Aerpace Industries Ltd Directors Report

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)

	Standalone		Consolidated
Particulars	For the year ended on 31.03.2025	For the year ended on 31.03.2024	For the year ended on 31.03.2025	For the year ended on 31.03.2024
Continuing Operations:
Income
Revenue from Operation	161.86	118.43	0	0
Other Income	140.20	32.40	59.44	32.85
Total Income	302.06	150.83	59.44	32.85
Expenditure	684.18	249.47	686.25	165.49
Less: Operating & Other Expenses	0	0	0	0
Profit Before Depreciation and Tax	(382.12)	(98.64)	(626.81)	(132.64)
Less: Depreciation	113.57	30.60	124.81	44.96
Profit/(Loss) Before Tax from Continuing Operations	(495.69)	(129.24)	(751.62)	(177.60)
Less : Total Tax Expenses	(12.02)	0.11	(12.91)	6.39
Prof it/Loss for the year from Continuing Operations (A)	(483.67)	(129.35)	(739.43)	(183.98)
Discontinuing Operations:
Loss from discontinuing operations before tax	0	0	0	0
Less : Tax from discontinuing operations	0	0	0	0
Loss from Discontinuing Operations (B)	0	0	0	0
Pre-acquisition Loss	-	-	-	(18.58)
Prof it/(Loss) for the year (A+B)	(483.67)	(129.35)	(739.43)	(165.40)
Total Comprehensive Income / Loss for the year	(481.29)	(129.59)	(737.11)	(165.64)

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 current market 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 companys 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 Companys 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 Companys 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 Boards

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 Companys processes and

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

14. DIRECTORS 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 Companys 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 Companys 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 arms 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)

Particulars	Current Year	Previous Year
Foreign Exchange Outgo	Nil	Nil
Foreign Exchange earned	Nil	Nil

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 Companys 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.

Annexure-A

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARY AND ASSOCIATE COMPANIES

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014

Namv e of Subsidiary or Associate Company	Reporting period	Reporting currency	Exchange rate on last day of financial year	Share capital
Aerpace Supercars Private Limited	April to March	INR	NA	801.01

 

Reserves & surplus	Total assets	Total Liabilities	Investments (excluding investment in subsidiaries)	Turnover	Profit/(Loss) before taxation	Provision for taxation	Profit/(Loss) after taxation	Proposed dividend	% of shareholding
-266.52	2298.41	1763.92	0	0.04	(189.98)	0	(189.81)	0	51%

SECRETARIAL AUDIT REPORT

FORM NO. MR-3 Annexure B

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

M/s. Aerpace Industries Limited A/1005 Kanakia Wall Street,

Andheri Kurla Road,

Andheri East, Mumbai 400093

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ‘Aerpace Industries Limited (Formerly known as Supremex Shine Steels Limited) (CIN: L74110MH2011PLC214373) (hereinafter called “the Company”).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2025 (‘Audit Period), the Company has, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns fled and other records maintained by the Company for the audit period 1st April 2024 to 31st March 2025, and made available to us, according to the provisions of:

(i) The Companies Act, 2013 (‘the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 55A;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (The Listing Regulations).

(f) The Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008; (Not applicable to the Company during the Audit period)

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit period)

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period)

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange i.e. Bombay Stock Exchange Limited

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, standards, etc. except the following:

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors

that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings/Committee Meetings, agenda and detailed notes on agenda were sent adequately in advance. Decisions at the Board meeting and Committee Meeting as represented by the management were carried out unanimously

We further report that as per the explanations given to me and the representations made by the Management and relied upon, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period under review, as explained and represented by the management, there was no event / action having major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

The Members,

M/s. Aerpace Industries Limited A/1005 Kanakia Wall Street,

Andheri Kurla Road,

Andheri East, Mumbai 400093

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company

Annexure C

Form AOC-2

Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the, Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis for the year ended March 31, 2024:

Name of the Related party & Nature of Contract	Nature of Relationship	Duration of Contract	Salient terms	Amount in (Rs)
NIL	NIL	NIL	NIL	NIL

2. Details of material contracts or arrangements or transactions at Arms length basis for the year ended March 31, 2024.

Name of the Related party & Nature of Contract	Nature of Relationship	Duration of Contract	Salient terms	Amount in (Rs)
NIL	NIL	NIL	NIL	NIL

Annexure D

Particulars		Remarks
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025
Name of Director / Key Managerial Personnel	Designation	Ratio of remuneration of each Director to the median remuneration of the employees
Mr. Milan Shah	Managing Director	0:1
Mr. Sanjay Takale	Non-Executive Director	0:1
Mrs. Akansha Sunny Bilaney	Independent Director	0.13:1
Mr. Virendra Singh Verma	Independent Director	0.15:1
Mr. Prem Singh Rawat	Non-Executive Director	0.38:1
Mr. Ravi Soni	Executive Director	0.28:1
Mr. Anand Manoj Shah	Chief Financial Officer	1.69:1
Ms. Neha Manakme	Company Secretary	0.09:1
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,Company Secretary or Manager, if any, in the financial year;		CFO: Nil CS: Nil Director: Nil
the percentage increase in the median remuneration of employees in the financial year;		Nil
the number of permanent employees on the rolls of Company;		25
average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification there of and point out if there are any exceptional circumstances for increase in the managerial remuneration;		Nil
a. Average % increase in Managerial personnel:
b. Average % increase in other personnel: affirmation that the remuneration is as per the remuneration policy of the Company.		Yes