To,
The Members of
Aeron Composite Limited
Survey No.170 to 174, Jornang-Akhaj Road,
Via Ambaliyasan, Ta & Dist-Mehsana,
Jornang-382732, Gujarat, India
Your Directors are pleased to present their 15th Board Report on the business and operations of the company and the Audited Financial Statement of the company for the Financial Year ended on 31st March, 2026 (Reporting Period).
01. Performance Highlight (Standalone)
Your Company has performed during the reporting period as follows
(Figures. In Lakhs)
| 1 Particulars | 31.03.2026 | 31.03.2025 |
| Revenue from Operations | 22183.75 | 21801.09 |
| Other Income | 274.97 | 259.19 |
| Total Revenue | 22458.72 | 22060.28 |
| Less: Total Expenditure | 21268.15 | 20241.88 |
| Profit / Loss Before Tax and exceptional item | 1190.57 | 1818.40 |
| Less: Exceptional Item | 18.71 | 0.00 |
| Profit/(Loss) before Extraordinary Item and Tax | 1171.86 | 1818.40 |
| Less: Tax Expenses-Current | 258.89 | 517.37 |
| Deferred | 41.34 | -33.30 |
| Net Profit / Loss after Tax | 871.63 | 1334.33 |
| Earnings Per Share in Rs. (Basic & Diluted) | 5.12 | 8.84 |
02. State Of Companys Affairs and Operations:
Your Company is engaged into the business of manufacturing of Fiber Glass Reinforced Plastic Products (i.e. Manufacturing and Supplying of FRP Products) with its fully integrated infrastructure plant located at Village, Jornang Dist. Mehsana, Gujarat. The Company manufactures wide range of FRP Products.
Standalone Operating Results:
During the year under review, the Standalone Total Revenue of your Company has been increased to Rs. 22458.72 lacs for the financial year 2025-26 compared to Rs. 22060.28 lacs for the previous financial year 2024-25 and registered growth of 1.81 % during the year under report.
Your Company has earned a Profit after Tax (PAT) of Rs. 871.63 lacs in the financial year 2025-26 as compared to PAT of Rs. 1334.33 lacs in the previous financial year 2024-25 which shows decrease of 34.67% in the year under review. The profit was decreased due to the factors beyond the control of the management of the Company.
03. Segment reporting:
The Company has only one primary reportable segment viz. fiber glass reinforced polymer plastic products (i.e. Manufacturing and supplying of FRP products) as per Note No. 38 of Financial Statement.
04. Company Background:
Aeron Composite Limited (CIN:L25209GJ2011PLC065419) was originally incorporated in the name as Aeron Composite Private Limited under the Companies Act, 1956 on 13/05/2011. The Company was then converted into a Public Company and the name of the Company was changed to Aeron Composite Limited and a Fresh Certificate of Incorporation consequent upon conversion and change of name of Company from Private Limited to Public Limited was issued by the Registrar of Companies, Ahmedabad on 19/06/2024. The entire share capital is listed on NSE Emerge Platform since September, 04, 2024.
05. Statement Of Changes In Equity Share Capital:
As on March 31,2026, the Authorized Share Capital of the Company stood at Rs.
20.00. 00.000 /- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each. Whereas, the issued, subscribed & paid-up equity share capital of your Company stood at Rs.
17.02.00. 000/- (Rupees Seventeen Crore Two Lakh only) divided into 1,70,20,000 (One Crore Seventy Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each. There is no change in the equity share capital of the Company during the year under review.
06. Dividend
Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses, hence need to conserve resources. Keeping the objective in view, your Directors do not recommend any dividend.
07. Transfer to Reserves:
During the year, the Board of your Company has not appropriated any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company as per Note No. 5 of Financial Statement of the company for F.Y. ended on 31st March, 2026.
08. Change In The Nature of Business
There is no Change in the nature of the business & operation of the Company done during the year under review.
09. Sweat Equity Shares:
As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.
10. Differential Voting Rights:
As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.
11. Employee Stock Options:
As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.
12. Depository System:
As the Members are aware, the shares of your Company are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Companys Equity shares is INE0WL801011.
13. Quality Initiative
The Company continues to sustain its commitment to the highest levels of quality, superior service management, and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
14. Transfer of shares and unpaid/unclaimed dividend to Investor Education and Protection Fund:
During the year under 2025-26, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.
15. Directors and Key Managerial Personnel (KMPs):
- Board of Directors and KMPs:
The Board of Directors of the Company consists of (1) Mr. Dilipkumar Ratilal Patel, 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 Kumar Mandovara and (6) Mrs. Poonam Neelendu Savalia as Non-Executive Independent Directors of the Company.
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
- Retired by Rotation:
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Ravi Pankajkumar Patel (DIN 03427590) (Whole Time Director), retires by rotation at the 15th Annual General Meeting and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment.
- Declaration by the independent directors:
The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. During the year under review, the Non-Executive Directors/Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for attending meetings of the Board and Committee of the Company.
- Disclosure by directors:
The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct of the Company.
16. Meetings of The Board Of Directors:
(A) Board of Directors Meeting
During the financial year 2025-26, there were 8 (Eight) meetings of the Board of Directors held on (1) 10/04/2025 (2) 23/05/2025 (3) 20/08/2025 (4) 26/09/2025 (5) 14/11/2025 (6) 22/11/2025 (7) 26/12/2025 (8) 25/03/2026 in compliance to the provisions of the Companies Act, 2013 and Secretarial Standards issued by the Institute 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 the year are given below:
| Sr. No. | Name of Director | No. of Meetings entitled to attend | No. of meetings Attended |
| 01 | Dilipkumar Ratilal Patel | 08 | 07 |
| 02 | Chirag Chandulal Patel | 08 | 08 |
| 03 | Pankaj Shantilal Dadhaniya | 08 | 06 |
| 04 | Ravi Pankajkumar Patel | 08 | 08 |
| 05 | Naveen Kumar Mandovara | 08 | 06 |
| 06 | Poonam Neelendu Savalia | 08 | 06 |
(B) Audit Committee Meeting of Board of Directors
The Audit Committee is duly constituted in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its power) Rules, 2014. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013.
As on 31st March, 2026 the Companys Audit Committee comprised of:
| Name of the Director | Status in Committee | Nature of Directorship |
| Naveen Kumar Mandovara | Chairman | Non-Executive Independent Director |
| Poonam Neelendu Savalia | Member | Non-Executive Independent Director |
| Chirag Chandulal Patel | Member | Managing Director |
| The Audit Committee Meetings were duly convened during the year ended 31st March, 2026 detailed as follows: | ||
| Date of Meeting | No. of Directors eligible to attend | No. of Directors attended the meeting |
| 23/05/2025 | 03 | 03 |
| 20/08/2025 | 03 | 03 |
| 14/11/2025 | 03 | 03 |
| 22/11/2025 | 03 | 03 |
| 26/12/2025 | 03 | 03 |
All the recommendations made by the Audit Committee during the Financial Year 2025-26 were accepted by the Board.
(C) Nomination & Remuneration Committee Meeting of Board of Directors
The Nomination and Remuneration Committee is constituted in accordance with the Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.
As on 31st March, 2026 the Companys Nomination and Remuneration Committee comprised of:
| Name of the Director | Status in Committee | Nature of Directorship |
| Naveen Kumar Mandovara | Chairman | Non-Executive Independent Director |
| Poonam Neelendu Savalia | Member | Non-Executive Independent Director |
| Dilipkumar Ratilal Patel | Member | Non-Executive Director |
The Nomination and Remuneration Committee Meeting was duly convened during the year ended 31st March, 2026 as detailed below:
| Date of Meeting | No. of Directors eligible to attend | No. of Directors attended the meeting |
| 23/05/2025 | 03 | 03 |
| 20/08/2025 | 03 | 03 |
| 14/11/2025 | 03 | 02 |
(D) Stakeholders Relationship Committee Meeting of Board of Directors
The Stakeholders Relationship Committee is constituted in accordance with the Section 178(5) of the Companies Act, 2013.
As on 31st March, 2026 the Companys Stakeholders Relationship Committee comprised of:
20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as Annexure - A.
| Name of the Director | Status in Committee | ] Nature of Directorship |
| Dilipkumar Ratilal Patel | Chairman | Non-Executive Director |
| Naveen Kumar Mandovara | Member | Non Executive |
| Independent Director | ||
| Pankaj Shantilal Dadhaniya | Member | Whole-Time Director |
The StakeholdersRelationship Committee Meeting was duly convened during the year ended 31st March, 2026 as detailed below:
| Date of Meeting | No. of Directors eligible to attend | No. of Directors attended the meeting |
| 23/05/2025 | 03 | 02 |
| 14/11/2025 | 03 | 02 |
Corporate Social Responsibility Committee Meeting of Board of Directors
The Corporate Social Responsibility Committee is constituted in accordance with the provision of the Companies Act, 2013.
As on 31st March, 2026 the Companys Corporate Social Responsibility Committee comprised of:
| Name of the Director | Status in Committee | ^Nature of Directorship |
| Chirag Chandulal Patel | Chairman | Managing Director |
| Naveen Kumar Mandovara | Member | Non-Executive |
| Independent Director | ||
| Pankaj Shantilal Dadhaniya | Member | Whole-Time Director |
During the financial year 2025-26, there was 1 (One) Corporate Social Responsibility Committee Meeting held on 02/03/2026 and this meeting was attended by all its members.
17. General Meetings
During the Year Under review an Annual General Meeting was held on 26th September, 2025 and 1 (One) Extra Ordinary General Meetings was held on 30/01/2026 in compliance to the provisions of the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India.
18. Formal evaluation of the performance of the board, committees of the board and individual directors under Section 134(3)(P) of The Companies Act, 2013:
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.
21. Particulars of Employees:
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure - B to this report.
22. Details of Subsidiary, Joint Venture or Associate Companies:
During the financial year 2025-26, no company became or ceased to be a subsidiary, joint venture or associate of the Company. As at 31 March 2026, the Company had no subsidiary company, Holding company, joint venture or associate.
23. Internal Control and their Adequacy
The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.
24. Corporate Social Responsibility (CSR):
Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. The function of CSR Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at https://www.aeroncomposite.com/ investorrelations.html.
The Annual Report on CSR Activities during the financial year 2025-26 forming part of this Boards Report is annexed herewith as Annexure- C to this report.
25. Related Party Transactions:
All the related party transactions that were entered during the financial year were in the ordinary course of business of the Company and were on arms length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company and all Related Party transactions are placed before the Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company https://www.aeroncomposite.com/ investorrelations.html.
The details of the related party transactions for the financial year 2025-26 is given in notes of the financial statements, forming part of this Annual Report.
There is no material related party transaction exceeding ten percent of the annual consolidated turnover as per the last audited financial statements.
26. Auditors.
I. Statutory Auditors:
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 terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.
The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgment.
The Members of the Company, at the 13th Annual General Meeting (AGM) held on 25th October, 2024 approved appointment of M/s. Dinesh R. Thakkar & Co., Chartered Accountants, as Statutory Auditors for a term of five consecutive years from the conclusion of 13th AGM to the conclusion of 18th Annual General Meeting.
The Audited Standalone financial results for the year ended March 31, 2026, have been prepared in accordance with the recognition and measurement principles as per Accounting Standards (AS). The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do 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 the Company is a part of this Annual Report.
19. Familiarization Program for Independent Directors:
Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments was/were issued at the time of appointment. Familiarization Program for Independent Directors includes regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. Your Company is working to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.
There were neither any qualifications, reservations, nor adverse remark given by the Statutory Auditors in their Report.
Reporting of fraud by Statutory Auditors:
During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors Report.
II. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s M. A. Nakrani & Associates, Practicing Company Secretary, Ahmedabad (Firm Registration No.: S1993GJ11100) to conduct a Secretarial Audit for the year 2025-26. The Secretarial Audit Report for the year ended March 31,2026, is annexed herewith as Annexure - D to this Boards Report.
The said secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
III. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board has appointed M/S. G B & Co., Chartered Accountants, Ahmedabad as an Internal Auditor of the Company for conducting internal audit of the Company for F.Y. 2025-26.
IV. Cost Auditor:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules thereof the Board of Directors of the Company has appointed Mr. Alok Sharma, Cost Accountants, Ahmedabad (Firm Registration No.: 100974) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year ending at March 31, 2026. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor for F.Y. 2026-27 will be placed for ratification/approval of Members at the 15th Annual General Meeting.
Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, are maintained by the Company for the financial year 2025-26.
27. Material order passed by regulators/courts/tribunals:
There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and companys operations in future.
28. Deposits:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
29. Corporate Governance Report:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed entity which has listed its specified securities on the SME Exchange.
Since your Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.
30. Management Discussion and Analysis:
The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Annual Report.
31. Particulars of Loans, Guarantees or Investments made under Section 186 of The Companies Act, 2013 :
During the financial year under report the company has not made any loan, investments etc. under Section 186 of the Companies Act, 2013 and rules made there under hence no disclosure.
32. Material changes affecting the financial position of the company:
No material changes and commitments affecting the financial position of the Company have occurred between period from the end of the financial year of the Company to which the Financial Statements relate and the date of this report.
33. Directors Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in 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 Accounting Standards had been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit /loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Annual Accounts on a going concern basis;
e) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. Adequacy of Internal Financial Control:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. Further, the Board had appointed Internal Auditor of the Company for the financial year 2025-26 pursuant to the provisions of Section 138 of the Companies Act, 2013.
35. Compliance With Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.
36. Annual Return:
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
37. Disclosure Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013:
Your Company has always believed in providing a safe and harassment-free workplace for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has constituted an Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equal representation of men and women and is chaired by senior woman employee of the Company.
The following is the summary of sexual harassments complaints received and disposed of during the financial year ended March 31,2026.
No. of Complaints Received - Nil
No. of Complaints disposed of - Nil
No. of Cases Pending for more than 90 Days - Nil
38. Risk Management and its Policy:
Your Companys Risk Management practice seeks to sustain the long-term vision and mission of your Company. It continuously evaluates the various risks surrounding the business and seeks to review and upgrade its risk management process. To further endeavor, your Board constantly formulates strategies directed at mitigating these risks which get implemented at the Executive Management level and a regular update is provided to the Board.
The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board that may threaten the existence of the Company.
39. Whistle Blower Policy/Vigil Mechanism:
The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.
The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://www.aeroncomposite.com/investorrelations.html.
40. Proceedings Initiated/ Pending against the Company under The Insolvency and Bankruptcy Code, 2016:
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
41. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely https://www.aeroncomposite.com/ containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
42. Business Responsibility Report
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to your Company.
43. 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 financial institutions along with the reasons thereof:
The above clause is not applicable to your Company as your Company has not entered into any settlement from Banks or Financial Institutions during the year under review.
44. Dematerialization of Shares:
During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company.
45. Meeting Of Independent Directors:
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent 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 13/02/2026 inter alia, to:
1) Review the performance of the Non- Independent Directors and the Board of Directors as a whole.
2) Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
3) Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.
46. Disclosures Under Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices
47. Disclosure requirements for certain types of agreements binding listed entities under regulation 30A (2) of SEBI LODR.
The Board confirms that no any agreement, as specified under the Clause 5A of Paragraph A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was entered into by the Company during the financial year 2025-26.
48. Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing the code for trading in Companys securities and the same policy is available at https://www.aeroncomposite.com/ investorrelations.html.
During the year under review, there has been due compliance with the said code.
49. Acknowledgement:
Your directors place on records their sincere thanks to employees and workers, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of Board of Directors of,
AERON COMPOSITE LIMITED
(Formerly known as Aeron Composite Private Limited)
| Chirag Chandulal Patel | Ravi Pankajkumar Patel |
| Managing Director | Whole Time Director |
| DIN:03380703 | DIN:03427590 |
| Date: 20/05/2026 | |
| Place: Ahmedabad |
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.