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

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

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

3. State of Company’s Affairs

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

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

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

4. Dividend

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

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

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

6. Share Capital Authorized Capital:

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

Issued, subscribed and paid-up share capital:

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

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

7. Quality initiative

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

8. Initial Public Offer of Equity Shares

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

9. Deposit from public

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

10. Particulars of Loans. Guarantee or Investments

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

11. Subsidiary / Associate / Joint Venture companies

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

12. Change in the nature of business

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

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

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

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

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

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

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

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

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

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

14. Internal Control and their adequacy

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

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

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

16. Directors and Key Managerial personnel and Changes.

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

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

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

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

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

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

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

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

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

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

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

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

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

Nomination and Remuneration Policy:

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

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

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

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

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

Particulars of Employees:

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

17. Declaration by independent directors

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

Constitution of Committees

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

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

The details of composition of the committees is as under:

(1) Audit Committee

19. Industrial Relations

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

20. Policy Relating to Directors Appointment and Remuneration

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

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

21. Directors’ Remuneration

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

22. Directors Responsibility Statement

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

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

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

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

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

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

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

23. Related Party Transactions

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

24. Statutory Auditors

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

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

The board of directors recommend their appointment as a statutory auditors

25. Review of Auditors Report

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

26. Secretarial Auditor’s Report

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

27. Internal Auditors Report

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

28. Cost Auditor

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

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

29. Annual Return

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

30. Business Risk Management

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

31. Corporate Social Responsibility

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

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

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

32. Corporate Governance:

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

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

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

33. Management Discussion & Analysis Report:

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

34. Code of Conduct

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

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

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

35. Reporting of frauds by auditors

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

36. Vigil Mechanism/Whistle Blower Policy

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

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

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

38. Appointment of RTA

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

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

39. Material Orders

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

40. Listing with Stock Exchange

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

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

41. Prevention of Insider Trading

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

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

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

43. Compliances of Applicable Secretarial Standards

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

44. Since the company was unlisted entity during the financial year ended on 31^st March, 2024, the disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

45. Transfer to Investor Education & Protection Fund

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

46. Disclosure Relating To Equity Shares With Differential Rights

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

47. Disclosure Relating To Sweat Equity Shares

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

48. Acknowledgement and appreciation

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