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DIRECTOR'S REPORT

AeonX Digital Technology Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 69.74 Cr. P/BV 1.32 Book Value (₹) 115.14
52 Week High/Low (₹) 242/121 FV/ML 10/1 P/E(X) 17.24
Bookclosure 16/09/2025 EPS (₹) 8.80 Div Yield (%) 0.66
Year End :2025-03 

Your Directors are pleased to present their 33rdAnnual Report together with the Audited Financial Statements of your Company
for the year ended 31st March, 2025. The section on the Management Discussion and Analysis (MD&A) forms a part of this
report.

FINANCIAL RESULTS

The following figures summaries the financial performance of your Company during the year under review:

(E in Lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Income from Operations

2,490.61

1,201.67

3,480.81

3,431.24

Other Income

458.99

312.86

503.25

329.16

Total Income

2,949.60

1,514.53

3,984.06

3,760.40

Less : Total Expenditure

2,455.29

1,388.23

3,306.10

3,360.34

Profit/(Loss) before Interest,
Depreciation and Tax

494.31

126.30

677.96

400.06

Less : Finance Cost

8.10

0.18

10.96

51.89

Profit/(Loss) before Depreciation
and Tax

486.20

126.12

667.00

348.17

Less : Depreciation

39.70

2.19

90.01

94.53

Profit/(Loss)before Tax

446.51

123.93

577.00

253.62

Less: Exceptional Items

-

(113.21)

-

(113.21)

Profit/(Loss)before Tax after
Exceptional Items

446.51

237.14

577.00

366.84

Less : Tax Expenses

Current Tax

106.50

53.01

134.00

95.01

Deferred Tax

3.54

0.52

21.74

(4.80)

Tax adjustment earlier year

27.66

4.32

16.65

3.66

Profit/(Loss)for the year

308.81

179.28

404.61

272.96

Add: Other Comprehensive Income

i. Re-measurement gain/(loss) on the
Defined Benefit Plans

(2.43)

1.01

(2.43)

(4.52)

ii. Income tax on (i) above

0.61

(0.25)

0.61

1.14

Total Comprehensive Income for
the year

306.98

180.04

402.79

269.58

OVERVIEW OF THE FINANCIAL PERFORMANCE

Standalone Financial Performance: During the financial year 2024-25, the Company achieved significant growth in its
standalone operations. Revenue from operations increased to Rs. 2,490.61 Lakhs, nearly double the Rs. 1,201.67 Lakhs recorded in
the previous year. Other income also rose to Rs. 458.99 Lakhs from Rs. 312.86 Lakhs in the prior year. Consequently, the Company
reported a net profit after tax of Rs. 309.92 Lakhs, marking a substantial improvement over the previous year's Rs. 179.29 Lakhs.

Consolidated Financial Performance: On a consolidated basis, the Company delivered a total income of Rs. 3,984.06 Lakhs in
FY 2024-25, compared to Rs. 3,760.40 Lakhs in the previous year. Total expenses stood at Rs. 3,404.95 Lakhs, resulting in a profit
before tax of Rs. 579.11 Lakhs. After accounting for taxes, the consolidated net profit rose to Rs. 405.72 Lakhs, as against Rs.
272.96 Lakhs in FY 2023-24.

The overall improvement in both standalone and consolidated performance reflects the Company's focus on efficient resource
utilization and the continued expansion of the Company.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL
PERFORMANCE OF THE COMPANY

Aeonx Digital Solutions Pvt. Ltd.: Aeonx Digital Solutions Pvt. Ltd., a Wholly Owned Subsidiary, played a crucial role in the
company's growth during the fiscal year 2024-25. The subsidiary leveraged its expertise in digital technology to enhance customer
experiences and optimize internal operations, contributing significantly to the overall results. Aeonx Digital Solutions reported a
total revenue of Rs. 2,140.78 Lakhs, marking a increase from Rs. 2,014.85 Lakhs in the previous financial year. The subsidiary's net
profit for the year was Rs. 95.80 Lakhs.

DIVIDEND

Considering the performance of the Company and to appropriately reward the Members of the Company, your Directors are
pleased to recommend a dividend of Rs. 1.00/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended 31st March,
2025. This dividend is subject to the approval of the Members at the ensuing Annual General Meeting and if declared, Members
whose names appear on the Register of Members on record date i.e. Tuesday, 16th September, 2025 will be entitled to dividend.

In the previous year the Company paid a dividend of Rs. 1.00/- per equity share (i.e. 10%) of Rs. 10/- each of the Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose transfer of any sum to the general reserves.

SHARE CAPITAL

During the financial year 2024-25, there is no change in the authorized, issued, subscribed and paid-up share capital of the
Company. As on 31st March, 2025, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of 50,00,000
equity shares ofRs 10/- each and 20,00,000 11% preference shares ofRs 10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2025 is Rs. 4,60,03,430/- comprising of
46,00,343 equity shares ofRs. 10/- each.

During the year under review, the Company has not issued shares with differential rights as to dividend, voting or otherwise or
bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, under
any scheme.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the Company by holding 25,18,632 Equity
Shares ofthe Company i.e. 54.75%, at the end ofthe financial year 31st March, 2025.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

As on date, your Company is a holding company of Aeonx Digital Solutions Private Limited. In a strategic move to realign and re¬
segment the company into a fully software technology and cloud company.

Your Company does not have any Associate or Joint Venture Companies within the meaning of Section 2(6) of the Act.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the
Company's subsidiary in Form AOC-1 is attached to the financial statements ofthe Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other
relevant documents and audited accounts of the said subsidiary company, is available on the website of the Company at
http://www.aeonx.digital.

SIGNIFICANT EVENTS DURING THE FY 2024-25 AND TILL THE DATE OF REPORT
Employee Stock Option Plan

The Company in its 32nd Annual General Meeting which was held on 27th September, 2024, has approved the Employee Stock
Option Plan for grant Option up to 2,30,000 to its employee.

In terms of the provisions of applicable laws and pursuant to the approval of the Board and the members of your Company on 27th
September, 2024, the Nomination and Remuneration Committee has implemented the Employee Stock Option Plan 2024
(ESOP 2024).

In terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations"), the details of the Stock Options granted under the above mentioned Scheme is available on your Company's website
https://www.aeonx.digital.

Relevant disclosure prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 (18 of 2013)
including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time:

Refer Note No. 40 forming part of the standalone financial statements and Note No. 40 of the consolidated financial statements for
the financial year 2024-25. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (Ind
AS) 102 - Share Based Payment.

Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance
with 'Accounting Standard - Ind AS 33 - Earnings Per Share' issued by Central Government or any other relevant
accounting standards as issued from time to time:

Diluted EPS for the year ended March 31, 2025 is disclosed in Note 32 (Earnings per Share) of standalone financial statements and
Note 32 of consolidated financial statements.

I. General terms and conditions of the Plan:

Sr. No.

Particulars

Details of the Plan

1.

Date of shareholders’ approval

27th September, 2024

2.

Total number of options approved

2,30,000 (Two Lakhs Thirty Thousand)

3.

Vesting requirements

Option granted under the Plan shall vest not earlier
than minimum period of 1 (one) year and not later
than maximum period of 3 (three) years from the
date of Grant of Options.

Provided further that in the event of Death or
Permanent Incapacity of an Employee, the
minimum Vesting Period shall not be applicable and
in such instances, all the Unvested Options shall vest
with effect from date of the Death or Permanent
Incapacity.

4.

Exercise price or pricing formula

The Exercise Price per option shall be the face value
of equity shares of the Company as on Grant Date.

5.

Maximum term of options granted

Option granted under the Plan shall vest not earlier
than minimum period of 1 (one) year and not later
than maximum period of 3 (three) years from the
date of Grant of Options.

Provided further that in the event of Death or
Permanent Incapacity of an Employee, the
minimum Vesting Period shall not be applicable and
in such instances, all the Unvested Options shall vest
with effect from date of the Death or Permanent
Incapacity.

6.

Source of shares (primary, secondary or
combination)

Primary (The Plan contemplates issue of fresh
equity shares by the Company).

7.

Variation in terms of options

Not Applicable

II. Method used to account for ESOP -Intrinsic or fair value:

The Company shall adopt fair valuation method (Black-Scholes Model) for purpose of valuation of option as applicable.

III. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between
the employee compensation cost so computed and the employee compensation cost that shall have been recognized
if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of
the company shall also be disclosed:

NotApplicable

IV. Option movement during the year:

Particulars

Details

Number of options outstanding at the beginning of the
period

Number of options granted during the year

11,500

Number of options forfeited / lapsed during the Year

NA

Number of options vested during the year

NA

Number of options exercised during the year

NA

Number of shares arising as a result of exercise of options

NA

Money realized by exercise of options (INR), if scheme is
implemented directly by the company

NA

Loan repaid by he Trust during the year from exercise
price received

NA

Number of options outstanding at the end of the year

11,500

Number of options exercisable at the end of the year

NA

V. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options
whose exercise price either equals or exceeds or is less than the market price of the stock:

Weighted-average exercise price

Rs. 10

Weighted-average fair value as on date of grant

Rs. 134.37

VI.Employee wise details of options granted during FY 2024-25 to:

Name

Designation

Number of options
granted during the year

Exercise Price Per
option

Mr. Deepak Bharadwaj

Chief Executive Officer

11,500

Rs. 10

VII. Description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:

a.

(I) Weighted-average values of share price

Rs. 134.37

(II) Exercise price

Rs. 10

(III) Expected volatility

127.8%

(IV) Expected option life

3.5 years

(V) Expected dividends

0.72%

(VI) Risk-free interest rate

6.85%

(VII) Any other inputs to the model

-

b.

The method used and the assumptions made to
incorporate the effects of expected early exercise

It is the period for which the Company expects the
option to be alive. The Minimum life of stock
options is the minimum period before which the
options cannot be exercised, and the maximum life
is the period after which the options cannot be
exercised.

As per Employee Stock Option Scheme
"Employee Stock Options granted under the Plan
shall vest not earlier than minimum period of 1
(one) year and not later than maximum period of 3
(three) years from the date of Grant ofOptions.

c.

How expected volatility was determined, including an
explanation of the extent to which expected volatility
was based on historical volatility?

It is a measure of the amount by which a price has
fluctuated or is expected to fluctuate during the
period. The period to be considered for volatility
must be adequate to represent a consistent trend in
the price movements and the movement due to
abnormal events if any gets evened out. There is no
research that demonstrates conclusively how long
the historical period used to estimate expected
long-term future volatility should be. However,
informal tests and preliminary research tend to
confirm that estimates of expected future long¬
term volatility should be based on historical
volatility for a period that at least approximates the
expected life of the options being valued. In our
case, since the equity shares of the Company are
listed on stock exchanges and therefore, for the
purpose of calculating volatility of the Company,
we have considered previous 3.5 years volatility of
the company's stock price.

d.

Whether and how any other features of the option
granted were incorporated into the measurement of fair
value, such as a market condition

VIII. Disclosures in respect of grants made in three years prior to IPO under each ESOS

NotApplicable

ISSUE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS

ALLOTMENT OF WARRANTS TO M/S AURAALKALIES AND CHEMICALS PRIVATE LIMITED:

The Company has issued 2,41,000 Convertible Warrants @ Rs. 162.85 per Warrant, Convertible into Equity Shares of Rs. 10 each
to M/s Aura Alkalies and Chemicals Private Limited on 4th July, 2025, subject to the approval of the Stock Exchange. The said
warrants were issued with an option to convert it to equity.

Brief Particulars ofthe issue are given below:

Name of Security

Convertible Warrants

Date of Issue (Shareholders
Approval)

4th July 2025

Number of warrants

2,41,000

Method of allotment

Preferential Issue

Name of Allottee

Aura Alkalies and Chemicals Private Limited

Issue Price

Rs. 162.85 (Rupees One Hundred Sixty Two and Eighty Five paisa) per
warrant

Maturity Date

Any time after the date of allotment but on or before the expiry of 18
(eighteen) months

Amount raised

25% of the consideration has been collected upfront from the holders of the
warrants

Terms and conditions

• Subject to lock- in as per SEBI Regulations.

• Warrants shall not be sold, transferred, hypothecated or encumbered
in any manner during the period of lock -in provided under SEBI
(ICDR).

• Warrants shall be issued only in dematerialized form.

• In case Warrant Holder do not exercise Warrants within the Warrant
Exercise Period, the Warrants shall lapse and the amount paid shall
stand forfeited by the Company

• The Warrants by itself until converted into Equity Shares, do not
give to the Warrant Holder any special voting rights in the Company
in respect of such Warrants.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr.
Manan Shah (DIN: 06378095), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the
ensuing Annual General Meeting.

Appointment/Re-Appointment of Director

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 14th August,

2024, appointed Mr. Viraj Mehta (DIN: 09226350) as an Additional Director in the capacity of Independent Director for a term of
five consecutive years, subject to the approval ofthe Shareholders ofthe Company.

Special resolution seeking approval of the shareholders for his appointment as Non-Executive, Independent Director on the Board
of Directors ofthe Company was approved at 32nd Annual General Meeting.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 10th February,

2025, appointed Mrs. Akhila Agnihotri Samdaria (DIN: 07028159) as an Additional Director in the capacity of Independent
Director for a term of five consecutive years, subject to the approval of the Shareholders ofthe Company.

Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 8* May,
2025 and the result of the same was duly declared on the same day itself.

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and
possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the
context of Company's business(es) and sector(s) for the Company to function effectively.

Completion of Second Term of Directors

During the year under review, the following directors completed their second term as an Independent Director of the Company:

1. The second term of Mr. Manoj Ganatra as Independent Director ended on 26th September, 2024 and accordingly, he
vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance
rendered by him during his tenure.

2. The second term of Mrs. Hina Shah as Independent Director ended on 11th February, 2025 and accordingly, she
vacated her office. The Board places on record its sincere appreciation for the valuable services and guidance
rendered by her during her tenure.

3. The second term of Mr. Shekhaar Shetty as Independent Director ended on 17<h May, 2025 and accordingly, he

vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance

rendered by him during his tenure.

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Act read with
the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"Listing Regulations").

a) Mr. Manoj Ganatra (Ceased w.e.f26.09.2024)

b) Mr. Shekhaar Shetty (Ceased w.e.f 17.05.2025)

c) Mrs. Hina Shah (Ceased w.e.f 11.02.2025)

d) Mr. Ketan Shrimankar

e) Mr. Viraj Mehta (Appointed w.e.f 14.08.2024)

f) Mrs. AkhilaAgnihotri Samdaria (Appointed w.e.f 10.02.2025)

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the Independent
Directors confirming that:-

• they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are independent from the management and there has been no change in the circumstances
which may affect their status as independent director during the year.

• they have registered their names in the Independent Directors' Databank.

Non-Executive Directors

The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred
by them for the purpose of attending meetings of the Company.

Key Managerial Personnel (KMP)

In terms ofthe provisions of Section 2(51) and Section 203 ofthe Companies Act, the following are the KMP of the Company:

a) Mr. Deepak Bhardwaj - Chief Executive Officer

b) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer

c) Mr. Mahendra Rane - Chief Financial Officer

Mr. Jitendra Kumar Jain, Chief Financial Officer of the Company had resigned from his office w.e.f 17th May, 2024, citing
pursuance of better prospects. The Board takes this opportunity to acknowledge his service and places on record its appreciation for
the contribution made by him during his tenure. Mr. Mahendra Rane appointed as Chief Financial Officer of the Company w.e.f 14th
August, 2024.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2024-25 viz. on 17th May, 2024, 14th August, 2024,
13th November, 2024, and 10th February, 2025. The details of attendance of respective directors are given in the Corporate
Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act and
Regulation 17 ofthe Listing Regulations.

BOARD COMMITTEES

As per the applicable provisions of the Act and the Listing Regulations, the Company has formed the following statutory
committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

Detailed information of all the Committees and relevant information for the year under review are set out in the Corporate
Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the Part D of Schedule II of Listing Regulations, the Company has formed and
implemented Nomination and Remuneration Policy and the same is available on the Company's website at www.aeonx.digital.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes.

The Company's familiarization programme for Independent Directors is posted on the Company's website at www.aeonx.digital.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation of the Board, its Committee and of
individual Directors has been made.

The manner, in which the evaluation has been carried out, forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Company's Directors, based on the representations received
from the management, confirm that:

a. the applicable Accounting Standards have been followed in the preparation of the annual accounts along with the
proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and the profit and loss ofthe Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Cautionary Statement

Statements made under this section describing the Company's projections, estimates and expectations may be "forward-looking
statements" within the meaning ofapplicable securities laws and regulations. Importantfactors that could make a difference to the
Company operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic
and overseas markets in which the Company operates, changes in government regulations, tax laws and other statutes and
incidentalfactors. The information provided in Economy Outlook and Industry Scenario Outlook section is based on our internal
study, which is not prejudice.

Although the expectations are based on reasonable assumptions, the actual results might differ.

Economy Outlook

The global economy enters 2025 navigating a complex environment of technological acceleration, geopolitical uncertainty, and
shifting trade dynamics. While the lingering effects of the pandemic and the Russia-Ukraine conflict have structurally altered
supply chains, the past two years have also showcased global resilience. The energy and commodity markets have stabilized, and
inflationary pressures are gradually easing, though central banks remain vigilant.

Global GDP growth is expected to stabilize at around 3.1% in 2025, with the United States maintaining moderate momentum
driven by consumer spending and innovation, while China focuses on domestic consumption and technology self-reliance. The
Euro area continues to face structural headwinds, including a slow industrial rebound and weak consumer sentiment, although
investment in green energy and AI-driven automation is rising.

India, now the world's fifth-largest economy by nominal GDP and third-largest by PPP, remains a bright spot in the global
growth story. The National Statistical Office (NSO) projects India's GDP to grow by 7.3% in FY 2024-25, driven by robust
domestic demand, infrastructure investment, and a thriving digital economy. Consumption, accounting for over half of GDP, is
expanding steadily, while exports are poised for recovery with diversification into high-value manufacturing and technology
services.

India's digital transformation trajectory continues to accelerate-spurred by record-high data consumption, the rapid rollout of
5G, cloud adoption, AI integration across sectors, and government-led initiatives like the Digital India 2.0 and semiconductor
mission. Enterprises are aggressively moving toward cloud-native, Al-embedded, and automation-led business models,
creating fertile ground for technology partners like AeonX Digital to deliver transformative solutions.

Industry Scenario Outlook

Digital Technology Services

The fiscal year 2024-25 marks an inflection point for digital technology services. The convergence of cloud computing, AI, IoT,
and industry-specific SaaS products is redefining operational models. Businesses are prioritizing platform-led transformation
over isolated technology deployments, seeking partners who can integrate strategy, execution, and managed services.

AeonX Digital is positioned as a next-generation transformation partner, delivering end-to-end solutions that blend cloud
expertise, AI innovation, and niche industry products to meet sector-specific demands-particularly in supply chain
optimization, expense management, and manufacturing digitalization.

Cloud Computing

The cloud market in India and globally continues its rapid expansion, with hybrid and multi-cloud strategies becoming the norm.
Enterprises are adopting AI-powered cloud architectures to enhance scalability, resilience, and operational agility.

AeonX Digital's Cloud Transformation Practice offers:

• Cloud migration & modernization with zero-downtime execution.

• Cloud-native application development for business agility.

• Managed cloud services with security, compliance, and cost optimization.

• Industry-specific SAP-on-Cloud and AI-on-Cloud deployment expertise.

Artificial Intelligence & Automation

AI is no longer experimental-it is foundational to competitive advantage. From GenAI-driven analytics to predictive
maintenance in manufacturing, AI is reshaping cost structures and innovation speed.

AeonX Digital's AI capabilities span:

• GenAI-powered insights for decision-making.

• Predictive analytics for supply chain and asset management.

• AI-driven invoice, procurement, and expense automation.

• Industry 4.0 enablement through IIoT data intelligence.

Niche Product Services

With a strong portfolio of proprietary solutions like SupplierX, Xpense, Logystix, and Xpert, AeonX Digital delivers highly
specialized, domain-specific platforms that integrate seamlessly with ERP and cloud ecosystems. These products cater to
procurement, expense control, logistics optimization, and PLM-enabling measurable efficiency and ROI for clients.
Segment-wise Performance

Segment wise Performance of the Company is provided above and included in the performance of subsidiaries of the Company.

Opportunities, Threats, Risks and Concerns

Opportunities

• Surging demand for AI-enabled cloud transformation across industries.

• Expansion potential in niche SaaS platforms for supply chain, procurement, and expense automation.

• First-mover advantage in AI-powered ERP extensions and industry-specific GenAI applications.

• Exporting digital solutions from India to global markets, leveraging cost efficiency and domain expertise.

Threats

• Rapid tech evolution may shorten product lifecycles, demanding accelerated innovation.

• Intensifying competition from hyperscalers, global consulting giants, and specialized startups.

• Geopolitical instability affecting supply chains and cross-border service delivery.

Risks

• Cybersecurity and data privacy risks amplified by AI and cloud proliferation.

• Regulatory changes in AI ethics, data residency, and industry-specific compliance could require rapid adaptation.
Concerns

• Talent availability in AI, cloud, and cybersecurity remains a bottleneck.

• Balancing rapid innovation with profitability during global macroeconomic fluctuations.

Futuristic Scope for AeonX Digital

Looking ahead, AeonX Digital aims to:

• Expand AI-driven industry solutions with predictive and prescriptive intelligence.

• Launch platform-as-a-service offerings for SupplierX, Xpense, and Logystix to scale globally.

• Invest in edge AI and IoT integration for manufacturing and logistics.

• Develop sovereign cloud and industry-compliant AI models for BFSI, healthcare, and manufacturing sectors.

• Strengthen sustainability-focused digital offerings, enabling clients to achieve ESG goals through tech-led
transformation.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head
"Financial Results" and "Overview ofthe Financial Performance".

Internal Control Systems and Adequacy

Your Company has a well-placed, suitable and adequate internal control system, commensurate with the size, scale and complexity
of its operations.

The Company is committed to good corporate governance practices and facilitates timely detection of any irregularities and early
remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures
provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported
correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory
and accounting requirements.

On the recommendation of the Audit Committee, the Company appointed M/s N. P. Patwa & Co. as the Internal Auditors of the
Company for the financial year 2024-2025. Observations made in internal audit reports on business processes, systems, procedures
and internal controls and implementation status of recommended remedial measures by the Internal Auditors, are presented
quarterly to the Audit Committee.

The Company's internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of
accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company's
assets. This is to timely identify and manage the Company's operational, compliance-related, economic and financial risks.

Human Resource and Industrial Relations

As on 31st March, 2025, the Company had a total head count of 251. The Directors wish to place on record their appreciation for the
contributions made by the employees to the Company during the year under review at all levels.

Details of Significant Changes in Key Financial Ratios:

Particulars

FY 24-25

FY 23-24

Debtors Turnover Ratio (Number of Days)*
(Avg Debtors/Sale)

104

362

Interest Coverage Ratio*
(EBIT/Interest)

-

-

Current Ratio
(CA/CL)

5.10

6.81

Operating Profit Margin (in %)*
(EBIT)/net revenue

17.93%

19.73

Net Profit Margin (in %)*
Net Profit/ net revenue

12%

15%

Return on Capital Employed ( in % )*
EBIT/Capital Employed

10%

6%

* Change in ratios is due to decrease in profitability and volume as compared to previous years.

PARTICULARS OF EMPLOYEES

Information as per section 197 of the Act read with the Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, forms part of this report as ''Annexure A".

Further, none of the employees of the Company were in receipt of remuneration in excess of the limits as set out under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

AUDITORS

Statutory Auditors and Auditors Report

The Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment
of M/s R. A. Kuvadia & Co., (Firm Registration Number: 105487W) as the Statutory Auditors of the Company for a period of 5
(five) years from the conclusion of the 30th AGM till the conclusion of the 35th AGM to be held in the year 2027 at such
remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Audit Report for FY 2024-25 contains no qualifications, reservations, adverse remarks or disclaimers made by the Statutory
Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the
financial statements in the Annual Report.

Cost Auditors and Cost Audit Report

The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, inter alia, states that
the Company shall get its cost records audited if the overall annual turnover of the company from all its products and services during
the immediately preceding financial year exceeds Rs. 100 Crores.

Since the Company's overall annual turnover, during the immediately preceding financial year, does not exceeds Rs. 100 Crores, it
is not required to appoint the Cost Auditors.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Jay Mehta & Associates,
Company Secretary in Practice to undertake the Secretarial Audit ofthe Company for the Financial Year ended 31st March, 2025.

The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure B”.

The Secretarial Audit Report for the financial year 2024-25, contains the following observations:

In compliance with the provisions of Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Mr. Manoj Ganatra, Independent Director, was appointed as Director on the Board of
Aeonx Digital Solutions Private Limited, Material Subsidiary Company. However, Mr. Ganatra completed his term as an
Independent Director w.e.f. 26a September 2024 and that Mr. Viraj Menta, Independent Director, was appointed as Director on the
Board of said Material Subsidiary Company on 28ft March 2025.

Board's Explanation / Comments on above observations:

The second term of Mr. Manoj Ganatra was completed on 26ft September 2024 and accordingly he ceased to be Independent
Director of the Company. The Company has appointed Mr. Viraj Menta, Independent Director, on the Board of said Material
Subsidiary Company on 28ft March 2025 to comply with the Listing Regulations.

Secretarial Audit Report of Material Subsidiaries

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of
Aeonx Digital Solution Private Limited (Material Subsidiary) for the Financial Year 2024-25.

The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is annexed to this report as "Annexure C".
Internal Auditors and Internal Audit Report

M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as an Internal Auditors of the Company for the Financial Year
2024-25. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makes
necessary recommendations to the management.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Act read with Regulation 22 of Listing Regulations, the Company has
formulated and adopted vigil mechanism / Whistle Blower policy to enable the Directors and employees to report about unethical
behavior and instances of fraud or mismanagement, if any. The mechanism provides for adequate safeguards against victimization
of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.

The policy can be accessed at the website of the Company at www.aeonx.digital.

During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).
SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars / Notification issued by the Ministry of
Corporate Affairs in this regard.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to
the financial statements provided in this annual report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such

transactions. The said policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at
www.aeonx.digital.

During the year under review, the Company has entered into a transaction with related party which is not materially significant and
does not have a potential conflict with the interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexed
with this report providing details of related party transactions entered at arm's length basis. However, the details relating to Related
Party Transaction is provided in the Note No. 34 of Standalone Financial Statements.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient
manner. In line with corporate best practices, the Company assesses the risks in the internal and external environment which will
monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with
incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

ANNUALRETURN

In accordance with the provisions of section 92(3) of the Act, the copy of Annual Return of the Company is available on its website
http://www.aeonx.digital.

CORPORATE GOVERNANCE

Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on
transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on corporate governance
along with the auditors' certificate thereon forms part of this report as "Annexure D".

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF
THE REPORT

Except as stated in this Report, there have been no material changes and commitments which have occurred between the end of
financial year till the date ofthis report affecting the financial position ofthe Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit, within the meaning of Section 73 and 74 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by any regulators, courts or tribunals during the FY2024-25.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have Demat Suspense Account / Unclaimed Suspense Account. Accordingly, the disclosure required to be
made as per Schedule V (F) of Listing Regulations is not applicable.

TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT

A) Transfer of shares

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ('the Act') read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend remaining
unclaimed or unpaid for a period of seven years from the date of its transfer to the Company's Unpaid Dividend Account is required
to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

Further, in terms of the aforesaid provisions, all shares in respect of which dividend has remained unclaimed for seven consecutive
years or more from the date of transfer to the Unpaid Dividend Account are also mandatorily required to be transferred to the IEPF

Authority. However, this requirement shall not apply to shares in respect of which there is a specific order of a Court, Tribunal, or
any Statutory Authority restraining such transfer.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order to avoid
transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of
unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's
website www.aeonx.digital.

During the financial under review, in accordance with applicable provisions, the Company transferred unclaimed dividends and
corresponding shares to IEPF, as detailed below:

Financial year

Amount of unclaimed
dividend transferred

Number of
shares transferred

2016-17

Rs. 1,39,973.00

5850

As on 31st March, 2025, a total of 85,386 Equity Shares ofthe Company were lying in the Demat A/c of the IEPF Authority.

The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF, in the prescribed form
available on www.mca.gov.in. Members are requested to note that no claims shall lie against the Company in respect of the
dividends and/or shares transferred to IEPF.

The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed by the
members consecutively since FY 2017-18.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. Any
further dividend received on such shares shall be credited to the IEPF Fund.

The details ofthe concerned Members including their folio number or DP ID - Client ID and the number of shares, transferred to the
Demat Account of IEPF are available on the Company's website at www.aeonx.digital.

B) Claim from IEPF Authority

Members or their legal heir, as the case may be, can claim the unclaimed dividend amount and / or shares transferred to IEPF by
making an online application to the IEPF Authority through Form IEPF-5 available on the website of the Authority
www.iepf.gov.in and in the manner specified under IEPF Rules.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace, which provides for protection
against sexual harassment of women employees at workplace and for prevention and redressal of such complaints.

The Company has constituted Internal Complaints Committee (ICC) and has 5 members in the ICC.

Disclosure for complaints received / disposed of by ICC for FY 2024-25:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end ofthe financial year : Nil

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCYAND BANKRUPTCY CODE, 2016

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
against the Company as at the end of the financial year.

COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of maternity benefit act, 1961 during the year under review.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION
There is no one time settlement with the Banks or Financial Institutions for the FY 2024-2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy:

(i) The steps taken or impact on conservation of energy - Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipment - Nil
Technology absorption: Nil

(iv) The expenditure incurred on Research and Development - NIL
Foreign exchange earnings and outgo

Particulars

2024-25

2023-24

i. Foreign Exchange us ed

6,25,912

4,32,84,617

ii. Foreign Exchange earned

10,10,953

NIL

The Company has complied with the provisions of Maternity Benefit Act, 1961, during the year under review.
ACKNOWLEDGMENT

The Board take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and
assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers,
distributors and other stakeholders of the Company.

For and on behalf of the Board
Sd/- Sd/-

Place: Mumbai Manan Shah Ketan Shrimankar

Date: 07.08.2025 Director Director

(DIN:06378095) (DIN: 00452468)

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