Your Directors are pleased to present their 14th Board Report on the businessand operations of the company and the Audited Financial Statement of thecompany for the Financial Year ended on 31st March, 2025 (Reporting Period).
Your Company has performed during the reporting period as follows
Particulars
31.03.2025
31.03.2024
Revenue from Operations
21,530.71
19,972.98
Other Income
545.43
195.44
Total Revenue
22,076.14
20,168.42
Less: Total Expenditure
20,257.74
18,717.98
Profit / Loss Before Tax
1,818.40
1,450.44
Less: Tax Expenses-Current
517.37
435.00
-Deferred
(33.30)
4.64
Net Profit / Loss after Tax
1,334.33
1,010.80
Earnings Per Share in Rs. (Basic & Diluted)
8.84
64.53
Your Company is engaged into the business of manufacturing of Fiber GlassReinforced Plastic Products (i.e. Manufacturing and Supplying of FRPProducts) with its fully integrated infrastructure plant located at ChangodarGujarat and The Company manufactures wide range of FRP Products.
Standalone Operating Results:
During the year under review, the Standalone Total Revenue of your Company isincreased to Rs. 21,530.71 Lakhs for the financial year 2024-25 from Rs.19,972.98
Lakhs for the previous financial year 2023-24 registering a growth of 7.80 % inthe year under review.
Your Company has earned a Profit after Tax (PAT) of Rs. 1,334.33 Lakhs in thefinancial year 2024-25 as compared to PAT of Rs. 1,010.80 Lakhs in the previousfinancial year 2023-24 which achieved 32.00% growth in the year under review.
The company has only one Primary reportable segment viz Fiber GlassReinforced Polymer Plastic products (i.e. manufacturing & supplying of FRPProducts) as per Note No. 37 of Financial Statement.
Aeron Composite Limited (CIN: L25209GJ2011PLC065419) was originallyincorporated in the name as "Aeron Composite Private Limited" under theCompanies Act, 1956 on 13/05/2011. The Company was then converted into aPublic Company and the name of the Company was changed to " AeronComposite Limited " and a Fresh Certificate of Incorporation consequent uponconversion and change of name of Company from Private Limited to PublicLimited was issued by the Registrar of Companies, Ahmedabad on19/06/2024. The company has entered into the primary capital market with anInitial Public Offer of 44,88,000 Equity Shares of Rs. 10/- for cash at a premiumof Rs.115/- per share in August 2024 and the equity shares of the Companywere listed on NSE Emerge Platform on September 04th, 2024.
Your Directors are of the view that your Company is currently on the path ofgrowth which requires higher capital deployment to fund the businesses henceneed to conserve resources. Keeping in view the objective, Directors do notrecommend any dividend.
During the year, the Board of your Company has not appropriated any amount tothe reserves. The profit earned during the year has been carried to the balancesheet of the Company as per Note No. 5 of Financial Statement of the companyfor F.Y. ended on 31st March, 2025.
There is no Change in the nature of the business & operation of the Companydone during the year under review.
The Company's name was changed from "AERON COMPOSITE PRIVATELIMITED" to AERON COMPOSITE LIMITED" effective 19th June, 2024, followingits conversion from a Private Limited Company to a Public Limited Company.
During the year under review, the following changes have been taken place inthe Authorised and Paid-up Share Capital of your Company:
The Authorized Share Capital of the company has been increased from Rs.3,75,00,000 to Rs. 20,00,00,000 divided into 1,92,50,000 equity shares of Rs.10/- each ranking pari passu in all respect with existing equity shares of thecompany and 7,50,000 preference shares of Rs. 10/- each.
The company has issued and allotted 1,09,65,500 equity shares of Rs.10/- eachas Bonus Shares in the ratio of new 7 equity shares for every 1 equity share heldby shareholders of the company.
The company has issued 44,88,000 equity shares of Rs.10/- each for cash at apremium of Rs. 115/- per share aggregating to Rs. 56,10,00,000/- through InitialPublic Offer opened on 28/08/2024 and closed on 30/08/2024.
The issued, subscribed and paid-up share capital of the Company has beenincreased from Rs. 3,75,00,000/- to Rs. 17,02,00,000/-.
The entire share capital of 1,70,20,000 Equity shares of the company have beenlisted and admitted to dealings on the EMERGE SME platform of the NationalStock Exchange of India Limited w.e.f. September 04th, 2024.
During the year under review, your Company has altered Name Clause of itsMemorandum of Association consequent upon change of name on itsconversion from Private Limited into a Public Limited Company and the saidalteration was approved by its members at their Extra Ordinary General Meetingheld on 06/05/2024.
During the year under review, your Company has altered Main Object Clause ofits Memorandum of Association and the said alteration was approved by itsmembers at their Extra Ordinary General Meeting held on 21/06/2024 and thesame has been approved vide Certificate of Registration of the SpecialResolution Confirming Alteration of Object Clause(s) issued by the office ofRegistrar of Companies dated 08/07/2024.
During the year under review, your Company has adopted its new set of Articlesto commensurate with the requirements of Public Limited Companyconsequent on conversion of the company from Private Limited into a PublicLimited Company and the said alteration was approved by its members at theirExtra Ordinary General Meeting held on 06/05/2024.
During the year, the company has completed the Initial Public Offer (IPO)pursuant to which 44,88,000 equity shares face value of Rs. 10/- each atpremium of Rs. 115/- per share.
The IPO was opened for subscription from 28th August, 2024, to 30th August,2024. The shares were allotted to applicants on 02nd September, 2024, at theoffer price of Rs.125/- per share. The Company's equity shares began trading onthe SME Platform (EMERGE) of the National Stock Exchange of India Limited(NSE) from 04th September, 2024.
Out of the proceeds of INR 5,610 Lakh raised from the IPO, INR 1,588.99 Lakhwere utilized by the Company during the financial year 2024-25 for the purposesoutlined in the prospectus dated 31 August 2024.
The Annual Listing fee for the year 2024-25 has been paid.
As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and interms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014,the Company has not issued any Sweat Equity Shares.
As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and interms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), theCompany has not issued any shares with Differential Voting Rights.
As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in
As the Members are aware, the shares of your Company are trade-ablecompulsorily in electronic form and your Company has establishedconnectivity with both the National Securities Depository Limited (NSDL) andthe Central Depository Services (India) Limited (CDSL). The ISIN allotted to theCompany's Equity shares is INE0WL801011.
The Company continues to sustain its commitment to the highest levels ofquality, superior service management, and mature business continuitymanagement. Our customer-centricity, process rigor, and focus on deliveryexcellence have resulted in consistent improvements in customer satisfactionlevels.
During the year under 2024-25, the Company was not required to transfer theequity shares/unclaimed dividend to Investor Education and Protection Fund(IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act,2013.
The Board of Directors of the Company consists of (1) Mr. Dilipkumar RatilalPatel, Chairman & Non-Executive Director, (2) Mr. Pankaj Shantilal Dadhaniya,Whole -Time Director, (3) Mr. Ravi Pankajkumar Patel, Whole-Time Director, (4)Mr. Chirag Chandulal Patel, Managing Director, (5) Mr. Naveen KumarMandovara and (6) Mrs. Poonam Neelendu Savalia as Non-ExecutiveIndependent Directors of the Company.
In the opinion of the Board, all the Independent Directors possess requisitequalifications, experience, expertise including the Proficiency and hold highstandards of integrity for the purpose of Rule 8(5)(iiia) of the Companies(Accounts) Rules, 2014.
a) Mr. Naveen Kumar Mandovara (DIN: 02817059) was appointed asadditional independent director of the Company w.e.f. 20/06/2024 andappointed as an independent director w.e.f. 21/06/2024.
b) Mrs. Poonam Neelendu Savalia (DIN: 06791412) was appointed asadditional independent director of the Company w.e.f. 20/06/2024 andappointed as an independent director w.e.f. 21/06/2024.
c) Designation of Mr. Pankaj Shantilal Dadhaniya (DIN: 02100802) Changedfrom Director to Whole-Time Director w.e.f. 21/06/2024.
d) Designation of Mr. Ravi Pankajkumar Patel (DIN: 03427590) Changedfrom Director to Whole-Time Director w.e.f. 21/06/2024.
e) Mr. Pankajkumar Ratilal Patel (DIN: 00314964) ceased to be a Directorupon resignation from the position of Director of the Company w.e.f.01/04/2024. The Board places on record the appreciation for servicesduring his tenure as a director of the Company.
a) Mr. Sanjaykumar Jyestharam Oza has been appointed as CFO of thecompany w.e.f. 20/06/2024.
b) Mr. Vijay Mahendrabhai Dakshini has been appointed as CompanySecretary of the company w.e.f. 20/06/2024.
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rulesthereof and Articles of Association of the Company, Mr. Pankaj ShantilalDadhaniya (DIN 02100802) (Whole-Time Director), retires by rotation at the14th Annual General Meeting and being eligible, offers himself for re¬appointment.
The Board recommends the re-appointment.
The Company has received declarations from the Independent Directors of the Companythat they meet with the criteria of independence as prescribed under Sub- section (6) ofSection 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) ofCompanies (Appointment and Qualifications of Directors) Rules, 2014 as amended fromtime to time and there has been no change in the circumstances which may affect theirstatus as independent director during the year and they have complied with the code ofconduct for Independent Directors prescribed in Schedule IV of the Companies Act,2013. During the year under under review, the Non-Executive Directors/IndependentDirectors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees, paid to them for attending meetings of the Board andCommittee of the Company.
The Directors on the Board have submitted requisite disclosure under Section184(1) of the Companies Act, 2013, declaration of non-disqualification underSection 164(2) of the Companies Act, 2013 and Declaration as to compliancewith the Code of Conduct of the Company.
During the financial year 2024-25, there were 15 (Fifteen) meetings of the Boardof Directors held on (1) 10/04/2024 (2) 02/05/2024 (3) 03/05/2024 (4)13/05/2024 (5)20/06/2024(6)22/06/2024(7)27/06/2024(8)10/08/2024(9)21/08/2024 (10) 27/08/2024 (11) 31/08/2024 (12) 02/09/2024 (13)25/09/2024 (14) 12/11/2024 and (15) 23/12/2024 in compliance to theprovisions of the Companies Act, 2013 and Secretarial Standards issued by theInstitute of Company Secretaries of India.
The maximum gap between any two board meetings is not more than 120 days.
The details of attendance of each director at the board meetings held during theyear are given below:
Sr.
No.
Name of Director
No. of Meetingsentitled to attend
No. of meetingsAttended
01
Dilipkumar Ratilal Patel
15
02
Chirag Chandulal Patel
14
03
Pankaj Shantilal Dadhaniya
04
Ravi Pankajkumar Patel
05
Naveen Kumar Mandovara
10
9
06
Poonam Neelendu Savalia
The Company has constituted Audit Committee vide Board Resolution dated20/06/2024 in compliance with Section 177 of the Companies Act, 2013 readwith rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 andRegulation 18 of SEBI Listing Regulations.
As on 31st March, 2025 the Company's Audit Committee comprised of:
Name of the Director
Status in Committee
Nature of Directorship
Chairman
Non-ExecutiveIndependent Director
Member
Managing Director
During the financial year 2024-25, there were 4 (Four) Audit Committeemeetings held on (01) 22/06/2024 (02) 25/09/2024 (3) 12/11/2024 and (4)01/03/2025 and all these meetings were attended by all its members.
All the recommendations made by the Audit Committee during the FinancialYear 2024-25 were accepted by the Board.
The Company has formed Nomination and Remuneration Committee videBoard Resolution dated 20/06/2024 as per applicable provisions of theCompanies Act, 2013 read with Rule made there under and Regulation 19 ofSEBI Listing Regulations.
As on 31st March, 2025 the Company's Nomination and RemunerationCommittee comprised of:
Non-Executive Director
During the financial year 2024-25, there were 2 (Two) Nomination andRemuneration Committee Meetings held on (1) 25/09/2024 and (2)12/11/2024 and all these meetings were attended by all its members.
The Company has formed Stakeholders Relationship Committee vide BoardResolution dated 20/06/2024 as per the applicable provisions of Section178(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetingof Board and its power) Rules, 2014 and Regulation 20 of SEBI ListingRegulations.
As on 31st March, 2025 the Company's Stakeholders Relationship Committeecomprised of:
Non Executive
Independent Director
Whole-Time Director
During the financial year 2024-25, there were 2 (Two) Stakeholders RelationshipCommittee Meeting held on (1) 25/09/2024 and (2) 12/11/2024 and all thesemeetings were attended by all its members.
The Company has formed Corporate Social Responsibility Committee videBoard Resolution dated 20/06/2024 as per the applicable provisions of theCompanies Act, 2013 read with Rule made thereunder and SEBI ListingRegulations, if any.
As on 31st March, 2025 the Company's Corporate Social ResponsibilityCommittee comprised of:
Non-Executive
During the financial year 2024-25, there was 1 (One) Corporate SocialResponsibility Committee Meeting held on 18/02/2025 and this meeting wasattended by all its members.
During the Year Under review an Annual General Meeting was held on 25October, 2024 and 3 (Three) Extra Ordinary General Meetings were held on (1)22/04/2024, (2) 06/05/2024 and (3) 21/06/2024 in compliance to theprovisions of the Companies Act, 2013 and Secretarial Standards issued by theInstitute of Company Secretaries of India.
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 readwith Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination andRemuneration Committee has carried out the annual evaluation of IndividualDirectors of the Company; and the Board of Directors has carried out the annualevaluation of the performance of the Board and its Committees andIndependent Directors. Further, Independent Directors also reviewed theperformance of the Non-Independent Director and Board as a Whole andperformance of the Chairman. The evaluation sheet for evaluation of Board,committees and Directors/Chairman were circulated to the respectivemeetings of the Board, Nomination and remuneration Committee andIndependent Directors Separate Meeting.
The performance of the Board is evaluated based on composition of the Board,its committees, performance of duties and obligations, governance issues etc.The performance of the committees is evaluated based on adequacy of termsof reference of the Committee, fulfilment of key responsibilities, frequency andeffectiveness of meetings etc. The performance of individual Directors andChairman was also carried out in terms of adherence to code of conduct,participation in board meetings, implementing corporate governance practicesetc.
The Independent Directors are evaluated based on their participation andcontribution, commitment, effective deployment of knowledge and expertise,effective management of relationship with stakeholders, integrity andmaintenance of confidentiality and independence of behavior and judgment.
On appointment, the concerned Directors were issued a Letter of appointmentsetting out in detail, the terms of appointment, duties, responsibilities andexpected time commitments. Familiarization Program for IndependentDirectors includes regular industry trend updates, site visits, pertinent trainingprograms, information access, and frequent interactions with seniormanagement. Your Company is working to cultivate an enlightened andinvolved Board that supports efficient governance and value creation byactively engaging independent directors and providing them with the necessaryresources.
The information on conservation of energy technology absorption and foreignexchange earnings and outgo stipulated under Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules,2014, is attached to this Report as "Annexure - A".
The information required pursuant to Section 197 of Companies Act, 2013 readwith Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 in respect of employees of the Company is attached as"Annexure - B" to this report.
As on March 31,2025 the company does not have any Subsidiary, Joint Ventureor Associate Company.
The Company has a well-established internal control system. The Companystrives to maintain a dynamic system of internal controls over financialreporting to ensure reliable financial record-keeping, transparent financialreporting and disclosure and protection of physical and intellectual property.
Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, wherethe amount to be spent under Corporate Social Responsibility (CSR) by acompany does not exceed fifty lakh rupees, the requirement under Section135(1) for constitution of the Corporate Social Responsibility Committee is notapplicable and the functions of such committee provided under Section 135 ofthe Act, are discharged by the Board of Directors of the Company. The functionof CSR Committee is discharged by the Board under the provisions of Section135(9) of the Act. Accordingly, the Board has approved the Corporate SocialResponsibility (CSR) Policy. CSR Policy is available on the website of theCompany at https://www.aeroncomposite.com/investorrelations.html
The Annual Report on CSR Activities during the financial year 2024-25 formingpart of this Board's Report is annexed herewith as "Annexure- C" to this report.
All the related party transactions that were entered during the financial yearwere in the ordinary course of business of the Company and were on arm'slength basis. There were no materially significant related party transactionsentered by the Company with its Promoters, Directors, Key ManagerialPersonnel or other persons which may have potential conflict with the interestof the Company and all Related Party transactions are placed before the AuditCommittee for approval.
The policy on Related Party Transactions as approved by the Board of Directorsis uploaded on the website of the Companyhttps://www.aeroncomposite.com/investorrelations.html
Details of material related party Transactions, if any, i.e. transactions exceedingten percent of the annual consolidated turnover as per the last audited financialstatements: - There is no any such material related party transactions.
The details of the related party transactions for the financial year 2024-25 isgiven in notes of the financial statements, forming part of this Annual Report.
The Members of the Company, at the 13th Annual General Meeting (AGM) heldon 25th October, 2024 approved appointment of M/s. Dinesh R. Thakkar & Co.,Chartered Accountants, as Statutory Auditors for a term of five consecutiveyears from the conclusion of 13th AGM to the conclusion of 18th AnnualGeneral Meeting.
The Audited Standalone financial results for the year ended March 31, 2025have been prepared in accordance with the recognition and measurementprinciples as per Accounting Standards ("AS"). The Notes to the financialstatements referred in the Auditors' Report are self-explanatory and thereforedo not call for any comments under Section 134 of the Companies Act, 2013.The report given by the Statutory Auditors on the financial statements of theCompany is a part of this Annual Report.
There were no qualifications, reservations, and adverse remark given by theStatutory Auditors in their Report.
During the year under review, the Auditors have not reported any instances offraud under Section 143(12) of the Act, committed against the Company by itsofficers or employees, to the Audit Committee or the Board, the details of whichwould be required to be mentioned in the Directors' Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rulesthereof, the Company has appointed M/s M. A. Nakrani & Associates, PracticingCompany Secretary, Ahmedabad (Firm Registration No.: S1993GJ11100) toconduct a Secretarial Audit for the year 2024-25. The Secretarial Audit Reportfor the year ended March 31,2025 is annexed herewith as "Annexure - D" to thisBoard's Report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and theCompanies (Accounts) Rules, 2014, the Board appointed M/s. G B & Co.,Chartered Accountants, Ahmedabad as an Internal Auditor of the Company forconducting internal audit of the Company for F.Y. 2024-25.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rulesthereof the Board of Directors of the Company has appointed Mr. Alok Sharma,Cost Accountants, Ahmedabad (Firm Registration No.: 100974) as the CostAuditor of the Company to audit the cost records of the Company for thefinancial year ending at March 31, 2025. Further, as per Section 148 of theCompanies Act, 2013, the remuneration payable to the Cost Auditor will beplaced for ratification/approval of Members at the 14th Annual GeneralMeeting. The Company has maintained the cost accounts and records inaccordance with provisions of Section 148 of the Companies Act, 2013 andrules thereof.
There was no material order passed by Regulators/Courts/Tribunals during theyear under review impacting the going concern status and company'soperations in future.
The Company has not accepted any deposits from public and as such, noamount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet as per section 73 and 76 of thecompanies Act, 2013 read with Companies (Acceptance of Deposits) Rules,2014.
As per regulation 15(2) of the Listing Regulation, the Compliance with theCorporate Governance provisions shall not apply in respect of the followingclass of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs. 10Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of theprevious financial year;
b) Listed entity which has listed its specified securities on the SMEExchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hencecompliance with the provisions of Corporate Governance shall not apply to theCompany and it does not form the part of the Annual Report for the financialyear 2024-25.
The Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, forming part of this AnnualReport.
During the financial year under report the company has not made any loan,investment etc. under Section 186 of the Companies Act, 2013 and rules madethere under hence no disclosure.
No material changes and commitments affecting the financial position of theCompany have occurred between the end of the financial year of the Companyto which the Financial Statements relate and the date of this report.
To the best of their knowledge and belief and according to the information andexplanations obtained by them, your Directors make the following statementsin terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,2013, which states:
a) In the Preparation of the Annual Accounts, the applicable AccountingStandards had been followed along with proper explanation relating to materialdepartures;
b) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Companyas at the end of the financial year and of the profit /loss of the Company for thatperiod;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
38. Adequacy of Internal Financial Control:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014re-emphasizes the need for an effective Internal Financial Control system in theCompany which should be adequate and shall operate effectively. The Company hasdevised proper system of internal financial control which is commensurate with size andnature of business. The Company has an Audit Committee headed by the IndependentDirector, inter-alia, to oversee company's financial reporting process, disclosure offinancial information, and reviewing the performance of statutory and internal auditorswith management. Further, the Board had appointed Internal Auditor of the Company forthe financial year 2024- 25 pursuant to the provisions of Section 138 of the CompaniesAct, 2013.
39. Compliance With Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. During the yearunder review, the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
40. Annual Return:
As per the requirement of Section 92(3) read with Section 134(3)(a) of the CompaniesAct, 2013 read with rules made there under, as amended from time to time, the AnnualReturn in Form MGT-7 is available on the website of the Company athttps://www.aeroncomposite.com/investorrelations.html.
41. Disclosure Under Sexual Harassment of Women at Work Place (Prevention,Prohibition & Redressal) Act, 2013:
Your Company has always believed in providing a safe and harassment free workplacefor every individual working. The Company always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexualharassment.
Your Company has in place a Prevention of Sexual Harassment (POSH) policy inaccordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013. Your Company has constituted anInternal Complaints Committee pursuant to Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equalrepresentation of men and women and is chaired by senior woman of the Company.
The following is the summary of sexual harassments complaints received and disposedof during the financial year ended March 31,2025.
No. of Complaints Received - Nil
No. of Complaints disposed of - Nil
No. of Cases Pending for more than 90 Days - Nil
42. Risk Management and its Policy:
Your Company's Risk Management practice seeks to sustain the long-term vision andmission of your Company. It continuously evaluates the various risks surrounding thebusiness and seeks to review and upgrade its risk management process. To furtherendeavor, your Board constantly formulates strategies directed at mitigating these riskswhich get implemented at the Executive Management level and a regular update isprovided to the Board.
The Risk Management System is fully aligned with the corporate and operationalobjectives. There is no element of risk which in the opinion of the Board that maythreaten the existence of the Company.
43. Whistle Blower Policy/Vigil Mechanism:
The Company has established a whistle blower policy/ Vigil mechanism in compliancewith the provision of Section 177(10) of the Companies Act, 2013 for the genuineconcerns expressed by the employees and Directors about the unethical behavior, actualor suspected fraud or violation of the Company's Code of Conduct.
The Company provides adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access tothe Chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the Company. The Board has approved the policy for vigil mechanismwhich is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
44. Proceedings Initiated/ Pending against the Company under The Insolvency andBankruptcy Code, 2016:
There are no proceedings initiated/pending against the Company under the Insolvencyand Bankruptcy Code, 2016 which materially impact the Business of the Company.
45. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining afunctional website namely https://www.aeroncomposite.com/ containing basicinformation about the Company. The website of the Company is also containing
information like Policies, Financial Results, Annual Reports and information of thedesignated officials of the Company who are responsible for assisting and handlinginvestor grievances for the benefit of all stakeholders of the Company, etc.
46. Business Responsibility Report
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business ResponsibilityReport is not applicable to your Company.
47. 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 financialinstitutions along with the reasons thereof:
The above clause is not applicable to your Company as your Company has not enteredinto any settlement from Banks or Financial Institutions during the year under review.
48. Dematerialization of Shares:
During the year under review, all the equity shares were dematerialized throughdepositories viz. National Securities Depository Limited and Central Depository Services(India) Limited, which represents 100% of the total paid-up capital of the Company.
49. Meeting Of Independent Directors:
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that theindependent directors of the Company shall hold at least one meeting in a financial year,without the attendance of non-independent directors and members of the Management.
During the year under review, the Independent Directors met on 12/11/2024 inter alia, to:
1) Review the performance of the Non- Independent Directors and the Boardof Directors as a whole.
2) Review the performance of the Chairman of the Company, taking into theaccount of the views of the Executive and Non- Executive Directors.
3) Assess the quality, content and timeliness of flow of information betweenthe management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, theindependent directors discussed, among other matters, the performance of theCompany and risks faced by it, the flow of information to the Board, competition,strategy, leadership strengths and weaknesses, governance, compliance, Boardmovements, succession planning, human resources matters and the performance ofthe executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including theproficiency) of the independent directors and their contributions towards theenhancement of operations of the Company.
50. Disclosures Under Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, asamended, and ensures that all eligible women employees are extended the benefits andprotections mandated under the Act, including paid maternity leave and otherentitlements. The Company also promotes a gender-inclusive workplace and iscommitted to supporting the health and well-being of women employees throughappropriate workplace policies and practices.
51. Disclosure requirements for certain types of agreements binding listed entitiesunder regulation 30A (2) of SEBI LODR.
There are no agreements entered into by the shareholders, promoters, promoter groupentities, related parties, directors, key managerial personnel, employees of the listedentity or of its holding, subsidiary or associate company, among themselves or with thelisted entity or with a third party, solely or jointly, which, either directly or indirectly orpotentially or whose purpose and effect is to, impact the management or control of thelisted entity or impose any restriction or create any liability upon the listed entity as on thedate of notification of clause 5A to Para A of Part A of Schedule III of SEBI LODR.
52. Code Of Conduct
The Board of Directors of the Company has adopted a Code of Conduct for Directors andSenior Management and the same is posted on the website of the Company athttps://www.aeroncomposite.com/investorrelations.html.
53. Acknowledgement:
Your directors place on records their sincere thanks to employees and workers, bankers,business associates, consultants, and various Government Authorities for theircontinued support extended to your Companies activities during the year under review.Your directors also acknowledge gratefully the shareholders for their support andconfidence reposed on your Company.
For and on behalf of Board of Directors of,
AERON COMPOSITE LIMITED
(Formerly known as Aeron Composite Private Limited)
Sd/- Sd/-
Chirag Chandulal Patel Ravi Pankajkumar Patel
Managing Director Whole Time Director
DIN:03380703 DIN:03427590
Date: 20/08/2025Place: Ahmedabad