Aesthetik Engineers Ltd Directors Report

Dear Shareholders,

It gives us great pleasure to present, the 17 th Annual Report on business and operations of Aesthetik Engineers Limited and its Audited Statements of Accounts for the financial year ended March 31, 2025 (FY25), together with the Auditors Report. The detailed financial and operational performance of the Company is produced in the report.

FINANCIAL RESULTS

The highlights of financial performance on Standalone basis, for the year ended March 31, 2025 are summarized hereunder: -

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations including other income	5870.19	6079.50	6708.21	6079.50
Less: Expenses
Cost of material consumed	3996.20	4547.09	4669.14	4547.09
Changes in Inventories of Stock in Trade	(22.23)	(134.33)	(49.01)	(134.33)
Employee Benefit Expenses	331.16	181.71	364.25	181.71
Finance Cost	58.56	72.20	82.53	72.20
Depreciation and Amortization Expenses	87.93	52.29	111.79	52.29
Other expenses	712.50	706.75	776.52	706.75
Total Expenses	5164.11	5425.71	5955.23	5425.71
Profit Before exceptional and extraordinary items and Tax	706.08	653.79	752.98	653.79
Exceptional and Extraordinary items	-	-	-	-
Profit before Tax	706.08	653.79	752.98	653.79
Tax Expenses	165.13	165.66	174.27	165.66
Deferred Tax	12.87	(14.86)	13.92	(14.86)
Net Profit for the Year	528.08	502.99	564.79	500.88
Basic and Diluted EPS	3.41	3.97	3.65	3.97

STATE OF THE COMPANYS AFFAIRS:

Aesthetik Engineers Limited (AEL) is a Kolkata-based specialist in Fa9ade design, engineering, fabrication, and installation, delivering innovative, sustainable, and high-quality building envelope solutions. With over 18 years of experience, AEL has built a reputation as a trusted partner for architects, developers, fa9ade consultants, and civil contractors.

Founded in 2003 and incorporated in April 2008, the company operates a 74,000 sq ft manufacturing facility

in Howrah, equipped with advanced Italian machinery. It has also partnered with Schuco, a renowned German brand, for the fabrication and supply of unitized curtain wall glazing systems, aluminium windows, and doors for prestigious clients.

The company uses modern technologies like Building Information Modeling (BIM) to enhance project planning, execution, and maintenance. Its client base includes leading names such as Infosys, L&T, Shapoorji Pallonji, and ACC India.

Aesthetik was listed on the NSE Emerge Platform on 16 th August 2024, and its operational footprint now extends across West Bengal, Bihar, Maharashtra, Assam, Odisha, and Gujarat. With projects executed across multiple states, AEL operates on a truly PAN-India scale, reinforcing its national presence.

FINANCIAL PERFORMANCE

STANDALONE:

During the year under review, your Company has achieved a total sale of Rs 5870.19 Lakhs as compared to sales of Rs 6079.50 Lakhs in the financial year 2023-2024.

The Profit After Tax stood at Rs 528.08 Lakhs in Financial year 2024-25 as compared to profit of Rs 502.99 Lakhs in the financial year 2023-24 which has increased by 5% approx.

The Board is continuously working for the better performance of the company in the years to come.

Since your Company has a subsidiary, namely Aesthetik Renewables Private Limited and Solisys Solar Private Limited, the provisions of Section 129, 134, and 136 of the Companies Act, 2013, read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), are now applicable. Accordingly, the Consolidated Financial Statements, along with a report on the highlights of the performance of the subsidiary and its contribution to the overall performance of the Company during the period in Form AOC-1, shall form part of the Annual Report.

CONSOLIDATED

During the year under review, your Company has achieved a total sale of Rs 6708.21 Lakhs as compared to sales of Rs 6079.50 Lakhs in the financial year 2023-2024 which has increased by 10.35%.

The Profit After Tax stood at Rs 564.79 Lakhs in Financial year 2024-25 as compared to profit of Rs 500.88 Lakhs in the financial year 2023-24 which has increased by 12.75% approx.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at https://www.aesthetik.in/investors.

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company. CHANGES IN SHARE CAPITAL Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company stood at INR 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 (Rupees Two Crores) Equity shares of INR 10/- (Rupees Ten) each.

There is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

On 16th August, 2024 the Company came out with an Initial Public Offer (IPO) of 45,64,000 equity shares having face value of Rs. 10/- after which the total paid up equity capital of the Company stood at Rs. 17,22,01,750/-(Seventeen Crores Twenty-Two Lakhs One Thousand Seven Hundred Fifty) comprising 1,72,20,175 (One Crore Seventy-Two Lakhs Twenty Thousand One Hundred Seventy-Five) equity shares of Rs. 10/- each.

As on 31st March 2025 the issued, subscribed and paid up share capital of the Company stood at INR 17,22,01,750/- divided into 1,72,20,175 equity shares of INR 10/- each

The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2024-25.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. August 16, 2024 and the Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange of India Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0TSF01011. To provide service to the Shareholders, the Company has appointed Skyline Financial Services Private Limited having office at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi -110020 as Registrar and Share Transfer Agent (RTA) of the Company

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

TRANSFER TO GENERAL RESERVE

The profit for the year under review was Rs 528.08 Lakhs. The Board of Directors do not propose any transfers to General Reserves account, during the year under review.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform ofNSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Boards Report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year under review, Company is having two wholly owned subsidiaries named Aesthetik Renewables Private Limited on September 17, 2024 and Solisys Solar Private Limited on February 16, 2025, which undertakes the activity of solar EPC contract and manufacturing of solar frames respectively. And therefore, Company has prepared consolidated financial statement for the financial year ended 2024-25. Pursuant to provisions of section 129(3) of the Companies Act, 2013 and a statement containing salient features of the financial statements of the Companys subsidiary in Form AOC-1 is annexed herewith as Annexure-1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2025, the Board of Directors of the Company consist of optimum combination of Executive Directors, Non-Executive Director, Independent Directors of the Company.

There has been change in the constitution of the Board during the financial year under review. There have been appointment/cessation of Directors and KMPs.

S.No	Name of Person	Designation	Appointment/Cessation/ Change in Designation	Date of Change
1	Vijay Kumar Agarwal	Whole Time Director (Additional)	Appointment	16-11-2024
3	Manisha Sureka	Non-Executive Director	Cessation	16-11-2024
4	Priyanka Jalan	Non-Executive Director (Additional)	Appointment	16-11-2024

Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Sreeti Agarwal, having DIN: 03135066, Director of the company will retire by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment in accordance with provisions of the Act. Appropriate resolution for her reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.

S No.	Name of Director	Relationship with another Director
1.	Avinash Agarwal	Husband of Sreeti Agarwal
2.	Vijay Kumar Agarwal	Father in Law of Sreeti Agarwal
3.	Priyanka Jalan	Sister in Law of Sreeti Agarwal

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Companys business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the company at https://www.aesthetik.in/investors.

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at https://www.aesthetik.in/investors.

The salient features of the Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.

• Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make an informed decision in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.

The Composition of each Committees is mentioned below:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
*Mr. Sanjeev Kumar Agarwal	Chairperson	Independent Director
*Arvind Kumar Agarwal	Member	Independent Director
*Mr. Ramesh Kumar Chokhani	Member	Independent Director
Mr. Avinash Agarwal	Member	Managing Director

*Mr. Sanjeev Kumar Agarwal was appointed as the chairperson of the Committee w.e.f. April 21, 2025.

*Mr Arvind Kumar Agarwal and Mr. Ramesh Kumar Chokhani was appointed as the Member of the Committee w.e.f. April 21, 2025.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Audit Committee is available on the website of the Company at: https://www.aesthetik.in/investors

During the Financial year 2024-2025, two meetings of the Audit Committee were held on 16th November 2024 and 7 th January 2025.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
*Mr. Sanjeev Kumar Agarwal	Chairperson	Independent Director
*Arvind Kumar Agarwal	Member	Independent Director
*Mr. Ramesh Kumar Chokhani	Member	Independent Director
*Ms. Priyanka Jalan	Member	Non- Executive Director
Mr. P Singa Ram	Member	Independent Director
Mr. Ullas Pradhan	Member	Independent Director

*Mr Sanjeev Kumar Agarwal was appointed as the chairperson of the Committee w.e.f. April 21, 2025.

*Mr Arvind Kumar Agarwal and Mr. Ramesh Kumar Chokhani was appointed as the Member of the Committee w.e.f. April 21, 2025.

*Ms. Priyanka Jalan was appointed as the Member of the Committee w.e.f. November 16, 2024.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Nomination and Remuneration Committee is available on the website of the Company at https://www. aesthetik.in/investors

During the Financial year 2024-2025, two meetings of the Nomination and Remuneration Committee was held on 14 th November, 2024 and 27 th February, 2025.

Stakeholders Relationship Committee:

As on date the StakeholdersRelationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Ms. Priyanka Jalan	Chairperson	Non- Executive Director
Mrs. Ullas Pradhan	Member	Independent Director
Mr. Avinash Agarwal	Member	Managing Director

*Ms. Priyanka Jalan, was appointed as the chairperson of the Committee w.e.f. November 16, 2025.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Stakeholder Relationship Committee is available on the website of the Company at: https://www. aesthetik.in/investors

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company https://www.aesthetik.in/investors. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://www.aesthetik.in/investors under Investor Section.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Facade design, engineering, fabrication, and installation industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company.

STATUTORY AUDITORS & AUDITORs REPORT

M/s. Maroti And Associates, Chartered Accountants (Firm Registration No. 322770E), holding a valid certificate issued by the Peer Review Board (Certificate No. 015687) of the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 16th Annual General Meeting of the Company till the conclusion of the 21 st Annual General Meeting.

M/s. Maroti And Associates, Chartered Accountants, the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended 31st March, 2025, which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rawal & Co (Firm Registration no S2020UP717200), holding a valid certificate issued by the Peer Review Board (Certificate No. 5722/2024) of the Institute of Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the Financial Year 2024-

25. The report of the Secretarial Auditor is annexed herewith as Annexure-2.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. No.	Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)	Observations/ Remarks of the Practicing Company Secretary	Reply by the Management
01	Secretarial Standard-1 (Board Meetings) with respect to circulation of Notice Notes Agenda of Board Meeting, Circulation of Minutes and Secretarial Standard-2 relating to General Meetings.	During the review, it was noted that the Company missed sending the notices, agenda papers, notes and draft minutes of certain Board Meetings to Mr. Ullas Pradhan and Mr. P Singaram. Further, the notices issued for certain Board Meetings did not contain the explanatory notes to agenda items, in consonance with the requirements of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors. In addition, certain discrepancies were also observed in relation to compliance with Secretarial Standard-2 (SS-2) on General Meetings.	The Company acknowledges the observations regarding circulation of notices, agenda papers, notes and draft minutes of certain Board Meetings and the non-inclusion of explanatory notes to agenda items in some notices. The lapses were inadvertent and not deliberate. The Company has since strengthened its internal processes to ensure that notices, agenda papers, and minutes are circulated to all Directors within the prescribed timelines, and that explanatory notes are included in accordance with the requirements of Secretarial Standard-1 (SS-1). With respect to the discrepancies observed in compliance with Secretarial Standard-2 (SS-2) on General Meetings, the Company has taken corrective steps to align its practices with the said Standards. The management is committed to ensuring full compliance with applicable Secretarial Standards going forward.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

Total 9 Board Meetings were held during the Financial Year ended March 31, 2025. The intervening gap between the two consecutive meetings was as prescribed under the provisions of the Companies Act 2013 and LODR (Regulation), 2015.

S. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1	12-04-2024	5	3
2	03-05-2024	5	5
3	31-07-2024	5	3
4	01-08-2024	5	3
5	13-08-2024	5	3
6	16-09-2024	5	3
7	16-11-2024	7	4
8	07-01-2025	6	3
9	27-02-2025	6	6

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been recorded in minutes book maintained for the purpose.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of NonIndependent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated March 8, 2024, without presence of non-independent director where they review the performance of all non-independent director of the company and the board as a whole, also review the performance of the Chairman of the company and assess the quality, quantity and timeliness of flow of information between the company management and the Board.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return as on March 31 st , 2024 is uploaded on the Companys website on https://www.aesthetik.in/investors.

CORPORATE SOCIAL RESPONSIBILITY

The Board approved a policy for Corporate Social Responsibility (CSR) in its meeting held on 13th August, 2024.

The CSR policy of the Company is available at: https://www.aesthetik.in/investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required to be spent by the company on CSR activities for the financial year 2024-2025 does not exceed Rs.50,00,000/- (Rupees Fifty lakhs).

The provision of CSR is applicable to the Company for the financial year 2024-2025 as the Company has satisfied the criteria of Net profit to comply the CSR provisions under the Companies Act 2013 as on 31st March 2024. Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure-3 outlining the main initiatives during the year under review.

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of its committees for the FY 2024-25.

The performance of evaluation of Independent Directors was carried out by entire Board without presence of Independent Director being evaluated. The performance evaluation of the Non-Independent Directors was carried by Independent Directors in their separate meeting.

The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

There has been no change in the business of the Company during the financial year ended March 31, 2025. The Company is engaged in the business of Architectural and engineering activities and related technical consultancy of premium glass, window, and facade products, bringing together cutting-edge technology, craftsmanship, and creativity to deliver exceptional results for our clients.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis Report for the FY 2024-25, which forms part of this report.

EMPLOYEES STOCK OPTION SCHEMES

Your Company believes in rewarding its employees and aligning their interests with the long-term objectives of the organization. Employee Stock Option Schemes form an integral part of the Companys retention and compensation strategy, enabling wealth creation opportunities for employees while ensuring their commitment towards sustained growth. In line with this philosophy, the shareholders of the Company approved the Aesthetik Engineers Limited Employees Stock Option Plan 2025 at the Extraordinary General Meeting held on 12 th April 2025 through Trust Route.

During the financial year 2024-25, no ESOP scheme was implemented & subsequently no options were granted.

INITIAL PUBLIC OFFER (IPO)AND UTILIZATION OF IPO PROCEEDS:

Your Company got its Equity shares listed at National Stock Exchange of India, SME (EMERGE) Platform on 16th day of August, 2024. The Board is pleased and humbled by the faith shown in the Company by all the members. Your Company has got an over-whelming and ground breaking response from the investors at its IPO.

The Issue size comprised of fresh issuance of up to 45,64,000 Equity Shares of face value of Rs 10/- each fully paid-up of the Company at issue price of Rs 58 per Equity Share (including premium of Rs 48 per Equity Share) aggregating Rs 2647.12 Lakhs.

Your Company has filed the Statements of deviation (s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated in the Prospectus dated 13th August, 2024.

The Complete statement regarding utilization can be viewed under corporate announcements made with the National stock Exchange (NSE).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all transactions entered by the Company with Related Parties as defined under the Act were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.aesthetik.in/investors

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure-4 to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Companys assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at 3lst March, 2025.

HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, disclosure pertaining to remuneration and other details are provided in the Annexure-5 to this Report.

As there was no employee of the Company drawing remuneration in excess of the limits prescribed and hence, the details as required under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 with respect to particulars of top 10 employees need not be required to be disclosed.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during the financial year 2024-25.

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 Company has not made any one-time settlement, therefore, the same is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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;

c) That they had 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) That they had prepared the annual accounts on a going concern basis;

e) That they 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

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.

Date: 01.09.2025	For and on behalf of Board
Place: Kolkata	Aesthetik Engineers Limited
	Sd/-	Sd/-
	Avinash Agarwal	Vijay Kumar Agarwal
	Managing Director	Whole Time Director
	DIN: 01889340	DIN:08311133