Aik Pipes & Polymers Ltd Directors Report

To,

The Members of

AIK PIPES AND POLYMERS LIMITED

Your directors are delighted to present the Eighth (08^th) Annual Report of your esteemed company, showcasing our journey and achievements over the past year along with the Audited Financial Statements for the Financial Year ended 31^st March, 2025, reflecting our dedication to transparency and accountability.

1. Financial summary or highlights/performance of the company:

The Companys Financial performance for the year ended on March 31, 2025 along with previous years figures is given hereunder: (Rs. In Lakhs)

Particulars	2024-2025	2023-2024
Revenue from operations	2509.70	3,727.25
Other Income	34.87	10.23
Total Income	2544.57	3,737.48
Profit before Finance Cost, Depreciation & Tax	279.39	482.13
Less: Finance Cost	75.08	67.64
Less: Depreciation	38.85	29.91
Profit before exceptional and extraordinary items and tax	165.46	384.58
Less: Exceptional Items	0.00	0.00
Profit Before Tax	165.46	384.58
Less: Tax Expenses
Current Tax	29.44	82.65
Deferred Tax	8.37	(39.23)
Net Profit after Tax	127.65	341.16
Earning Per Share
Basic (in INR)	2.01	6.69
Diluted (in INR)	2.01	6.69

2. Brief description of the companys working during the vear/state of companys affairs:

During the year under review, your Company reinforced its position as a leading manufacturer of high-quality plastic piping solutions in India. With a strong focus on durability, innovation, and sustainability, the Company manufactures a comprehensive range of products including HDPE (High-Density Polyethylene) Pipes and Coils, HDPE Sprinkler Systems, MDPE (Medium- Density Polyethylene) Pipes, PPR (Polypropylene Random) Pipes, and Lateral Pipes. These products are widely used across infrastructure, agriculture, water management, housing, gas distribution, and telecommunication sectors, contributing meaningfully to Indias development.

The Company continues to emphasize stringent quality standards and certifications, supported by advanced manufacturing facilities and a dedicated in-house R&D laboratory. This has enabled consistent delivery of reliable, high-performance products while maintaining operational efficiency and cost competitiveness.

A key highlight of the year was the launch of the Companys complete agri-irrigation product range under the brand "BANAS", comprising drip systems, mini sprinklers, and farmer-centric water management solutions. This marks a significant step in strengthening the Companys presence in the agriculture sector while aligning with national priorities of water conservation and sustainable farming practices.

On the financial front, the Company delivered robust growth in revenues and profitability, reflecting its resilience, efficiency, and growing market acceptance of its products. The management has remained focused on prudent financial discipline, operational excellence, and customer-centric strategies, ensuring sustained progress despite external challenges.

The Board and management are diligently exploring new business opportunities, strategic initiatives, and market expansion plans aimed at driving the Companys long-term growth. Guided by its vision of quality, innovation, and sustainability, your Company is well-positioned to capture emerging opportunities and create enduring value for all stakeholders.

3. Change in the nature of business, if anv: During the year under review, there was no change in the nature of business of the Company.

4. Transfer to reserves: The Company has not transferred any amount to the reserves during the current Financial Year.

5. Dividend: To fortify the financial standing of the Company and bolster working capital reserves, the Board of Directors does not recommend declaring any dividends for the fiscal year 2024-25.

6. Change in Capital Structure:

During the financial year 2024-25, there were no alterations in the capital structure of the Company. As on 31^st March, 2025, the Authorised Share Capital of the Company is Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) and the Issued, Subscribed and Paid up Equity Share

Capital is Rs. 6,36,30,000/- (Rupees Six Crores Thirty-Six Lakhs Thirty Thousand only) divided into 63,63,000 (Sixty-Three Lakhs Sixty-Three Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

7. Subsidiaries, Associates and loint Ventures: The Company does not have any Subsidiary, Associate and Joint Venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Company did not have any funds remaining unpaid or unclaimed for a period of seven years. Consequently, no funds were applicable for transfer to the Investor Education and Protection Fund (IEPF).

9. Annual Return: Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return as on 31^st March, 2025 is available on the link https://www.aikpipes.com/document- list?cat=annual-reports

10. Utilisation of IPO Proceeds:

The Equity Shares of the Company got listed on the BSE SME Platform with effect from 02^nd Day of January 2024. The Company had made an Initial Public Offer of 16,88,000 Equity Shares at the Offer Price of Rs. 89/- each vide prospectus dated 19^th day of December 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform.

The Proceeds from the IPO Net off issue of related expenses (Issue Expenses) is Rs. 2,11.23/- (In lakhs). The object of the same are as follows:

Amount (Rs. in Lakhs)

S. No. Particulars	Planned as per Prospectus	Utilised	Pending to be Utilised
1 To Meet the Capital Expenditure	103.02	103.02
2 To Meet Working Capital Requirement	900	900
3 General Corporate Purposes	299.30	299.30
4 Issue Expenses	200	200	-
Total	1502.32	1502.32	-

Utilization of IPO fund: The funds raised by the company through Initial Public Offer is fully utilized for the purpose for which the amount is raised as mentioned in the prospectus and there is no deviation or variation in the Utilization of IPO Fund.

11. Board of directors:

a) Composition of Board of Directors:

The Board is properly constituted as per the provisions of the Companies Act, 2013 and as per provisions of SEBI (LODR) Regulations, 2015.

As on 31st March, 2025, the Company comprised of 6 (Six) Directors, with 3 (Three) Executive Directors, 1 (One) Non- Executive Non- Independent Director and 2 (Two) Non-Executive Independent Directors including one-woman director.

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mrs. Tahira Sheikh (DIN: 10194260), Executive Director retired by rotation at the 07th Annual General Meeting (AGM) of the Company dated 18th July, 2024 and was reappointed by the shareholders of the Company.

During the financial year 2024-25, no other change took place in the composition of the Board of Directors.

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mr. Ajayraj Singh Khangarot (DIN: 08374956), Executive Director being longest in the office from the date of his last appointment shall retire by rotation at the ensuing 08^th AGM and being eligible, has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his re-appointment.

The composition of the Board of Directors, their attendance and the number of directorship held by them as on 31^st March, 2025:

Name of Directors	Category	No. of Board meetings held during the FY 2024-25	No. of Board meetings attended during the FY 2024-25	Last AGM Attended (18.07.20 24)	No. of Director ship in other Public Limited Compani es	Directors hip in other listed entity (Category of Directors hip)
Imran Khan	Executive, Managing Director	6	6	Yes
Tahira Sheikh	Whole time	6	6	Yes	-	-
	director, Executive, Women Director
Ajayraj Singh Khangarot	Executive Director	6	6	Yes
Bhagat Singh Shekhawat	Independe nt NonExecutive Director	6	6	Yes
Pradeep Kumar Agarwal	Independe nt NonExecutive Director	6	6	Yes	1
Mohammad Hanif Khan	Non Executive Director	6	6	Yes

b) Number of Board Meetings held and date on which they held:

During the Financial year 2024-25, the members of the Board met 6 (Six) times to review, discuss and decide about the business of the Company. The maximum gap between any two meetings was not more than one hundred and twenty days. The attendance of each Director at Board meetings held during the Financial Year 2024-25.

Name of the Directors	Date of Board Meetings and Attendance Sheet
	26 th April, 2024	15 th May, 2024	24th June, 2024	17th October, 2024	14th November, 2024	17th February, 2025
Imran Khan	Yes	Yes	Yes	Yes	Yes	Yes
Tahira Sheikh	Yes	Yes	Yes	Yes	Yes	Yes
Ajayraj Singh Khangarot	Yes	Yes	Yes	Yes	Yes	Yes
Bhagat Singh Shekhawat	Yes	Yes	Yes	Yes	Yes	Yes
Pradeep Kumar Agarwal	Yes	Yes	Yes	Yes	Yes	Yes
Mohammad Hanif Khan	Yes	Yes	Yes	Yes	Yes	Yes

c) Details of Equity Shares held by the Directors of the Company as on 31st March, 2025

The number of shares held by directors as on 31st March, 2025 are given below:

Name of the Directors	Category	No. of Equity Shares
Imran Khan	Executive, Managing Director	34,00,000
Tahira Sheikh	Whole-time director, Executive, Women Director	4,85,000
Ajayraj Singh Khangarot	Executive Director	0
Bhagat Singh Shekhawat	Independent NonExecutive Director	0
Pradeep Kumar Agarwal	Independent NonExecutive Director	0
Mohammad Hanif Khan	Non-Executive Director	500

d) Committees of the Board:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

I. Audit Committee:

• Terms & Scope of Work of Committee:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

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4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of Chief Financial Officer assessing the qualifications, experience and background, etc., of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Mandatory review of the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Management letters / letters of internal control weaknesses issued by the statutory auditors;

c) Internal audit reports relating to internal control weaknesses; and

d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

e) Statement of deviations:

> Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

> Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Composition, Meeting and Attendance of the Committee:

As on 31st March, 2025, the Committee consists of 3 (Three) Members. All the Members of the Committee are financially literate and possess strong accounting and related financial management expertise. The Company Secretary of the Company acts as Secretary to the Audit Committee.

The composition and attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Date of Committee Meetings and Attendance Sheet
		26 th April, 2024	15 th May, 2024	24th June, 2024	17th October, 2024	14th November, 2024	17th February, 2025
Mr. Bhagat Singh Shekhawat	Independent Director (Chairman)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Ajayraj Singh Khangarot	Executive Director (Member)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Imran Khan	Executive Director (Member)	Yes	Yes	Yes	Yes	Yes	Yes

II. Nomination and Remuneration Committee:

Terms & Scope of Work of Committee:

1. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

27 Annual Report 2024-25

2. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, Key managerial personnel and other employees;

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

6. Recommend to the board, all remuneration, in whatever form, payable to senior management;

7. To consider such other matters as the Board may specify and other areas that may be brought under the purview / role of Committee as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 as and when amended.

Composition, Meeting and Attendance of the Committee:

As on 31st March, 2025, the Committee consists of 3 (Three) Members. The Company Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee.

The composition and attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	Date of Committee Meetings and Attendance Sheet
		26th April, 2024	17th October, 2024
Mr. Pradeep Kumar Agarwal	Independent Director (Chairman)	Yes	Yes
Mr. Bhagat Singh Shekhawat	Independent Director (Member)	Yes	Yes
Mr. Mohammad Hanif Khan	Non-Executive Director (Member)	Yes	Yes

III. Stakeholders Relationship Committee:

Terms & Scope of Work of Committee:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

5. To approve/decide any matters/issues incidental/necessary or connected with the aforesaid.

Composition, Meeting and Attendance of the Committee:

As on 31^st March, 2025, the Committee consists of 3 (Three) Members. The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee.

The composition and attendance of the Committee members at the Committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Committee Members	Category	17 th February, 2025
Mr. Mohammad Hanif Khan	Non-Executive Director (Chairman)	Yes
Mr. Bhagat Singh Shekhawat	Independent Director (Member)	Yes
Mrs. Tahira Sheikh	Whole-Time Director (Member)	Yes

12. Key Managerial Personnels (KMPs)

Pursuant to the provisions of Section 203 and Section 2(51) of the Companies Act, 2013, Mr. Imran Khan, Managing Director, Mrs. Tahira Sheikh, Chief Financial Officer and Ms. Himanshi Khandelwal, Company Secretary are the Key Managerial Personnels of the Company as on 31st March, 2025.

Change in Key Managerial Personnel

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 17th October, 2024, approved the appointment of Ms. Himanshi Khandelwal (ACS 74427) as the Company Secretary and Compliance Officer of the Company in place of Mrs. Payal Jain, Company Secretary and Compliance Officer, who resigned on 15th October, 2024.

13. Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence pursuant to Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Board is of the opinion that the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the 29 Annual Report 2024-25

Bank and none of the Directors are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

14. Independent Directors Meeting:

Pursuant to the Regulation 25(3) of the Listing Regulations, a meeting of the Independent Directors was held on 24^th March, 2025 without the attendance of Non- Independent Directors and members of management to inter-alia to:

1. To review the performance of non-independent directors and the Board of Directors as a whole;

2. To review the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors;

3. To assess the quality, quantity and timeliness of flow of information between the management of the company and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

All the Independent Directors were present at the Meeting.

15. Familiarization Programme for Independent Directors:

In compliance with the requirements of the Companies Act, 2013 ("Act") and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://www.aikpipes.com/document-list?cat=Corporate-Governance

16. General Meetings:

Type of Meeting	Day and Date of Meeting	Venue	No of Special Resolutions passed
Annual General Meeting 2022-23	Saturday, 30th September, 2023	Registered Office (Deemed venue, meeting held through Video Conferencing (VC)	NIL
Annual General Meeting 2023-24	Thursday, 18th July, 2024	Registered Office (Deemed venue, meeting held through Video Conferencing (VC)	NIL

17. Annual Evaluation of Performance of the Board:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and expressed satisfaction with their functioning/ performance.

18. Auditors and Auditors Report:

(a) Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, M/s R P Khandelwal & Associates, Chartered Accountants (FRN: 001795C) were appointed as Statutory Auditor to fill the casual vacancy caused by resignation of M/s S A S P & Associates, Chartered Accountants (FRN: 025929C) to hold office up to the conclusion of 07th Annual General Meeting of the Company for conducting the statutory audit of the Company for the FY 2023-24.

Further M/s S A S P & Associates, Chartered Accountants (FRN: 025929C) were appointed as Statutory Auditor of the Company from the conclusion of 07th Annual General Meeting up to the conclusion of 12th Annual General Meeting of the Company to be held in the year 2029.

Further Audit Report does not contain any qualifications, reservations or adverse remark. The notes to the financial statements are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Companies Act 2013.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s H KHANDELWAL & Associates, Practicing Company Secretaries (FRN: S2020RJ747000) as Secretarial Auditor of the Company for the FY 2023-24 on 26th April, 2024.

Further on 24th June, 2024, the Board has approved the re-appointment of M/s H KHANDELWAL & Associates, Practicing Company secretaries (FRN: S2020RJ747000) as Secretarial Auditor of the Company for the FY 2024-25.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-II.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 13th December, 2024, the Board of Directors upon the recommendation of the Audit Committee proposes to the shareholders the appointment of M/s H KHANDELWAL & Associates, Practicing Company secretaries (FRN: S2020RJ747000) as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years up to FY 2029-30.

(c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s SASH & Associates, Chartered Accountant (FRN: 019934C) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2024-25. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

Further, the Board on recommendation of Audit Committee has approved the re appointment of M/s SASH & Associates, Chartered Accountant (FRN: 019934C) as Internal Auditors of the Company to carry out internal audit for the Financial Year 2025-26. They have confirmed their eligibility for the said reappointment.

(d) Cost Auditor

Pursuant to section 148 of companies Act 2013 and rules made thereunder the requirement to appoint the Cost Auditor is not applicable on the company during the year. Therefore, the requirement of maintaining cost records is also not applicable on the Company.

(e) Instance of Fraud, if any, reported by the Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

19. Nomination and Remuneration Policy:

The Company has framed a Nomination and Remuneration Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and other matters pursuant to Section 178 of the Companies Act,

(Rs. in Lakhs)

Name of the Director	Salary and Allowances	Perquisites	Commission	Total
Imran Khan	18.00			18.00
Tahira Sheikh	12.00			12.00
Ajayraj Singh Khangarot	8.00			8.00

21. Corporate Social Responsibilities (CSR):

Pursuant to Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR provisions are not applicable to the Company during the FY 2024-25.

22. Directors responsibility statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in respect of Directors Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

33 Annual Report 2024-25

2013 and Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Specified in Part D of the Schedule II).

The detailed Nomination & Remuneration Policy is also available on the website of the Company at

https://www.aikpipes.com/public/admin/assets/images/documents/nominationremuneratio npolicy.pdf

20. Remuneration Paid to Directors during the FY 2024-25:

During the year, the Company has paid remuneration as mentioned below:

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

23. Compliance with Secretarial Standards issued by ICSI:

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has duly complied with all the applicable Secretarial Standards.

24. Non-applicability of corporate governance:

As our Company has been listed on SME Emerge Platform of Bombay Stock exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.

Hence, Corporate Governance Report does not form a part of this Board Report.

25. Internal Financial Controls:

The Company maintains a robust internal financial control system to ensure the orderly and efficient conduct of its business operations. These encompass adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of accurate financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems and provides recommendations for their continuous improvement.

During the year under review, neither the Internal Auditor nor the Statutory Auditors has given modified opinion on the efficiency or effectiveness of internal financial controls of the Company.

26. Risk Management:

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. The Risk Management policy may be accessed on the Companys website at the Weblink:

https://www.aikpipes.com/public/admin/assets/images/documents/Risk Management Polic y.pdf

27. Vigil Mechanism/Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and Vigil Mechanism in compliance with the provisions of the Section 177(9) of the Companies Act, 2013 and the applicable rules thereunder and regulation 22 of the Listing Regulations. This policy establishes a vigil mechanism for directors, employees and other persons to report concerns about suspected unethical behaviour, malpractice, abuse, or other instances of wrongdoing within the company. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee.

During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the Company at https://www.aikpipes.com/public/admin/assets/images/documents/vigil-mechanism-and- whistle-blower-policy.pdf

28. Code of Conduct for Board and Senior Management Personnel

The Board had laid down a code of conduct for all Board members and Senior Management Personnel (SMPs) of the Company. The Code of Conduct anchors ethical and legal behaviour within the Company. In accordance with Regulation 26(3) of SEBI Listing Regulations, 2015, the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct of the Company in the year under review.

The Companys code of conduct for all Board members and Senior Management Personnel (SMPs) can be accessed on the website of the Company at https://www.aikpipes.com/public/admin/assets/images/documents/code-of-buisness- conduct-ethics-for-director-senior-management-executives.pdf

29. Policies:

Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. Listing Regulations mandate, the formulation of certain policies for all listed companies. The policies are available on the Companys website at https://www.aikpipes.com/document-list?cat=policies.The policies are reviewed periodically by the Board and updated as needed.

30. Disclosures under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act. 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

No. of Complaints pending at the beginning of the year	Nil
No. of Complaints received during the year	Nil
No. of Complaints disposed of during the year	Nil
No. of cases pending at the end of the year	Nil

31. Management Discussion and Analysis Report:

As required under Regulation 34(2)(e) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as "Annexure - III".

32. Particulars of loans, guarantees, or investments:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Note No. 3 to the financial statements provided in this Annual Report.

33. Particulars of contracts or arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is applicable as per "Annexure- I".

The Companys Policy on transactions with related parties as approved by the Board is also available on the website of the Company at

https://www.aikpipes.com/public/admin/assets/images/documents/policv-on-related-partv- transactions.pdf

34. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ sustainable technology for more efficient operations.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

The following is a summary of sexual harassment complaints received and disposed of during the year:

A. Conservation of Energy:

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i. Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently

ii. The efforts made towards technology absorption: Not Applicable.

iii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iv. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

v. Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign exchange earnings and outgo:

There was neither inflow nor outflow of foreign exchange during the year.

35. Prevention of Insider Trading:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended (the Regulations), the Board has adopted a Code of Conduct to regulate, monitor and report Trading by Insiders (the Code) for prevention of insider trading. The Code lays down guidelines and procedures to be followed and disclosures to be made by Designated Persons and other connected persons while dealing in the Companys shares. The Code, inter alia, contains regulations for preservation of unpublished price sensitive information, pre-clearance of trades, etc.

The Companys code of conduct for prevention of Insider Trading can be accessed on the website of the Company at

https://www.aikpipes.com/public/admin/assets/images/documents/code-of-conduct-for- prevention-of-insider-trading.pdf

36. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016: During the period under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

37. 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:

During the period under review, there has been no one-time settlement of Loan taken from Banks and Financial Institutions.

38. Material Changes and Commitments:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the financial statements relate and the date of this report.

However, the Company has shifted its registered office from F-9 Vinayak Enclave, Vaishali Nagar, Jaipur, Rajasthan, India, 302021 to Office No. 506, 5th Floor, Elements Mall, Ajmer Road, Jaipur, Rajasthan, 302021.

39. Maternity Benefit

During the period under review, The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

40. Other statutory disclosures:

During the year under review:

1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals which impact the going concern status and Companys operations in future.

2. The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with differential rights or any convertible & nonconvertible securities during the year under review.

3. No deposits have been accepted by the Company from the 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.

4. Other disclosures with respect to Boards Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable.

41. Acknowledgement:

The Board of Directors would like to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support

and co-operation have helped, as partners in your Companys progress. Your directors, also acknowledge the hard work, dedication and Commitment of the employees.

	For and on behalf of the Board of Directors For AIK Pipes and Polymers Limited
Date: 05th September, 2025 Place: Jaipur	Imran Khan Ajayraj Singh Khangarot Managing Director Director (DIN: 07938677) (DIN: 08374956)