Amalgamated Electricity Company Ltd Directors Report

Your Directors present the NINETIETH ANNUAL REPORT of your Company together with the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

(Amount in )

	Year ended 31st March, 2025	Year ended 31st March, 2024
Profit/Loss for the year	(9,89,047)	(8,05,271)
Less: Provision for Current Tax	--	--
Total	(9,89,047)	(8,05,271)
Less: Prior Year Tax adjustments	--	--
Less: Additional Depreciation pursuant to enactment of Companies Act 2013	--	--
Add: Balance of Profit brought forward	(1,63,07,590)	(1,55,02,319)
Balance carried to Balance Sheet	( 1,78,10,503)	(1,63,07,590)

2. DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change, in the nature of business of the Company.

4. MANAGEMENT ANALYSIS

The Company is exploring diversification into allied activities within the ambit of the Objects Clause in the Memorandum of Association.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There has been no material change between the end of the Financial Year and the date of the Board Report.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assetsand for the sale of goods.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES

As on the date of this Report, the Company has no Subsidiary or Joint Venture.

8. ASSOCIATE COMPANIES

As on the date of this Report, there is one associate company. i.e. Apurva Investments Company Limited

9. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended 31^st March, 2025.

10. AUDITORS

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the

Auditors in their Audit Report that may call for any explanation from the Directors

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is uploaded on the website of the Company at www.aecl.net.in

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

The nature of business being retailing, providing information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules thereunder and forming part of this Report does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

13. CORPORATE SOCIAL RESPONSIBILITY

Since the Companys net worth as well as its net profitsare both below the minimum prescribed limits, the provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social Responsibility are not required to be given.

14. DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Milan B. Dalal, Director (DIN 00062453), retires at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. V M Satyan, Independent Director of the company cessed to be a director of the company w.e.f. 26-09-2025, due to his completion of two terms as independent Director of the Company. Nomination Remuneration Committee in there meeting held on September 03, 2025, has appointed Mr. B Ravindra Nath Reddy, Miss. Aradhana Kurup, Mr. Ashith Kampani, Mr. KrishnaPrasad Ramanathan as the Additional Independent Directors effective from September 03, 2025. Nomination and Remuneration Committee in their meeting held on September 03, 2025 has appointed

Mr. Satyen Dalal, as Whole Time Director of the company for a period of five years without remuneration.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2024-2025, the Board of Directors met 5 times viz. on May 27, 2024, August 13, 2024, October 14, 2024, October 17, 2024 and January 27, 2025

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note No.4 in the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys contract with related parties is given in Note No. 19 of the Financial Statement has not entered into any contract or arrangement with related parties.

18. MANAGERIAL REMUNERATION

The Key Managerial Personnel are not paid any remuneration.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kulkarni Pore & Associates LLP, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for a period of five years commencing from the financial year 2025-26 to thenancial year 2029-30 fi

The Secretarial Audit Report for the year ended 31-03-2025 issued by M/s Sanjay Soman & Associates is annexed as Annexure I and forms part of this Report.

20. CORPORATE GOVERNANCE CERTIFICATE

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any certificate with regard to Corporate Governance.

21. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any report regarding Risk Management Policy.

22. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 134 of the Companies Act, 2013 and the Rules thereunder and hence information in this regard is not required to be furnished.

23. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of the Act and Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in Meetings. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, performance of non-Independent Directors was evaluated.

24. DIRECTORS RESPONSIBILITY STATEMENT

As required under Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have 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 covered under this Report and of the profitof the Company for the year.

3. They have 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.

4. The Annual Accounts have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

25. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of your Company.

	FOR AND ON BEHALF OF THE BOARD
	MILAN DALAL	DEVANSHU DESAI
Mumbai	Director	Independent Director
Dated: September 03, 2025	DIN: 00062453	DIN: 00493980