To the Members of
Aeroflex Industries Limited
It gives your Directors great pleasure to present the Thirty-First (31st)
Annual Report, highlighting the Company's performance and achievements during the
financial year ended 31st March 2025, along with the Audited Standalone and
Consolidated Financial Statements.
1. FINANCIAL HIGHLIGHTS
Your Company's performance during the financial year as compared
to the previous financial year is summarised as below:
(INR in Lakhs, except EPS data)
Particulars |
Standalone FY 2024-25 |
Consolidated FY 2024-25 |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
Sales and other income |
37,529.27 |
32,168.72 |
37,876.24 |
32,175.05 |
Profit before tax, depreciation, exceptional items and
Interest |
8,068.35 |
6,566.83 |
8,157.96 |
6,565.08 |
Interest |
34.97 |
213.86 |
35.92 |
213.86 |
Depreciation |
1,100.26 |
626.19 |
1,127.23 |
626.19 |
Profit before Tax and Exceptional Items |
6,933.13 |
5,726.78 |
6,994.81 |
5,725.03 |
Less: Exceptional Items |
|
|
|
|
Diminishing in value of Investment |
(19.28) |
- |
- |
- |
Less: Provisions for tax: |
|
|
|
|
Current Tax |
1,662.00 |
1,415.70 |
1,673.00 |
1,415.70 |
Deferred Tax (Assets)/ Liability |
75.53 |
43.93 |
84.54 |
43.93 |
Taxation of Earlier Year |
(13.49) |
91.99 |
(13.49) |
92.00 |
Profit after tax |
5,189.81 |
4,175.15 |
5,250.76 |
4,173.40 |
Earnings per equity share |
4.01 |
3.39 |
4.06 |
3.39 |
2. STATE OF COMPANY'S AFFAIRS
Aeroflex Industries Limited is primarily engaged in the manufacturing
of Metallic Flexible Flow Solutions, which are widely used across diverse industries
including oil and gas, aerospace, petrochemicals, renewable energy, electric mobility and
other critical engineering sectors. The Company continues to maintain its position as a
leading player in the flexible flow solutions segment, known for its quality, reliability,
and customer-centric innovation.
During the financial year ended 31st March 2025, the Company reported a
Standalone Revenue from Operations of INR 37,290.45 Lakhs, registering a robust growth
over the previous year's revenue of INR 31,784.40 Lakhs. The Standalone Net Profit
for the year stood at INR 5,189.81 Lakhs, as compared to INR 4,175.15 Lakhs in the
previous financial year, reflecting strong operational performance and efficient cost
management.
On a consolidated basis, the Company achieved a Revenue from Operations
of INR 37,622.79 Lakhs (previous year: INR 31,790.73 Lakhs) and a Net Profit of INR
5,250.76 Lakhs (previous year: INR 4,173.40 Lakhs), continuing its upward growth
trajectory.
In response to increasing market demand and in alignment with its
long-term strategic vision, the Company undertook significant capacity expansion
initiatives during the year. These included installation of advanced machinery and
enhancement of operational capabilities aimed at improving efficiency, product output, and
delivery timelines. These expansions are expected to support future growth, cater to a
broader customer base, and strengthen the Company's global footprint.
Despite the challenging global economic environment, Aeroflex
Industries demonstrated resilience and agility in its operations. The Company's
emphasis on product innovation, quality assurance, and customer satisfaction enabled it to
consolidate its leadership position and enhance its competitiveness in both domestic and
international markets.
Aeroflex remains committed to sustainable growth, value creation for
stakeholders, and adherence to the highest standards of corporate governance.
3. DIVIDEND
Your Directors have pleasure in recommending payment of final dividend
Re. 0.30/- (thirty paisa Only) being 15 % per share on Equity Share of INR 2/- for the
financial year ended 31st March, 2025. This will absorb total cash outflow of INR
3,87,96,111/-. The final dividend, if approved by shareholders in the ensuing Annual
General meeting, will be paid to those members whose names shall appear on the Register of
Members / List of Beneficiaries.
The Board of Directors of the Company has approved a Dividend
Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has
been uploaded on the Company's website at
https://www.aeroflexindia.com/wp-content/uploads/ Dividend-Distribution-Policy.pdf.
4. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statement relates and the date of report.
5. CHANGES IN THE NATURE OF BUSINESS
During the year under review there has been no change in the business
of the Company.
6. TRANSFER TO RESERVE
During the year no amount was transferred to any Reserves.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNINGS AND OUTGO
The i nformation on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act, read
along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure
- A
8. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (Rules') are annexed to this
report as Annexure B In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other
particulars of employees drawing remuneration in excess of the limits set out in the said
Rules forms part of this report. Further, the report and the annual accounts are being
sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act,
the said statement will be open for inspection upon request by the Members. Any Member
interested in obtaining such particulars may write to the Company Secretary and Compliance
officer at corporate@aeroflexindia.com.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
system established and maintained by the Company, work performed by the internal,
statutory, and secretarial auditors and external agencies including audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of its knowledge and ability confirms that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to the material
departures;
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, and the adequate steps have been taken to make
it afresh, in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis.
v) they have had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
vi) they have had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Board comprised of 7(Seven)
Directors including 4 (Four) Independent Directors. The Board has an appropriate mix of
Executive, Non-Executive and Independent Directors, which is in compliance with the
requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and is also aligned with the best practices of Corporate
Governance.
I. Retirement by Rotation
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. Harikant Ganeshlal Turgalia (DIN: 00049544) Director of
the Company, retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible, have offered himself for reappointment and your Board recommends his
reappointment.
II. Appointment and Re- appointment
During the year under review, Mr. Ramesh Chandra (DIN: 00049497) was
re-appointed as an Independent Director of the Company to hold office for a second term of
five consecutive years commencing from 15th October 2024 to 14th October 2029. Aforesaid
appointment was approved by the Members at the 30th AGM held on 5th July 2024.
Moreover, the first term of Mr. Parthasarathi Sarkar (DIN:00047272) as
Independent Director of the Company expires on 2nd September 2025. The Board placed on
record its appreciation for the valuable services rendered by Mr. Parthasarathi Sarkar
with his association as an independent director of the Company and proposes to re-appoint
him as an Independent Director for the second term of 5 (five) consecutive years
commencing from 3rd September 2025 to 2nd September 2030 subject to approval of the
shareholders.
Brief details of directors proposed to be reappointed/ remuneration to
be approved as stipulated under Regulation 36(3) of the SEBI (Listing Obligations &
Disclosure Requirements)
Regulations, 2015 and Secretarial Standard
- 2 (SS-2) issued by the Institute of Company Secretaries of India
(ICSI), are provided in Notice of Annual General Meeting of the Company.
III. Cessation
During the year under review, there has been no cessation or
resignation of any Director.
IV. Key Managerial Personnel ("KMP")
During the financial year ended 31st March, 2025, the following persons
were acting as Key Managerial Personnel of the Company in compliance with the provisions
of Section 203 of the Companies Act, 2013:
Name of the KMP |
Designation |
1. Mr. Asad Daud |
Managing Director |
2. Mr. Mustafa Abid |
Whole Time Director & |
Kachwala |
Chief Financial Officer |
3. Ms. Kinjal Shah |
Company Secretary & |
|
Compliance officer |
V. Declaration from Independent Directors
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. The Independent Directors of the Company have undertaken requisite steps
towards the inclusion of their names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the management.
The Company had sought a certificate from the M/s. S.K. Jain & Co,
Secretarial Auditor of the Company confirming that none of the Directors on the Board of
the Company have been debarred or disqualified from being appointed and/or continuing as
Directors by the SEBI/MCA or any other such statutory authority.
VI. Annual performance evaluation by the Board
The annual evaluation of the Board of Directors, individual Directors,
and Committees was conducted in accordance with the provisions of the Companies Act, 2013,
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board's performance was assessed based on inputs received from
all Directors, considering criteria such as Board composition and structure, effectiveness
of Board processes, quality of information, and overall functioning. Similarly, the
performance of various Committees was evaluated by the Board after obtaining feedback from
Committee members, focusing on aspects like Committee composition and the effectiveness of
meetings. These evaluation criteria broadly align with the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of individual Directors against parameters including their preparedness
for meetings, meaningful participation, and contributions to Board and Committee
discussions.
In a separate meeting exclusively of the Independent Directors, the
performance of Non-Independent Directors and the Board as a whole was reviewed. The
Independent Directors also evaluated the Chairman of the Board, considering the
perspectives of both Executive and Non-Executive Directors. Furthermore, the Board
assessed the quality, adequacy, and timeliness of information flow between the
Company's management and the Board, ensuring the Board is well-equipped to discharge
its duties effectively. The performance of Independent Directors was reviewed by the
entire Board, excluding the Independent Director under evaluation.
VII. Familiarisation Programme for Independent Directors
The Company has established and implemented a framework for
Familiarisation Programmes for Independent Directors. The primary objective of this
framework is to provide Independent Directors with comprehensive insights into the
Company's business, operations, and regulatory environment, thereby enabling them to
contribute effectively and meaningfully to the Board's decision-making process.
During the financial year under review, the Company conducted
Familiarisation Programmes for its Independent Directors to enhance their understanding of
the Company's strategic priorities, business model, and governance practices.
Details of the Familiarisation Programme are available on the
Company's website at https:// www.aeroflexindia.com/investor-relation/
11. SUBSIDIARY & ASSOCIATE COMPANIES Subsidiary Company
Hyd-Air Engineering Private Limited is a Wholly Owned Subsidiary of the
Company.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial statements of Hyd-Air
Engineering Private Limited in Form AOC-1, is annexed as Annexure C
Aeroflex Industries Limited, U.K, a Wholly Owned Subsidiary Company
incorporated in United Kingdom was dissolved w.e.f. 18th March 2025. Consequently, it
ceased to be a subsidiary of the Company from the said date.
Holding Company
Your Company is a subsidiary of Aeroflex Enterprises Limited (Formerly
known as SAT Industries Limited) with a holding of 61.23%.
Joint Ventures and Associates
The Company had no Joint Venture or Associate Company during the
financial year under review.
12. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements required pursuant to section
129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rule,
2014 have been prepared in accordance with the relevant accounting
standards as per the Companies (Indian Accounting Standard) Rules, 2015. The audited
consolidated financial statement is provided along with the Standalone Financial
Statement.
13. DEPO SITS
The Company has not accepted any Deposit within the meaning of Section
73 of the Companies Act, 2013 and rules made there under. As such, no amount of principal
or interest was outstanding as of the Balance Sheet date, nor is there any deposit in
non-compliance of Chapter V of the Companies Act, 2013.
14. MEETINGS OF THE BOARD
Seven meetings of the Board of Directors were held during the year. The
particulars of meetings held and attended by each Director are detailed in the Corporate
Governance Report forming part of the Annual Report.
15. INDEPENDENT DIRECTORS MEETING
During the year under review a separate meeting of the Independent
Directors of the Company was held on 11th March 2025, without the presence of other
Directors and members of Management. The Independent Directors reviewed the performance of
Non-Independent Directors and the Board as a whole, performance of Chairperson of the
Company and assessed the quality, quantity and timeliness of flow of information between
the Company management and the Board.
16. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
The Company has not given any loan or guarantee or provided any
security during the year under review. Particulars of investments made are provided in the
Standalone Financial Statement. Members may refer to Note 5 to the Standalone Financial
Statement.
17. PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties entered into during the
financial year were in ordinary course of business and on arm's length basis. No
Material Related Party Transactions were entered into during the financial year under
review by the Company. Accordingly, the disclosure on Related Party Transactions, as
required under Section 134(3) of the Companies Act, 2013, in Form AOC-2 is not applicable.
The Company has formulated a policy on dealing with Related Party
Transactions. The same is available on the Company's website at
https://www.aeroflexindia. com/wp-content/uploads/RPT-Policy-15.01.2025.pdf. The details
of all the transactions with Related Parties are provided in the accompanying financial
statements. Members may refer to Note 36 to the Standalone Financial Statement which sets
out related party disclosures pursuant to IND AS-24.
18. POLICY ON APPOINTMENT AND REMUNERATION
FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and on recommendation of the Nomination & Remuneration Committee,
the Board of Directors have adopted a policy for selection and appointment of Directors,
Key Managerial Personnel (KMPs'), Senior Management Personnel
(SMPs') and their remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other related matters,
the key features of which is as follows: The Committee shall identify and ascertain the
integrity, qualification, expertise and experience of the person proposed to be appointed
as Director, KMP or Senior Managerial Personnel and recommend to the Board his/her
appointment.
A person should possess adequate qualification, expertise and
experience for the position for which appointment is considered. The Committee has
discretion to decide whether qualification, expertise and experience possessed by the
person is sufficient as per the requirement of the concerned position. The Company shall
not appoint or continue employment of any person as Managing Director, Whole-time Director
or Manager who has attained the age of seventy years provided that the term of person
holding this position may be extended beyond the age of seventy years with the approval of
the shareholders by passing a special resolution based on the justification stating
reasons/ clarification for extension of appointment beyond seventy years. Additionally in
compliance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company shall not appoint or continue the appointment
of a non-executive director who has attained the age of seventy-five years, unless a
special resolution is passed by the shareholders, to that effect, in which case the
explanatory statement annexed to such motion shall indicate the justification appointing
such person.
The Nomination and Remuneration Policy has been placed on the website
of the Company viz. https://www.
aeroflexindia.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf.
19. CORPORATE SOCIAL RESPONSIBILITY
Pursuant of the provisions of Section 135 read with Companies
(Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social
Responsibility committee and Corporate Social Responsibility (CSR) Policy.
The brief outline of the Corporate Social Responsibility (CSR) Policy
of your company along with the initiative taken by it are set out in Annexure- D of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The policy is available on the website of the Company, https://www.
aeroflexindia.com/wp-content/uploads/Policy-on-Corporate-Social-Responsibility.pdf.
As on the year ended 31st March 2025, the composition of the
CSR Committee is as follows:
Name of the Committee Members |
Designation |
1. Mr. Asad Daud |
Chairperson |
2. Mr. Ramesh Chandra Soni |
Member |
3. Mr. Mustafa Abid Kachwala |
Member |
4. Mr. Arpit Khandelwal |
Member |
20. THE DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there has been no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company's operations in future.
21. COPY OF ANNUAL RETURN
As required under Section 92(3) read with the Section 134(3)(a) of the
Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the
copy of Annual Return in Form MGT-7 as on 31st March, 2025 will be placed on the website
of the Company and can be accessed at https://www.aeroflexindia.com/.
22. STATUTORY AUDITORS
In line with the requirements of the Companies Act 2013, at the 27th
Annual General Meeting M/s. Shweta Jain
& Co., Chartered Accountants (FRN: 127673W) were appointed as the
Statutory Auditors of the Company to hold the office for a period of 5 consecutive years.,
from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual
General Meeting of the Company.
M/s. Shweta Jain & Co., Chartered Accountants have furnished
written confirmation to the effect that they are not disqualified from acting as the
Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of
the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014.
The Auditor's Reports on the Standalone and the Consolidated
Financial Statements for the financial year ended 31st March 2025 do not contain any
qualification, reservation or adverse remark requiring any explanations / comments by the
Board of Directors.
23. REMARKS ON QUALIFICATIONS BY STATUTORY
AUDITORS AND SECRETARIAL AUDITORS
The Statutory Auditors and the Secretarial Auditors have not made any
qualifications, observations or adverse remark in their Reports.
Further, none of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the Act.
24. CORPORATE GOVERNANCE
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Integrity and
transparency are key to our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Corporate governance is about
maximising shareholder value legally, ethically and sustainably.
The Company has taken adequate steps to adhere to all the stipulations
laid down in Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate
Governance along with the certificate from Dr. S.K. Jain from M/s. S. K Jain & Co.,
Practicing Company Secretaries confirming the compliance of Corporate Governance
requirements is annexed as Annexure - E to the Board report.
Your Company has also been enlisted in the new SEBI compliant redressal
system (SCORES), enabling investors to register their complaints, if any, for speedy
redressal.
25. COMPOSITION OF AUDIT COMMITTEE
As on 31st March, 2025, the Audit Committee comprised of Mr. Ramesh
Chandra Soni, Mr. Arpit Khandelwal, Independent Directors and Mr. Asad Daud, Managing
Director of the Company.
Mr. Ramesh Chandra Soni is the Chairman of Audit Committee of the
Company. The Company Secretary and Compliance Officer of the Company acts as Secretary of
the Audit Committee. All the recommendations made by the Audit Committee were accepted by
the Board of Directors of the Company. Other details with respect to Audit Committee are
given in Report of Corporate Governance, forming part of this Report.
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect to auditing and accounting matters. It also
supervises the Company's internal control and financial reporting process and vigil
mechanism.
26. COMMITTEES OF THE BOARD
In accordance with the provisions of the Companies Act, 2013, the
Company has constituted Five committees of the Board, namely:
1. Audit Committee
2. Stakeholders' Relationship Committee;
3. Nomination & Remuneration Committee
4. Corporate Social Responsibility Committee and
5. Banking & Finance Committee
A detailed note on the composition of the Board and its committees,
including its terms of reference, is provided in the Corporate Governance Report. The
composition and terms of reference of all the Statutory & other Committee(s) of the
Board of Directors of the Company is in line with the provisions of the Act and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management's
Discussion and Analysis Report is set out in this Annual Report.
28. SHARE CAPITAL
As on 31st March 2025, the Authorised Share Capital of the Company was
INR 56,00,00,000 /- (Rupees Fifty-Six Crores only) divided into 17,50,00,000 (Seventeen
Crore Fifty Lakhs) Equity Shares of INR 2/- each (Rupees Ten Only),10,00,000 (Ten Lakhs)
Series "A" Compulsorily Convertible Preference Shares of INR 10/- each (Rupees
Ten) and 10,00,000 (Ten Lakhs) Series "A" Compulsorily Convertible Preference
Shares of INR 200/- each (Rupees Two Hundred) respectively. The issued, subscribed and
paid-up equity share capital of your Company as on 31st March, 2025, is INR 25,86,40,740/-
divided into 12,93,20,370 Equity shares of INR 2/- each.
29. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with
Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee,
appointed M/s. D M Jain & Co., Chartered Accountants, Mumbai, as Internal Auditors of
the Company for the financial year 2024-25. The Internal Auditors monitor and evaluate the
effectiveness and adequacy of internal control systems in the Company, its compliances
with the operating systems, accounting procedure and polices at all locations of the
Company and reports to the Audit Committee on a quarterly basis.
30. RISK MANAGEMENT
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is carried out to identify, evaluate, manage and
monitor both business and non-business risks. The Board periodically reviews the risks and
suggests the steps to be taken to control and mitigate the same through a properly defined
framework.
The Policy is displayed on the website of the Company at
https://www.aeroflexindia.com/wp-content/uploads/ Risk-Management-Plan-28-06-2024.pdf.
31. INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, size and complexity of its operations.
Internal control systems comprising of policies and procedures are designed to ensure
reliability of financial reporting, compliance with policies, procedures, applicable laws
and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.
32. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, Aeroflex Industries Limited, U.K, ceased
to be a subsidiary of your Company.
33. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not
applicable to the Company.
34. COMPLIANCE WITH THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013
It is stated that the Company has constituted Internal Complaints
Committee and complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Your directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
35. VIGIL MECHANISM/WHITSLE BLOWER POLICY
The Company has adopted Vigil Mechanism / Whistle Blower Policy, which
was approved and adopted by the Board of Directors of the Company as per the provisions of
Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and
Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
The said policy provides a formal mechanism for all Directors and
employees of the Company to approach Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behaviour, actual or suspected fraud and
violation of the Company's Code of Conduct and Business Ethics. Under the Policy,
each Director / employee of the Company has an assured access to the Chairperson of the
Audit Committee.
The Policy is displayed on the website of the Company at
https://www.aeroflexindia.com/wp-content/uploads/ Vigil-Mechanism-policy.pdf.
36. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. S. K Jain & Co., Practicing Company Secretaries to
undertake Secretarial Audit of the Company for the financial year 2024-25. The Secretarial
Audit Report is appended as Annexure F and forms part of this Report.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and your directors confirm compliance of the same during the
financial year under review.
38. VALUATION OF ASSETS
During the financial year under review, there was no instance of
one-time settlement of loans / financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
39. AEROFLEX INDUSTRIES LIMITED _ EMPLOYEE
STOCK OPTION PLAN 2024 _"ESOP 2024"_
The company has approved the "Aeroflex Industries Limited -
Employee Stock Option Plan 2024 ("ESOP 2022")" in its 30th Annual General
Meeting held in the year 2024.
During the financial year under review, no options were granted.
40. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: (a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme. (c) None of the Whole-time Director or Managing director of the
Company received any remuneration or commission from any of its holding or subsidiary.
(d) No application was filed under the Insolvency and Bankruptcy Code,
2016.
41. A CKNOWLEDGEMENTS
The Board of Directors wishes to place on record its heartfelt
appreciation for the unwavering commitment, hard work, and dedication demonstrated by all
employeesoftheCompany,whohavebeeninstrumental in driving its continued growth and success.
The Board also conveys its sincere gratitude for the steadfast support
and cooperation extended by the Government and regulatory authorities, stock exchanges,
depositories, banks, valued customers, vendors, and esteemed members. Their trust and
collaboration have played a vital role in enabling the Company to navigate challenges and
achieve its strategic objectives during the year under review.
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For and on behalf of the Board of Directors of |
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AEROFLEX INDUSTRIES LIMITED |
Asad Daud |
Mustafa Abid Kachwala |
Managing Director |
Whole-time Director & CFO |
DIN: 02491539 |
DIN: 03124453 |
Place: Mumbai |
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Dated: July 08, 2025 |
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