Your Directors are pleased to present their 33rdAnnual Report together with the Audited Financial Statements of your Companyfor the year ended 31st March, 2025. The section on the Management Discussion and Analysis (MD&A) forms a part of thisreport.
The following figures summaries the financial performance of your Company during the year under review:
Particulars
Standalone
Consolidated
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 Depreciationand 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)
Profit/(Loss)before Tax afterExceptional Items
237.14
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 theDefined Benefit Plans
(2.43)
1.01
(4.52)
ii. Income tax on (i) above
0.61
(0.25)
1.14
Total Comprehensive Income forthe year
306.98
180.04
402.79
269.58
Standalone Financial Performance: During the financial year 2024-25, the Company achieved significant growth in itsstandalone operations. Revenue from operations increased to Rs. 2,490.61 Lakhs, nearly double the Rs. 1,201.67 Lakhs recorded inthe previous year. Other income also rose to Rs. 458.99 Lakhs from Rs. 312.86 Lakhs in the prior year. Consequently, the Companyreported 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 inFY 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 profitbefore 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 resourceutilization and the continued expansion of the Company.
Aeonx Digital Solutions Pvt. Ltd.: Aeonx Digital Solutions Pvt. Ltd., a Wholly Owned Subsidiary, played a crucial role in thecompany's growth during the fiscal year 2024-25. The subsidiary leveraged its expertise in digital technology to enhance customerexperiences and optimize internal operations, contributing significantly to the overall results. Aeonx Digital Solutions reported atotal revenue of Rs. 2,140.78 Lakhs, marking a increase from Rs. 2,014.85 Lakhs in the previous financial year. The subsidiary's netprofit for the year was Rs. 95.80 Lakhs.
Considering the performance of the Company and to appropriately reward the Members of the Company, your Directors arepleased 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, Memberswhose 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.
Your Directors do not propose transfer of any sum to the general reserves.
During the financial year 2024-25, there is no change in the authorized, issued, subscribed and paid-up share capital of theCompany. As on 31st March, 2025, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of 50,00,000equity 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 of46,00,343 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 orbought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, underany scheme.
Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the Company by holding 25,18,632 EquityShares ofthe Company i.e. 54.75%, at the end ofthe financial year 31st March, 2025.
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 theCompany'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 otherrelevant documents and audited accounts of the said subsidiary company, is available on the website of the Company athttp://www.aeonx.digital.
The Company in its 32nd Annual General Meeting which was held on 27th September, 2024, has approved the Employee StockOption 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 27thSeptember, 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 SBEBRegulations"), the details of the Stock Options granted under the above mentioned Scheme is available on your Company's websitehttps://www.aeonx.digital.
Refer Note No. 40 forming part of the standalone financial statements and Note No. 40 of the consolidated financial statements forthe financial year 2024-25. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (IndAS) 102 - Share Based Payment.
Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordancewith 'Accounting Standard - Ind AS 33 - Earnings Per Share' issued by Central Government or any other relevantaccounting 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 andNote 32 of consolidated financial statements.
Sr. No.
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 earlierthan minimum period of 1 (one) year and not laterthan maximum period of 3 (three) years from thedate of Grant of Options.
Provided further that in the event of Death orPermanent Incapacity of an Employee, theminimum Vesting Period shall not be applicable andin such instances, all the Unvested Options shall vestwith effect from date of the Death or PermanentIncapacity.
4.
Exercise price or pricing formula
The Exercise Price per option shall be the face valueof equity shares of the Company as on Grant Date.
5.
Maximum term of options granted
6.
Source of shares (primary, secondary orcombination)
Primary (The Plan contemplates issue of freshequity shares by the Company).
7.
Variation in terms of options
Not Applicable
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 betweenthe employee compensation cost so computed and the employee compensation cost that shall have been recognizedif it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS ofthe company shall also be disclosed:
NotApplicable
Details
Number of options outstanding at the beginning of theperiod
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
Number of options exercised during the year
Number of shares arising as a result of exercise of options
Money realized by exercise of options (INR), if scheme isimplemented directly by the company
Loan repaid by he Trust during the year from exerciseprice received
Number of options outstanding at the end of the year
Number of options exercisable at the end of the year
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 optionsgranted during the year
Exercise Price Peroption
Mr. Deepak Bharadwaj
Chief Executive Officer
a.
(I) Weighted-average values of share price
(II) Exercise price
(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 toincorporate the effects of expected early exercise
It is the period for which the Company expects theoption to be alive. The Minimum life of stockoptions is the minimum period before which theoptions cannot be exercised, and the maximum lifeis the period after which the options cannot beexercised.
As per Employee Stock Option Scheme"Employee Stock Options granted under the Planshall 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 anexplanation of the extent to which expected volatilitywas based on historical volatility?
It is a measure of the amount by which a price hasfluctuated or is expected to fluctuate during theperiod. The period to be considered for volatilitymust be adequate to represent a consistent trend inthe price movements and the movement due toabnormal events if any gets evened out. There is noresearch that demonstrates conclusively how longthe historical period used to estimate expectedlong-term future volatility should be. However,informal tests and preliminary research tend toconfirm that estimates of expected future long¬term volatility should be based on historicalvolatility for a period that at least approximates theexpected life of the options being valued. In ourcase, since the equity shares of the Company arelisted on stock exchanges and therefore, for thepurpose of calculating volatility of the Company,we have considered previous 3.5 years volatility ofthe company's stock price.
d.
Whether and how any other features of the optiongranted were incorporated into the measurement of fairvalue, such as a market condition
The Company has issued 2,41,000 Convertible Warrants @ Rs. 162.85 per Warrant, Convertible into Equity Shares of Rs. 10 eachto M/s Aura Alkalies and Chemicals Private Limited on 4th July, 2025, subject to the approval of the Stock Exchange. The saidwarrants 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 (ShareholdersApproval)
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) perwarrant
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 thewarrants
Terms and conditions
• Subject to lock- in as per SEBI Regulations.
• Warrants shall not be sold, transferred, hypothecated or encumberedin 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 WarrantExercise Period, the Warrants shall lapse and the amount paid shallstand forfeited by the Company
• The Warrants by itself until converted into Equity Shares, do notgive to the Warrant Holder any special voting rights in the Companyin respect of such Warrants.
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 forre-appointment.
The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening theensuing Annual General Meeting.
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 offive 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 Boardof 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 IndependentDirector 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 andpossess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in thecontext of Company's business(es) and sector(s) for the Company to function effectively.
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, hevacated his office. The Board places on record its sincere appreciation for the valuable services and guidancerendered by him during his tenure.
2. The second term of Mrs. Hina Shah as Independent Director ended on 11th February, 2025 and accordingly, shevacated her office. The Board places on record its sincere appreciation for the valuable services and guidancerendered 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.
The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Act read withthe 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 IndependentDirectors confirming that:-
• they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations and are independent from the management and there has been no change in the circumstanceswhich may affect their status as independent director during the year.
• they have registered their names in the Independent Directors' Databank.
The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurredby them for the purpose of attending meetings of the Company.
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, citingpursuance of better prospects. The Board takes this opportunity to acknowledge his service and places on record its appreciation forthe contribution made by him during his tenure. Mr. Mahendra Rane appointed as Chief Financial Officer of the Company w.e.f 14thAugust, 2024.
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 CorporateGovernance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act andRegulation 17 ofthe Listing Regulations.
As per the applicable provisions of the Act and the Listing Regulations, the Company has formed the following statutorycommittees.
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 CorporateGovernance Report.
Pursuant to the provisions of the Act and the Part D of Schedule II of Listing Regulations, the Company has formed andimplemented Nomination and Remuneration Policy and the same is available on the Company's website at www.aeonx.digital.
The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and otherstatutes.
The Company's familiarization programme for Independent Directors is posted on the Company's website at www.aeonx.digital.
Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation of the Board, its Committee and ofindividual Directors has been made.
The manner, in which the evaluation has been carried out, forms part of the Corporate Governance Report.
Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Company's Directors, based on the representations receivedfrom the management, confirm that:
a. the applicable Accounting Standards have been followed in the preparation of the annual accounts along with theproper explanation relating to material departures, if any;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial 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 withthe provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 financialcontrols 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 suchsystems were adequate and operating effectively.
Statements made under this section describing the Company's projections, estimates and expectations may be "forward-lookingstatements" within the meaning ofapplicable securities laws and regulations. Importantfactors that could make a difference to theCompany operations include, among others, economic conditions affecting demand/supply and price conditions in the domesticand overseas markets in which the Company operates, changes in government regulations, tax laws and other statutes andincidentalfactors. The information provided in Economy Outlook and Industry Scenario Outlook section is based on our internalstudy, which is not prejudice.
Although the expectations are based on reasonable assumptions, the actual results might differ.
The global economy enters 2025 navigating a complex environment of technological acceleration, geopolitical uncertainty, andshifting trade dynamics. While the lingering effects of the pandemic and the Russia-Ukraine conflict have structurally alteredsupply chains, the past two years have also showcased global resilience. The energy and commodity markets have stabilized, andinflationary 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 momentumdriven by consumer spending and innovation, while China focuses on domestic consumption and technology self-reliance. TheEuro area continues to face structural headwinds, including a slow industrial rebound and weak consumer sentiment, althoughinvestment 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 globalgrowth story. The National Statistical Office (NSO) projects India's GDP to grow by 7.3% in FY 2024-25, driven by robustdomestic demand, infrastructure investment, and a thriving digital economy. Consumption, accounting for over half of GDP, isexpanding steadily, while exports are poised for recovery with diversification into high-value manufacturing and technologyservices.
India's digital transformation trajectory continues to accelerate-spurred by record-high data consumption, the rapid rollout of5G, cloud adoption, AI integration across sectors, and government-led initiatives like the Digital India 2.0 and semiconductormission. 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.
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 transformationover isolated technology deployments, seeking partners who can integrate strategy, execution, and managed services.
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.
• Managed cloud services with security, compliance, and cost optimization.
• Industry-specific SAP-on-Cloud and AI-on-Cloud deployment expertise.
AeonX Digital's AI capabilities span:
• Predictive analytics for supply chain and asset management.
• Industry 4.0 enablement through IIoT data intelligence.
With a strong portfolio of proprietary solutions like SupplierX, Xpense, Logystix, and Xpert, AeonX Digital delivers highlyspecialized, domain-specific platforms that integrate seamlessly with ERP and cloud ecosystems. These products cater toprocurement, 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.
• 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.
• 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.
• 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.
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-ledtransformation.
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".
Your Company has a well-placed, suitable and adequate internal control system, commensurate with the size, scale and complexityof its operations.
The Company is committed to good corporate governance practices and facilitates timely detection of any irregularities and earlyremedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and proceduresprovide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reportedcorrectly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutoryand accounting requirements.
On the recommendation of the Audit Committee, the Company appointed M/s N. P. Patwa & Co. as the Internal Auditors of theCompany for the financial year 2024-2025. Observations made in internal audit reports on business processes, systems, proceduresand internal controls and implementation status of recommended remedial measures by the Internal Auditors, are presentedquarterly to the Audit Committee.
The Company's internal control system is designed to ensure management efficiency, measurability and verifiability, reliability ofaccounting and management information, compliance with all applicable laws and regulations, and the protection of the Company'sassets. This is to timely identify and manage the Company's operational, compliance-related, economic and financial risks.
As on 31st March, 2025, the Company had a total head count of 251. The Directors wish to place on record their appreciation for thecontributions made by the employees to the Company during the year under review at all levels.
Details of Significant Changes in Key Financial Ratios:
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.
Information as per section 197 of the Act read with the Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) 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) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.
The Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointmentof 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 suchremuneration, 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 StatutoryAuditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with thefinancial statements in the Annual Report.
The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, inter alia, states thatthe Company shall get its cost records audited if the overall annual turnover of the company from all its products and services duringthe 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, itis not required to appoint the Cost Auditors.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment andRemuneration 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 andDisclosure Requirements) Regulations, 2015, Mr. Manoj Ganatra, Independent Director, was appointed as Director on the Board ofAeonx Digital Solutions Private Limited, Material Subsidiary Company. However, Mr. Ganatra completed his term as anIndependent Director w.e.f. 26a September 2024 and that Mr. Viraj Menta, Independent Director, was appointed as Director on theBoard of said Material Subsidiary Company on 28ft March 2025.
The second term of Mr. Manoj Ganatra was completed on 26ft September 2024 and accordingly he ceased to be IndependentDirector of the Company. The Company has appointed Mr. Viraj Menta, Independent Director, on the Board of said MaterialSubsidiary Company on 28ft March 2025 to comply with the Listing Regulations.
M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit ofAeonx 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 Year2024-25. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makesnecessary recommendations to the management.
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13 of theCompanies (Audit and Auditors) Rules, 2014.
In accordance with the provisions of Section 177(9) of the Act read with Regulation 22 of Listing Regulations, the Company hasformulated and adopted vigil mechanism / Whistle Blower policy to enable the Directors and employees to report about unethicalbehavior and instances of fraud or mismanagement, if any. The mechanism provides for adequate safeguards against victimizationof employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional 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 GeneralMeetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars / Notification issued by the Ministry ofCorporate Affairs in this regard.
Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes tothe financial statements provided in this annual report.
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 atwww.aeonx.digital.
During the year under review, the Company has entered into a transaction with related party which is not materially significant anddoes not have a potential conflict with the interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexedwith this report providing details of related party transactions entered at arm's length basis. However, the details relating to RelatedParty Transaction is provided in the Note No. 34 of Standalone Financial Statements.
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficientmanner. In line with corporate best practices, the Company assesses the risks in the internal and external environment which willmonitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal withincidences of risk. Adequate risk management framework capable of addressing the risks is in place.
In accordance with the provisions of section 92(3) of the Act, the copy of Annual Return of the Company is available on its websitehttp://www.aeonx.digital.
Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis ontransparency, integrity and accountability. As required under the Listing Regulations, a detailed report on corporate governancealong with the auditors' certificate thereon forms part of this report as "Annexure D".
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OFTHE REPORT
Except as stated in this Report, there have been no material changes and commitments which have occurred between the end offinancial year till the date ofthis report affecting the financial position ofthe Company.
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.
There is no significant and material order passed by any regulators, courts or tribunals during the FY2024-25.
The Company does not have Demat Suspense Account / Unclaimed Suspense Account. Accordingly, the disclosure required to bemade as per Schedule V (F) of Listing Regulations is not applicable.
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ('the Act') read with the Investor Education andProtection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend remainingunclaimed or unpaid for a period of seven years from the date of its transfer to the Company's Unpaid Dividend Account is requiredto 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 consecutiveyears 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, orany 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 avoidtransfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details ofunclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company'swebsite www.aeonx.digital.
During the financial under review, in accordance with applicable provisions, the Company transferred unclaimed dividends andcorresponding shares to IEPF, as detailed below:
Financial year
Amount of unclaimeddividend transferred
Number ofshares 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 formavailable on www.mca.gov.in. Members are requested to note that no claims shall lie against the Company in respect of thedividends 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 themembers 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. Anyfurther 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 theDemat Account of IEPF are available on the Company's website at www.aeonx.digital.
Members or their legal heir, as the case may be, can claim the unclaimed dividend amount and / or shares transferred to IEPF bymaking an online application to the IEPF Authority through Form IEPF-5 available on the website of the Authoritywww.iepf.gov.in and in the manner specified under IEPF Rules.
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 protectionagainst 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 yearagainst 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 INSTITUTIONThere 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 OUTGOConservation 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 - NilTechnology absorption: Nil
(iv) The expenditure incurred on Research and Development - NILForeign exchange earnings and outgo
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 andassistance 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 BoardSd/- Sd/-
Place: Mumbai Manan Shah Ketan Shrimankar
Date: 07.08.2025 Director Director
(DIN:06378095) (DIN: 00452468)