar Prafulbhai Patel who retires by rotation and being eligible offers themselves for re-appointment.

There being no other changes in Directorship or KMPs of the Company during the year under review.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm:

• that in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same.

• that they 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 or loss of the Company for that period.

• that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• that they had prepared the Annual Accounts on a going concern basis.

• that the Company had adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

• that 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.

DECLARATION BY INDEPENDENT DIRECTORS:-

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD MEETINGS:-

During the year, Fourteen Board Meetings, as follows were convened and held with requisite quorum. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report attached hereto which forms part of this Report.

18.04.2022	18.06.2022	12.08.2022	14.11.2022	22.02.2023
10.05.2022	27.07.2022	01.09.2022	29.12.2022	09.03.2023
30.05.2022	08.08.2022	05.09.2022	07.02.2023	-

BOARD EVALUATION:-

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board that of its committees and individual Directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/ Non- Executive/ Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board and results of the evaluation is satisfactory and adequate and meets the requirements. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

DETAILS OF COMMITTEE OF DIRECTORS:-

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stake Holders Relationship/ Grievances Committee of Directors and Corporate Social

Responsibility Committee, number of meetings held of each Committee during the Financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

REMUNERATION POLICY:-

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABRORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure B".

ANNUAL RETURN:-

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://airolam.com/investor-relation/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy is explained in corporate governance report and also posted on the website of company i.e. https://airolam.com/investor-relation/.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link https://airolam.com/investor-relation/.

The Average Net Profits of the Company for the last three financial years is Rs. 7,82,50,053 /-and accordingly the prescribed CSR expenditure during the financial year 2022-23 was Rs. 15,65,001/- (i.e. 2% of the Average Net Profits of the Company for the last three financial

years). The Company had undertaken to spend an amount of Rs. 16,65,200/- during the financial year 2022-23 against the mandatory requirement of Rs. 15,65,001/-.

The Annual Report on CSR activities is annexed as "Annexure-C" to this Report.

STATUTORY AUDITORS: -

The shareholders of the Company at the 14^th Annual General Meeting (AGM) held on September 29, 2021, approved the appointment of M/s Piyush J. Shah & Co., Chartered Accountants (ICAI Firm Registration No. 121172W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 14^th AGM till the conclusion of 19^th AGM to be held in financial year 2025-26.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report.

COMMENTS ON AUDITORS'' REPORT:-

There is no adverse comment in the Auditors'' Report which requires any further explanation.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pitroda Nayan & Co., Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. The Secretarial Audit Report is appended to this report as "Annexure D".

COMMENTS ON SECRETARIAL AUDITORS'' REPORT:-

There is no adverse comment in the Secretarial Auditors'' Report which requires any further explanation.

COST AUDITORS AND COST RECORD:-

Your Company was not required to appoint cost auditor of the Company for FY 2022-23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

No guarantees were given. Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (RPT):-

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as "Annexure - E".

INTERNAL CONTROL SYSTEMS:-

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

RISK MANAGEMENT:-

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:-

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the ends of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:-

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

REPORTING OF FRAUD:-

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:-

No Commission was drawn by the Managing Director during the financial year.

INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full co-operation from employees.

DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y 2022.23.

CAUTIONARY STATEMENT:-

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s

operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT:-

Your Directors place on record their sincere appreciation for the continuous support and cooperation received from the Business Associates including vendors, customers and Banks. Your Directors greatly appreciates overwhelming cooperation, dedication, commitment and contribution made by employees at all levels and look forward for their continued support in future as well. Your Directors would also wish to place on record their gratitude to the shareholders for having faith on the management of the Company.

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Mar 31, 2018

The Board of directors of your Company is pleased in presenting the Eleventh (11th) Annual Report of your Company together with the Audited Financial Statements for the period ended 31st March, 2018.

Initial Public Offer (IPO) & Listing at NSE (Emerge):

During the year, pursuant to the approval of Members of the company at their Extra-Ordinary General Meeting held on 07th June, 2017 the Company approached the Capital Market with an Initial Public Offer 40,02,000 (Forty Lakhs Two Thousand) Equity Shares Of Company Of Face Value of Rs 10 Each Fully Paid for Cash at a Price Of Rs.38/- Per Equity Share (“The Issue Price”) (Including a Share Premium of Rs 28 Per Equity Share aggregating Rs.1520.76 Lakhs (“The Issue”) By Our Company, of Which 2,10,000 equity Shares of Rs.10/- Each fully paid up was reserved for subscription by Market Maker to the issue ("Market Maker Reservation Portion"). The Issue less the Market Maker Reservation Portion i.e. issue of 37,92,000 Equity Shares Of Rs 10 Each Fully Paid up is hereinafter referred to as The "Net Issue". The Issue and The Net Issue was Constitute 26.67 % and 25.28% respectively of the post Issue paid up Equity Share Capital of the Company. The Issue has received 5434 applications constituting to 12,21,66,000 number of Shares resulting in 30.53 times subscription (including reserved portion of Market Maker). The Basis of Allotment was finalized in consultation with the Designated Stock Exchange National Stock Exchange of India Limited on October 03, 2017. In response to the company''s application, the National Stock Exchange of India Limited (NSE) has given its final approval for listing and trading of 40,02,000 (Forty Lakhs two Thousand) of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of NSE effective October 06, 2017.

Financial Results:

(Amount in Lakhs)

Particulars	Current Year Ended on 31/03/2018	Previous Year Ended on 31/03/2017
Income from operations	9314.70	7085.91
Other Income	22.74	60.66
Total	9337.44	7146.57
Profit before depreciation, taxation & Extraordinary Items	658.08	462.93
Less: Depreciation & amortization	167.22	180.23
Less: Provision for Tax	170.13	108.89
Less: Deferred Tax	(7.53)	(15.20)
Less: Prior period Tax adjustment	3.10	Nil
Profit/(Loss) After Tax	325.17	189.01
Add: Balance brought forward from	977.95	805.28

previous year
Surplus available for appropriation	753.12	977.95
Appropriations:
General Reserves	Nil	Nil
Less: Proposed Dividend	Nil	Nil
Less: Tax on Dividend	Nil	Nil
Accelerated depreciation on fixed asset	Nil	Nil
Securities Premium	1265.86	200.00
Balance Carried to Balance Sheet	2018.98	1177.95

Dividend:

Your Directors do not recommend any dividends so as to conserve the resources of the company for future needs, for the year 2017-18.

Present Operations and Future Prospects:

During the year under review, the Company has generated revenue total revenue of Rs. 9314.70 Lakhs as against Rs. 7085.91 Lakhs during the previous financial year. The net profit after tax for the year under review has been Rs. 325.17 as against Rs. 189.01 during the previous financial year. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

Share Capital:

- Authorised Capital:

1. The Company has increased the authorised share capital from Rs. 5,00,00,000 (Rs. 5 Crore) to Rs. 16,00,00,000 (Rs. 16 Crore) vide Ordinary Resolution passed by the members at the Extra Ordinary General Meeting held on 1^st May, 2017.

Thus, authorised capital of the Company as on 31st March, 2018 is Rs. 16,00,00,000.

- Subscribed & Paid up Capital:

1. The Company has allotted 55,00,000 Bonus Shares in the ratio of 1:1 at the Board Meeting held on 11^th August, 2017.

2. Further, the Company has allotted 40,02,000 Equity Shares by way of Initial Public Offer at the Board Meeting held on 4^th October, 2017.

Thus, paid up capital of the Company as on 31st March, 2018 is 15,00,20,000.

Material Changes:

Your Company has raised funds amounting to Rs. 15,20,76,000 from public through initial public offering (IPO). The issue was open from 25^th September, 2017 to 27th September, 2017. Also the Issue was oversubscribed by 31 times (approximately) in total. The Company has issued 40,02,000 shares of Face Value of Rs. 10 with premium of Rs. 28 to Public through Public Issue in the month of October, 2017. The Company is Listed on Emerge Platform i.e. Emerge Platform of National Stock Exchange of India.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated :NIL

(B) Technology absorption:

(i) Company''s products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore no technology absorption is required.

(ii) The Company has not incurred any expenditure on research and Development.

(C) Foreign exchange earnings and outgo:

Particulars	Amount (In Rs.)
Foreign Exchange earned in terms of actual inflows during the year	137365088/-
Foreign Exchange outgo during the year in terms of actual outflows	142061920/-

Risk Management:

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

Particulars of Loans, Guarantees or Investments Made Under Section 186 Of The Companies Act, 2013:

Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

Related Party Transactions:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Pravinbhai Amichandbhai Patel, Director liable to retires by rotation and he is eligible for reappointment.

Board Evaluation:

- Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board is under process of carrying an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and stakeholders Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings:

- During the year 2017-2018, 16 (Sixteen) Board Meetings were held, as against the minimum requirement of 4 meetings. The dates on which the meetings were held are 05/04/2017, 12/05/2017, 15/05/2017, 05/06/2017, 28/06/2017, 17/07/2017, 11/08/2017, 07/09/2017, 14/09/2017, 04/10/2017, 14/11/2017, 17/11/2017, 11/12/2017, 29/12/2017, 16/01/2018, 27/03/2018.

- The required particulars of various Committees are stated in the Corporate Governance Report, attached herewith.

The following directors are appointed as independent directors in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

1. Mr. Mahendrabhai Amichandbhai Patel

2. Mr. Manilal Kanjibhai Patel

3. Mrs. Mamtabahen Premanshu Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(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; and

(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.

Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure - A and the same is attached to this Report.

Subsidiary, Joint Venture and Associate Company:

The company has no subsidiary company, Joint Venture Company or Associate Company.

Deposits:

The Company has not accepted deposits from new deposit lender(s) during the year under review.

Auditors:

- Statutory Auditor:

M/s Piyush J. Shah & Co., Chartered Accountants, Ahmedabad were appointed as the statutory auditors of the Company at the Annual General Meeting of the Company to hold office till next Annual General Meeting. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

- Secretarial Audit:

Vickey Patel, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report does not contain any qualification, reservation or adverse mark.

Observations of Auditor:

There is no qualifications, reservations or adverse remarks made by the Auditors.

Change in the Nature of Business:

There is no Change in the nature of the business of the Company during the year.

Internal Control System and their adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure - D to this Report.

Place: Prantij By Order of Board of Directors

Date: 30.08.2018 For, Airo Lam Limited

CIN: L20211GJ2007PLC052019

Registered office: Pravinbhai N. Patel Sureshbhai H. Patel

Survey No. 355, Chairman WTD

Nananpur Road, DIN: 01840244 DIN: 02223842

N.H. No. 8, Dalpur,

Prantij - 383120,

Gujarat, India.