Our directors have pleasure in presenting the 6th (Sixth) Annual Report along with the Audited Financial

Statement and Auditor’s report for the financial year ended 31 March, 2024

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2024:

The total revenue from operation of the Company during the financial year 2023-24 is Rs. 14,237.26 lakhs against the previous year’s revenue of Rs. 10,894.74 lakhs. The total expenses of the Company during the financial year 2023-24 is Rs.13,078.75 lakhs against the previous year’s expenses of Rs 10,760.85 lakhs.

The Company has earned net profit of Rs. 1147.45 lakhs against the previous year’s Profit of Rs 270.24 lakhs

R in Lakhs)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

The total revenue from operation of the Company during the financial year 2023-24 is Rs. 14,237.26 lakhs against the previous year’s revenue of Rs. 10,894.74 lakhs.

The total expenses of the Company during the financial year 2023-24 is Rs.13,078.75 lakhs as against the previous year’s expenses of Rs 10,760.85 lakhs.

The Company has earned net profit of Rs. 1147.45 lakhs against the previous year’s Profit of Rs 270.24 lakhs

3. DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

4. RESERVES

The Company does not propose to transfer any amount to General Reserves.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

6. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company came out with an initial public offer (IPO) of its equity shares aggregating to Rs. 51 Cr comprising of entirely fresh issue. The issue was open for subscription from Friday, 12 July 2024 to Tuesday, 16th July 2024. Pursuant to the IPO 5,368,800 equity shares were issued and allotted on Thursday, July 18, 2024 to the public at price of Rs. 95 per share.

7. DEMATERIALISATION OF EQUITY SHARES

All the Equity Shares of the Company are in dematerialised form with the NSDL depository. The ISIN No. allotted is INE0T3401029.

8. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

Our company has a Wholly Owned Subsidiary Company i.e., Supreme Commodities DMCC and doesn’t have any Holding Company.

10. SHARE CAPITAL

The Company has an Authorized Capital of 21,00,00,000- divided into 2,10,00,000 Equity Shares of TI0 each. The Company has Issued, Subscribed and Paid-up Capital of 2,03,68,800 Equity Shares of face value of ^ 10 each.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

12. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-A forming part of this Report.

13. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company will place a copy of the Annual Return as of March 31, 2024, on its website at www.aeleacommodities.com

14. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

15. STATUTORY AUDITORS

M/s. DOSHI DOSHI & Co (Firm's Registration No. 153683W), Chartered Accountants, Ahmedabad were appointed as the Statutory Auditors to fill the casual vacancy created by M/s CA Chauhan & Co vide their resignation. Consequently, their appointment is valid only upto the end of this ensuing AGM of the Company. M/s. DOSHI DOSHI & Co (Firm's Registration No. 153683W), Chartered Accountants, Ahmedabad are proposed to be appointed for a full term of 5 (five) years from the conclusion of this ensuing AGM upto the conclusion of the 11th AGM of the company to be held in the year 2029. The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

16. SECRETARIAL AUDITOR

1.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 was not required to appoint a Secretarial Auditor for FY 2023-24.

17. AUDITOR’S REPORT AND BOARD’S COMMENTS THEREON

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2023- 24. The Auditor’s report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditor’s report are self-explanatory and do not call for any comments.

18. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013 except as qualified by the Auditor in its Report. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

19. CORPORATE GOVERNANCE

Since the Company’s securities are listed on SME Platform of BSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (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. Hence Corporate Governance does not form part of this Board’s Report.

20. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted the Corporate Social Responsibility Committee Originally constituted on April 14, 2021 and re-constituted on March 19, 2024 in accordance with Section 135 of the Companies Act, 2013 of the Companies Act, 2013.

The Corporate Social Responsibility Committee comprises of Mr. Kanabar Nikunj Mahendrabhai, Mrs. Vaishali Dipen Tasariya and Mr. Hozefa S Jawadwala. The CSR Committee Directors have good knowledge and exposure to utilise the Company’s resources towards its CSR activities.

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Board of Directors and Key Managerial Personnel of the Company for the Financial Year 2023-24 and as on date of this Report are as follows:

Audit Committee

Our Board has constituted the Audit Committee vide Board Resolution dated March 19, 2024 Which was in accordance with Section 177 of the Companies Act, 2013. The audit committee comprises of:

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

B. Role of the Audit Committee

The role of the audit committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of thecompany;

3. Approval of payment to statutory auditors for any other services rendered by the statutoryauditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereonbefore submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in theBoard’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Monitoring the end use of funds raised through public offers and related matters;

8. Reviewing and monitoring the auditor’s independence and performance, and effectiveness ofaudit process;

9. Approval of any subsequent modification of transactions of the company with related parties; Explanation: The term "related party transactions” shall have the same meaning as provided inClause 2 (zc) of the SEBI Listing Regulations and/or the Accounting Standards.

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Evaluation of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy ofthe internal control systems;

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postdaudit discussion to ascertain any area of concern;

18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and

22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/ investments, as may be applicable.

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. ? statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable,submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.

b. Annual statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum.

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

Stakeholders’ Relationship Committee.

Our Board has constituted the Stakeholders’ Relationship Committee vide Board Resolution dated March 19, 2024 pursuant to Section 178 of the Companies Act, 2013. The Stakeholder’s Relationship Committee comprises of:

The Company Secretary of the Company will act as the Secretary of the Committee.

The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders’ Relationship Committee of our Company include:

• Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

• Review of measures taken for effective exercise of voting rights of by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annualreports/ statutory notices by the shareholders of the Company; and

• Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

Meeting of Stakeholders’ Relationship Committee and Relevant Quorum

The Stakeholders’ Relationship committee shall meet at least four times in a year and shall report to the Board of Directors on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum for a meeting of the Stakeholder’s Relationship Committee shall be two members present.

Nomination and Remuneration Committee

Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated March 19, 2024 pursuant to section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of:

25. GENERAL

During the year;

i. The Company has issued shares in term of Initial Public Offer which has been mentioned above in detail.

ii. The Company does not have any ESOP scheme for its employees / Directors;

iii. The Company has not bought back any of its securities;

iv. The Company has not issued any Sweat Equity Shares;

26. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation its own performance, performance of individual directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023 the applicable accounting standards have 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 as at March 31, 2024 and of the profit of the Company for that year;

c. The Directors have 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 have 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.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review.

30. RELATED PARTY TRANSACTION

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm’s length basis. The Company had not entered into any contract/arrangement/transactions with related parties which could be considered material. Hence, the Company is not required to attach Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

31. INSURANCE

All the properties and insurable interests of the Company to the extent required adequately insured.

32. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESAL) ACT, 2013

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

33. RISKS MANAGEMENT POLICY

The Company has a Risk Management Policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

34. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s Policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

35. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern status of the Company and its future operations.

37. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the year are as stated below:

39. Registrar and Transfer Agent (RTA)

Share transfer and all other Investor’s / Shareholder’s related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact Maashitla Securities Private Limited at B402, Business Square, Andheri - Kurla Rd, Chakala, Andheri East, Mumbai, Maharashtra 400093.

However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

40. ACKNOLEDGEMENT

Your directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company’s affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

For Aelea Commodities Limited

Sd/-

Sd/- REKHA KAMAL RATHI

Hozefa Shabbir Husain Company Secretary

Jawadwala PAN: BSHPS1682N

Place : Mumbai (Director) Place : Mumbai

Date : 25 June 2024 DIN : 07420351 Date : 25 June 2024

38. GENERAL SHAREHOLDER’S INFORMATION

Annual general Meeting: 6th Annual General Meeting of the Members of the Company will be held Saturday, 21st September, 2024 at 5:00 PM through Video Conferencing (VC)/Other Audio Visual Means (OA VM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular no. 14/2020, dated 8th April, 2020, MCA General Circular no. 17/2020, dated 13th April, 2020; MCA General Circular No. 20/2020 dated 5th May, 2020, MCA General Circular no. 22/2020, dated 15th June, 2020, MCA Circular No. 02/2021 dated 13th January, 2021, and MCA Circular No. 02/2022 dated 5th May, 2022 (hereinafter referred to as MCA Circulars) and in compliance with the provisions of the Companies Act, 2013 ("Act”) and SEBI Circular dated 12th May, 2020, 15th January, 2021 and 13th May, 2022 (hereinafter referred to as SEBI Circulars) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from 15th September 2024, to 21st September, 2024 (both days inclusive).

Listing on Stock Exchange: The Company’s shares are listed on National Stock Exchange of India on BSE SME platform w.e.f July 22, 2024.

Address: Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai- 400001 BSE Symbol: ACLD