Dear Members, Your Directors have pleasure in presenting their Fourteenth Annual Report of the Company along
with Audited Financial Statement for the year ended 31st March 2025.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2. DIVIDEND AND RESERVES

During the year ended 31st March 2025, Operational Revenue including other income on Standalone basis was Rs.
302.06 Lakhs and Profit / (Loss) Before Tax was Rs. (495.69) Lakhs V/s Rs. 150.83 Lakhs & Rs.(129.24) Lakh
respectively in previous year while Net Profit / (Loss) for the financial year ended 31st March 2025 was Rs. (483.67)
Lakhs V/s Rs. (129.35) in previous year.

On a consolidated basis the operational revenue including other income was Rs. 32.85 Lakhs and Loss Before Tax
was Rs (751.62) Lakhs V/s Rs.32.85 Lakh and Rs. Loss Before Tax was Rs.(177.60) while Net loss for the financial year
ended 31st March 2025 Rs. (739.43) V/s Rs. (165.40) Lakhs. Your Company has taken several remedial steps to
meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

3. NATURE OF BUSINESS

During the year, there is no change in nature of business

4. DIVIDEND AND RESERVES

The Board does not recommend any dividend for the Financial Year 2024-25 in view of the currentmarket outlook
and to preserve cash. In view of the exceptional circumstances during the year 2024-25, and the good reserves
position, no amount has been transferred to reserves.

6. SHARE CAPITAL

The Company has increased its Authorised Capital to the Company is Rs. 40,00,00,000. The paid-up equity
shares capital of the Company as on 31st March 2025 is Rs. 15,38,57,982/- (Rupees Fifteen Crores Thirty-Eight
Lakhs Fifty-Seven Thousand Nine Hundred Eighty-Two only) divided into 15,38,57,982 Equity shares of the
face value of Re. 1/- (Rupee One) each. The said shares are listed on BSE Limited.During the Financial Year
2024-2025, the Company has passed shareholder resolution through Extra Ordinary General Meeting held on
27th June 2024 & 28th December 2024 in which shareholders have approved the issue of 72,26,500 Equity
Shares & 1,33,85,739 Equity Shares respectively by way of Preferential Issue to specified investors other than
Promoters. The board in their meeting held on 13th July 2024 have approved the allotment of 1,28,27,648
equity shares by way of Preferential issue at face value of Re.1/- each for cash, at a price of of Rs. 19.71 equity
share (including a premium of Rs. 18.71 per equity share) aggregating Rs. 25,28,32,942.08.

Further, the Board in their meeting held on 15th January 2025 have approved the allotment of 43,57,001 equity
shares by way of Preferential issue at face value Re. 1/- each for cash, at a price of Rs. 44.36 per equity share
(including a premium of Rs. 43.36 per equity share), aggregating to Rs 19,32,76,564.36

During the year under review, the Company has neither issued any shares with differential voting
rights nor granted any stock options or sweat equity or warrants.

7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Aerpace Supercars Private Limited & Aerpace General Trading LLC are Subsidiary Companies of the
Company. Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of
Companies (Accounts) Rules, is attached as “Annexure A”. In accordance with the provision of section 136 of
the Companies Act, 2013, the annual report is placed on the company’s website www.aerpace.com. Aerpace
General LLC is incorporated in UAE. The said company is not yet operational.

8. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. BOARD OF DIRECTORS

Also, as per the recommendation of the Nomination and Remuneration Committee the Board at its Meeting
held on 14th May 2024 have appointed Mr. Ravi Soni as an Additional director in the capacity of Executive
Director of the Company. Further, in Extra Ordinary General Meeting of the Company held on 27th June 2024,
the shareholders of the company have approved the appointment of Mr. Ravi Soni as an Executive Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ravi Soni retires
by rotation and being eligible has offered himself for re-appointment.

The necessary resolutions for the appointment /re-appointment of the above-mentioned director and their
brief profile have been included in the notice convening the ensuing Annual General Meeting. The brief
resume of the Director seeking appointment / re-appointment at the ensuing Annual General Meeting, in
pursuance of Regulation 36(3) of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is
annexed to the Annual General Meeting Notice.

Mrs. Amisha Shah ceased to be director of the company with effect from 30th June 2024.

All the directors of the company have confirmed that they satisfy the ft and proper criteria as prescribed under
the applicable regulations and that they are not disqualified from being appointed as directors in terms of
section 164(2) of the Companies act, 2013.

10. INDEPENDENT DIRECTORS

Mrs. Akanksha Sunny Bilaney (DIN: 07093148) and Mr. Virendra Singh Verma (DIN: 07843461)are Independent
Directors of the company. The Company has received declaration of Independence from all the Independent
Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (LODR).

In the opinion of the Board, the Independent Directors fulfil the said conditions of Independence. The
Independent Directors have also confirmed that they have complied with the Company’s Code of Business
Conduct & Ethics.

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and
competencies of the Directors in the context of the Company’s business for effective functioning, which are
detailed in the Corporate Governance Report.

The Ministry of Corporate Affairs (‘MCA’) vide Notification No. G.S.R. 804(E) dated October 22nd, 2019 and
effective from December 01st, 2019 has introduced the provision relating to inclusion of names of
Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (‘IICA’). All
Independent Directors of your Company are registered with IICA. In the opinion of the Board, Independent
Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

11. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee and
individual Directors pursuant to provision of the Act and the corporate governance requirement as prescribed
by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation,
2015.The performance of the board was evaluated by the board after taking inputs from all the Directors on the
basis of criteria such as the Board Composition and structure, effectiveness of board process, information
and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on 5th January 2017.

A structured questionnaire was prepared after taking into consideration various aspects of Board’s

functioning like composition of the Board and its Committees, Board culture, performance of specific duties
and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes various
aspects to determine the performance of Directors of the Company. The basis for this evaluation includes
fulfilment of independence criteria, qualifications, knowledge, level of engagement and contribution, skills
and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, independence of
judgment, attendance at the meetings, understanding the business, regulatory, competitive and social
environment, understanding strategic issues and challenges etc. The Board of Directors expressed their
satisfaction over the evaluation process.

In a separate meeting of independent directors which was held on 6th February 2025, performance of
non-independent and the board as whole was evaluated, taking into account the views of executive directors
and non-executive directors. Performance evaluation of Independent director was done by the entire board,
excluding the independent director being evaluated.

12. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a “Board Diversity Policy”
which sets out the approach to diversity. The Board Diversity Policy of the Company is available at
www.aerpace.com

13. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction program for new
Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company
culture, through appropriate training programs. Such kind of training programs helps develop relationship of
the directors with the Company and familiarize them with Company processes. The management provides
such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to

• build an understanding of the Company's processes and

• fully equip Directors to perform their role on the Board effectively

14. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge, hereby
confirmed that

i. In the preparation of Annual Accounts and Financial Statements for the year ended March 31st, 2025, the
applicable accounting standards have been followed along with proper explanations relating to material
departures, if any;

ii. They have selected such accounting policies and applied them consistently and made judgment 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 of the profit and loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provision of this act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. They have prepared annual accounts on a going concern basis.

v. They have laid down internal financial control to be followed by the company and that such internal financial
control are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

15. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart
from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to
the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the
meetings.

Notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company.
The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the
meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take an informed decision.

The Board met 10 (Ten) times during the year. The details about the board meeting and the
attendance of the directors are provided in Corporate Governance Report.

16. BOARD COMMITTEES

The Company’s Board has the following Committees

Audit Committee

Stakeholder Committee

Nomination & Remuneration Committee

Details of all the above mentioned Committees constituted by the Board along with their
composition, terms of references and meetings held during the year are provided in the Report on
Corporate Governance which forms part of this Report

17. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company has following Key ManagerialPersonnel as
on 31st March 2025

1. Mr. Milan Shah, Managing Director

2. Mr. Anand Shah, Chief Financial Officer

3. Ms. Neha Mankame, Company Secretary & Compliance officer

18. AUDITORS

I . STATUTORY AUDITORS

M/s. Singrodia & Co LLP., Chartered Accountants (Firm Registration Number: W100280) as the Statutory
Auditors of the Company has resigned from the said post with effect from close of business hours on 11th
November 2024 due to their other commitments and other assignments that they are not in apposition to
devote time for the affairs of the Company.

The board have approved the aappointment of M/s. Ramanand & Associates, Chartered Accountants
(Firm Registration Number 117776W) as the Statutory Auditors for FY. 2024-25 to fill the causal vacancy caused
by the resignation of M/s Singrodia & LLP. Further, the shareholder at their Extra Ordinary General Meeting
held on 28th December 2024 have approved the appointment of M/S. Ramanand & Associates, Chartered
Accountants for the Financial Year 2024- 25, to fill the casual vacancy caused by the resignation of M/s
Singrodia & LLP, Chartere Accountants, to hold office until the conclusion of Annual General Meeting to be
held in the year 2025.

Further on the recommendation of the Audit Committee, and subject to the approval of the Members, the
Board of the Directors has recommended the appointment M/S. Ramanand & Associates, Chartered
Accountants as Statutory Auditor of the Company for the term of five consecutive years from the conclusion
14th Annual General Meeting till the conclusion of 18th Annual General Meeting to be conducted in the
financial year 2029-30.

II. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial personnel) Rules 2014, M/s. Jain Preeti & Company, Practicing Company Secretary, were
appointed to undertake the Secretarial Audit of the Company for the year 2024-25. The Secretarial Audit
Report for the year 2024-25 is annexed as “Annexure B” and forms part of this Report. The Secretarial Audit
Report for the financial year ended 31st March, 2025 does not contain any qualification, reservation, adverse
remark or disclaimer.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of
India on Board and General Meetings.

Further pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and recent amendments dated 13th
December, 2024 in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015, on the
recommendation of the Audit Committee, and subject to the approval of the Members, the Board of the
Directors has recommended the appointment of M/s Jain Preeti & Company, Practicing Company Secretaries
(Firm Registration No: 14964) as the Secretarial Auditors of the Company, to hold office for a term of five
consecutive years, from Financial Year 2025-2026 till Financial Year 2029-30.

III. INTERNAL AUDITORS

M/s Rohit Gondhiya & Associates Chartered Accountants (Firm Registration Number: 133649W) appointed as
Internal Auditor of the Company

19. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Annual Return of the Company for the Financial Year 31st
March 2025 in Form MGT-7 is uploaded on the website of the Company and can be accessed at
www.aerpace.com

20. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

21. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under
Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listin Regulations') and as approved
by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

22. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms an integral part of this report. A certificate from M/s Jain Preeti &
Company, Practicing Company Secretary regarding compliance on conditions of corporate governance as
stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

23. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system of Internal Financial
Control is commensurate with the size and nature of the Company’s business. The evaluation of these
internal financial controls was done through internal audit process, established within the Company and
through appointing professional firm to carry out such tests by way of systematic internal audit program.

Based on the review of the reported evaluations, the directors confirms that the financial statement for the
year ended March 31st, 2025, are in accordance with the applicable accounting standards.

24. RISK MANAGEMENT

The company has established a robust Risk Management system to identify & assess the key risks and ensure
smooth and efficient operations of the business. Your company is aware of these risks and challenges and
has put in place mechanism to ensure that they are managed and mitigate with adequate timely actions. The
audit committee reviews business risk area covering operational, financial, strategic and regulatory risks.

25. RELATED PARTY TRANSACTIONS

All contracts, arrangements/ transactions entered into during the year by the company with Related Parties
were in ordinary course of business and on an arm’s length basis. During the year under review, the company
had not entered into any contract / arrangement/ transactions with related parties which could be considered
as material. The particulars of contracts or arrangements referred to in section 188 (1) of the Companies Act,
2013 with related parties and as mentioned in form AOC-2 is attached as “Annexure C”.

26. PARTICULARS OF EMPLOYEE

During the year under report, your Company has not employed any person who was in receipt of
remuneration in excess of the limits specified under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information in terms of provision
of Section 197 (12) of Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure D”.

However pursuant to provision of section 136(1) of the Act, this report is being sent to the
shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder
interested in obtaining the said information, may write to the Company Secretary at the Registered
Office/ Corporate Office of the Company and the said information is open for inspection at the
Registered Office of the Company.

27. EMPLOYEE STOCK OPTION SCHEME

The board in their meeting held on 30th November 2024 have approved the Aerpace Industries Limited
Restricted Stock Unit Plan 2024 (Aerpace - RSU 2024) (ESOP Scheme). The ESOP Scheme was approved by
the members in the Extra Ordinary General Meeting held on 28th December 2024.

The ESOP Scheme was introduced by the Company in order to attract and retain talent as well as to motivate
employees of the Company and its Group Company(ies) including its holding / subsidiary / associate
company(ies) (Present and Future, if any) with incentives and reward.

During the year under review, the Company has not granted any stock options to eligible employees.

28. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to
organize various inbound and outbound training programs, recreation and team building activities to
enhance employee skills and motivation. Company also conducted various workshops and events for
grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements

29. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Cash Flow Statement & Consolidated Statement is appended.

30. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social
Responsibility is not applicable to the company

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Particulars of the loans given, investment made, or guarantee given, or security provided are provided in Note
to the Financial Statements.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality, the company has zero tolerance for sexual harassment at workplace. The
Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of
woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial Year 2024-25,
there were no complaints were received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. number of complaints pending as on end of the financial year - NIL

33. WHISTLE BLOWER/ VIGIL MECHANISM

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes
ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical
behavior. The Company has a whistle blower policy wherein the employees are free to report violations of
laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be
notified by the management to the employees / workers. The mechanism also provides for adequate
safeguards against victimization of directors and employees who avail of the mechanism and provide for
direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those

reporting violation is maintained, and they are not subjected to any discriminatory practice. However, no
violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee
during the year ended 31st March 2024. We affirm that during the financial year 2024- 25, no employee or
director was denied access to the Audit Committee.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO

A. Conservation of Energy

The Company has initiated to take adequate measures for conservation of energy. The Company shall explore
alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality
of its services and products.

C. Foreign Exchange Earnings and Outgo (Rs. in lakhs)

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with Secretarial Standards on meetings of Board of Directors and on General
Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Companies
Act, 2013.

36. MATERIAL CHANGES AND COMMITMENTS

During the year, there is no material changes.

37. POSTAL BALLOT

During the year, no resolutions were passed through Postal Ballot.

38. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (Code), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders
at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees, and other employees. The Company
also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees,
and other employees from trading in the securities of the Company at the time when there is unpublished
price sensitive information.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which would
impact the going concern status and the Company’s operations in future.

40. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the
Companies Act, 2013

41. INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the
Company under the Insolvency and Bankruptcy Code 2016 during the year.

42. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks
or financial institutions during the year.

43. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
ANDPROTECTION FUND

The Company was not required to transfer any amount to the Investor Education and Protection Fund

44. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders, valued customer, banks, government
and statutory authorities, investor, and stock exchange for their continued support to the company. Your
directors wish to place on record their deep sense of appreciation for the committed services by employees.
Your directors acknowledge with gratitude the encouragement and support extended by our valued
shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

Mrs.Prem Singh Rawat Mr.Milan Bhupendra Shah

Director Managing Director

DIN: 01423453 DIN: 08163535

Date 18th July 2025
Place: Mumbai