Artificial Electronics Intelligent Material Ltd Directors Report

To,

The Members,

Artificial Electronics Intelligent Material Limited

(Formerly Datasoft Application Software (India) Limited)

Your Directors are please to present the 34^th Board?s Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March 2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2026 and for the previous financial year ended on 31^st March, 2025 is given below:

(Rs. in Lakhs)

Particulars	2025-26 2024-25	2025-26	2024-25
	Standalone	Consolidated
Revenue from Operations	14,996.73	2,609.61	15,010.28	2,609.61
Other Income	158.94	72.68	158.94	72.68
Total Income	15,155.67	2,682.29	15,169.22	2,682.29
Total Expenses	10,235.72	2,311.29	10,246.23	2,311.29
Profit Before Exceptional and Extra Ordinary Items and Tax	4,919.95	371.00	4,922.99	371.00
Exceptional Items	0.00	0.00	0.00	0.00
Extra Ordinary Items	0.00	0.00	0.00	0.00
Profit Before Tax	4,919.95	371.00	4,922.99	371.00
Tax Expense:
Current Tax	1,257.92	88.00	1247.18	88.00
Deferred Tax	(13.17)	(0.01)	(1.66)	(0.01)
Profit for the period	3675.20	283.01	3677.47	283.01
Earnings per share (EPS)
Basic	17.73	3.43	17.73	3.43
Diluted	13.05	3.43	13.06	3.43

2. OPERATIONS:

• STANDALONE BASIS:

The total revenue from operations of the Company for the Financial Year 2025-26 stood at Rs. 15,155.67 Lakhs, as compared to Rs. 2682.29 Lakhs in the Previous Financial Year. The Company has incurred a profit before tax of Rs. 4,919.95 Lakhs during the year, as compared to Rs. 371.00 Lakhs in the previous Financial Year, while the Net Profit after tax increased to Rs. 3675.20 Lakhs from Rs. 283.01 Lakhs in the previous Financial Year. The improved financial performance reflects the Company?s steady operational growth and prudent financial management.

• CONSOLIDATED BASIS:

The total revenue from operations of the Company for the Financial Year 2025-26 stood at Rs. 15,169.22 Lakhs, as compare to Rs. 2,682.29 Lakhs in the previous Financial Year. The Company has incurred a Profit before tax of Rs. 4,922.99 Lakhs during the year, as compared to Rs. 371 in the previous Financial Year,

while the Net Profit after tax increased to Rs. Rs. 3677.47 Lakhs from Rs. 283.01 Lakhs in the previous financial year.

The Directors continue to explore new avenues for the future growth of the Company and remain optimistic about its growth prospectus in the coming years.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26, there was no change in the nature of the Business of the Company.

4. SHARE CAPITAL:

• Authorised Share Capital:

The Authorised Equity Share Capital of the Company as on 31^st March, 2026 is Rs. 100,00,00,000 (Rupees One Hundred Crores only) divided into 10,00,00,000 (Ten Crores) equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

During the year there is no change in the Authorised Equity Share Capital of the Company.

• Paid-up Share Capital:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2026 is Rs. 27,66,95,900 (Rupees Twenty-Seven Crores Sixty-Six Lakhs Ninety-Five Thousand Nine Hundred Only) divided into 2,76,69,590 (Two Crores Seventy-Six Lakhs Sixty-Nine Thousand Five Hundred Ninety) equity shares of Rs. 10.00/- (Rupees Ten Only) each.

During the year under review, the Paid-up Equity Share Capital increased as follows:

1. The Board of Directors, at its meeting held on 17^th November, 2025, allotted 97,53,750 (Ninety-Seven Lakhs Fifty-three Thousand Seven Hundred Fifty) fully paid-up equity shares of face value of Rs. 10.00/- each at an issue price of Rs. 40.00/- per equity share (including a securities premium of Rs. 30.00/- per equity share) on a preferential basis.

Consequently, the Paid-up Share Capital of the Company increased from Rs. 16,96,58,400 (Rupees Sixteen Crores Ninety-Six Lakhs Fifty-Eight Thousand Four Hundred Only) divided into to 1,69,65,840 (One Crore Sixty-Nine Lakhs Sixty-Five Thousand Eight Hundred Forty) equity shares having face value of Rs. 10.00/- each to Rs. 26,71,95,900 (Rupees Twenty-Six Crores Seventy-One Lakhs Ninety- Five Thousand Nine Hundred Only) divided into 2,67,19,590 (Two Crores Sixty-Seven Lakhs Nineteen Thousand Five Hundred Ninety) equity shares having face value of Rs. 10.00/- each.

2. The Board of Directors, at its meeting held on 30^th January, 2026, allotted 9,50,000 (Nine Lakhs Fifty Thousand) fully paid-up equity shares having face value of Rs. 10.00/- each at an issue price of Rs. 40.00/- per warrant (including a securities premium of Rs. 30.00/- per warrant) pursuant to the Conversion of warrants into equity shares through preferential basis.

Consequently, the Paid-up Share Capital of the Company was increased from Rs. 26,71,95,900 (Rupees Twenty-Six Crores Seventy-One Lakhs Ninety-Five Thousand Nine Hundred Only) divided into 2,67,19,590 (Two Crores Sixty-Seven Lakhs Nineteen Thousand Five Hundred Ninety) equity shares having face value of Rs. 10.00/- each to Rs. 27,66,95,900 (Rupees Twenty-Seven Crores Sixty-Six Lakhs Ninety-Five Thousand Nine Hundred Only) to 2,76,69,590 (Two Crores Seventy-Six Lakhs Sixty-Nine Thousand Five Hundred Ninety) equity shares having face value of Rs. 10.00/- each.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2025-26 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ended 31^st March, 2026 has been transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Company?s website https://www.aeimindia.com

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There has been no material change and commitment affecting the financial position or financial performance of the Company between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. BOARD MEETINGS AND ATTENDANCE:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company?s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 10 (Ten) times viz., 30^th May, 2025, 12^th June, 2025, 8^th August, 2025, 14^th August, 2025, 9^th October, 2025, 6^th November, 2025, 17^th November, 2025, 16^th December, 2025, 30^th January, 2026 and 12^th February 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2026 the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and there is no material departure from the same,

b. 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 as at 31^st March, 2026 and Profit and Loss of the Company for the financial year ended on 31^st March, 2026.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (“CSR”) became applicable to the Company for the financial year ended March 31, 2026. Accordingly, the Company has constituted a Corporate Social Responsibility Committee. The Company is taking the necessary steps to ensure compliance with the applicable CSR provisions. The details of the CSR Committee have been provided in the relevant section of the Board?s Report for disclosure and reference.

14. AUDITORS AND THEIR REPORTS:

A. Statutory Auditor:

M/s. D. G. M. S. & Co, Chartered Accountants (FRN: 112187W), Jamnagar, were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting held in the 2023, for a term of 5 consecutive years commencing from the conclusion of the 30^th AGM until the conclusion of the 35 ^th AGM of the Company to be held in the year 2027.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. D. G. M. S. & Co, Chartered Accountants, the Statutory Auditors of the Company, in their Audit Report for the Financial Year ended 31^st March, 2026. The observations, if any, made in the Auditor?s Report are self-explanatory and, therefore do not call for further comments or explanations from the Board of Directors.

The Auditor?s report for the financial year ended 31^st March, 2026 has been issued with an unmodified opinion by the Statutory Auditors and the report forms part of the Annual Report.

The Statutory Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

B. Secretarial Auditor:

M/s. Jitendra Parmar and Associates, Company Secretaries, Ahmedabad, having FRN: S2023GJ903900, were appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held in 2025 for a period of five consecutive years commencing from the Financial Year 2025-26 up to the Financial Year 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by M/s. Jitendra Parmar and Associates, Company Secretaries, Ahmedabad, having FRN: S2023GJ903900, for the Financial Year 2025-26 in Form No. MR-3 is annexed hereto as Annexure - V to this Report. There are no adverse observations or qualifications in the Secretarial Audit Report which require any explanation or comment from the Board of Directors.

The Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

The Board of Directors had appointed M/s. J D S Associates, Chartered Accountants, Coimbatore, having Firm Registration No. 008735S, as the Internal Auditor of the Company at its meeting held on 30th May 2025. Subsequently, M/s. J D S Associates resigned as the Internal Auditor of the Company, and the Board of Directors, at its meeting held on 8th August 2025, accepted the resignation and appointed M/s. D A T and Associates, Chartered Accountants, Tiruppur, having Firm Registration No. 028795S, as the Internal Auditor of the Company in place of M/s. J D S Associates, Chartered Accountants, Coimbatore.

The Internal Auditor conducts internal audits of the functions and operations of the Company and reports its findings to the Audit Committee and the Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company and provides recommendations, wherever necessary, for strengthening the same.

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arm?s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https://www.aeimindia.com/policies

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts/arrangements entered with related parties in prescribed Form AOC-2, is annexed herewith as Annexure - III to this Report.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor?s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No. Particulars	(Rs. in Lakhs)
1. Balance at the beginning of the year	195.13
2. Current Year?s Profit	3,675.20
3. Amount of Securities Premium and other Reserves	5,562.87
Total	9,433.21

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

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure - I and form part of this Report.

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT VENTURES:

The Company has one subsidiary Company, namely “M/s. AIMOTO Works Private Limited”. The Company does not have any Associate Company or Joint Venture companies within the meaning of the Companies Act, 2013.

During the year under review, M/s. AIMOTO Works Private Limited was incorporated on 27^th October. 2025, pursuant to the Certificate of Incorporation issued by the Ministry of Corporate Affairs (“MCA”). Pursuant to the investment made by our Company in M/s. AIMOTO Works Private Limited, the said Company become a Subsidiary Company of Artificial Electronics Intelligent Material Limited within the meaning of Section 2(6) of the Companies Act, 2013, with effect from the date of its incorporation.

The Company has duly complied with the applicable provisions of the Companies Act, 2013 and the rules made thereunder in relation to its Subsidiary Companies. The Company has also formulated a policy for determining a “Subsidiary Company”, which is available on the website of the Company at https://www.aeimindia.com/policies

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary and Associate Companies in Form No. AOC-1 is annexed to this Report as Annexure - II.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary Company, are available on the Company?s website at www.aeimindia.com.

22. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

23. STATE OF COMPANY?S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed Materials, spare- parts and Components Consumption write up and explanation about the performance of the Company.

24. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management.

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors? inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members? confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

* Knowledge

* Professional Conduct

* Comply Secretarial Standard issued by ICSI Duties

* Role and functions

b) For Executive Directors:

* Performance as leader

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set investment goal

* Professional conduct and integrity

* Sharing of information with Board

* Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

25. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical Behaviour, actual or suspected fraud or violation of Company?s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the financial year under review, the Company received unsecured loans from a director to meet its business and working capital requirements. The said loan is exempt from the definition of “deposit” under the Companies (Acceptance of Deposits) Rules, 2014, based on the declaration furnished by the Director confirming that the amount advanced was not out of funds acquired by borrowing or accepting loans or deposits from others.

The details of unsecured loans received from the Director during the year are as follows:

Sr. No. Name & Designation of the Director	Amount (Rs. in Lakhs)
1. Ms. Uma Nandam, Whole-time Director	4,250.00
Total	4,250.00

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No Name	Designation	DIN/PAN
1. Mr. Eswara Rao Nandam5	Non-Executive and Non-Independent Director-cum-Chairman	02220039
2. Ms. Uma Nandam	Whole-time Director	02220048
3. Mr. Vishaal Nandam	Non-Executive and Non-Independent Director	07318680
4. Mr. Alan M Wagner1,2,3	Non-Executive and Independent Director	10946669
5. Mr. S Balasubramanian2,3	Non-Executive and Independent Director	11097149
6. Ms. Rapala Virtanen Tarja Hannele5	Non-Executive and Independent Director	09528399
7. Mr. Karuppannan Tamilselvan5	Non-Executive and Non-Independent Director-cum-Chairman	09542029
8. Mr. Achal Kapoor4	Non-Executive and Independent Director	09150394
9. Ms. Preeti4	Non-Executive and Independent Director	09662113
10. Mr. Pratibha Dhanuka4	Company Secretary	ai*******m
11. Ms. Chayonika Paloi4	Company Secretary	CQ*******d
12. Mr. Muthusamy Palanisamy7	Chief Financial Officer	Aj*******q
13. Ms. Girija Sankar Tripathy7	Chief Financial Officer	ak*******h

1. Mr. Alan M. Wagner resigned from the post of Additional Non-Executive and Independent Director w.e.f. 26^th May 2025.

2. Mr. Alan M. Wagner and Mr. S Balasubramanian were appointed as Additional Non-Executive and Independent Director of the Company w.e.f. 12^th June, 2025.

3. Regularisation of Mr. Alan M. Wagner and Mr. S Balasubramanian as Non-Executive and Independent Director in the Annual General Meeting held on 12^th July, 2025.

4. Ms. Preeti and Mr. Achal Kapoor resigned from the post of Non-Executive and Independent Director, Ms. Chayonika Paloi was appointed as Company Secretary, and Mr. Pratibha Dhanuka resigned from the post of Company Secretary w.e.f. 8^th August 2025.

5. Mr. Rapala Virtanen Tarja Hannele was appointed as Non-Executive and Non-Independent Director, Mr. Karuppannan Tamilselvan resigned from the post of Non-Executive and Independent Director-cum-Chairman, and Mr. Eswara Rao Nandam was appointed as Chairman of the Company w.e.f. 9^th October 2025.

6. Change in designation of Mr. Rapala Virtanen Tarja Hannele from Non-Executive and Non-Independent Director to Non-Executive and Independent Director w.e.f. 16^th December, 2025 and regularisation by the members in EGM w.e.f. 7^th January, 2026.

7. Ms. Girija Sankar Tripathy was appointed as Chief Financial Officer, and Mr. Muthusamy Palanisamy resigned from the position of Chief Financial Officer w.e.f. 3^rd June 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Alan M Wagner, Mr. S Balasubramanian and Ms. Rapala Virtanen Tarja Hannele are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and are qualified to be Independent Directors. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors? Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report as Annexure - V.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

32. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Thursday, 12^th February, 2026 the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company?s current working and future outlook as per Annexure - VI to this Report.

34. DISCLOSURES:

a) Audit Committee:

During the year under review, meetings of members of the Audit Committee, as detailed below, were held on 30^th May, 2025, 12^th June, 2025, 8^th August, 2025, 6^th November, 2025, 17^th November, 2025, 30^th January, 2026 and 12^th February, 2026.

The Constitution and attendance records of the Audit Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Achal Kapoor1	Chairman	2	2
Mr. Karuppannan Tamilselvan1	Member	3	3
Ms. Preeti Garg1	Member	2	2
Mr. S Balasubramanian1,2	Chairman	5	5
Ms. Uma Nandam1,2	Member	5	5
Mr. Alan M Wagner1	Member	5	5
Ms. Rapala Virtanen Tarja Hannele2	Chairman	0	0
Mr. Eswara Rao Nandam2	Member	0	0

1. Mr. S. Balasubramanian was appointed as Chairman, Ms. Uma Nandam and Mr. Alan M. Wagner were appointed as Members, and Mr. Achal Kapoor resigned as Chairperson, Mr. Karuppannan Tamilselvan and Ms. Preeti Garg resigned as Member of the Audit Committee, w.e.f. 12^th June 2025.

2. Mr. S. Balasubramanian resigned from the position of Chairman, and Ms. Rapala Virtanen Tarja Hannele was appointed as Chairperson. Further, Ms. Uma Nandam resigned from the position of Member, and Mr. Eswara Rao Nandam was appointed as a Member of the Audit Committee, w.e.f. 13^th August, 2026.

b) Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as detailed below, were held on 12^th June, 2025, 8^th August, 2025, 9^th October, 2025 and 16^th December, 2025.

The Composition and attendance records of the Nomination and Remuneration Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Preeti2	Chairperson	1	1
Mr. Karuppannan Tamilselvan1	Member	3	3
Mr. Achal Kapoor2	Member	1	1
Mr. S Balasubramanian2	Chairman	3	3
Mr. Alan M Wagner2	Member	3	3
Ms. Rapala Virtanen Tarja Hannele1	Member	1	1

1. Ms. Rapala Virtanen Tarja Hannele was appointed as a Member, and Mr. Karuppannan Tamilselvan resigned as a Member of the Nomination and Remuneration Committee w.e.f. 9^th October 2025.

2. Mr. S. Balasubramanian was appointed as Chairperson, and Mr. Alan M. Wagner was appointed as a Member, while Ms. Preeti resigned as Chairperson and Mr. Achal Kapoor resigned as a Member of the Nomination and Remuneration Committee w.e.f. 12^th June 2025.

c) Composition of Stakeholders? Relationship Committee:

During the year under review, meetings of members of Stakeholders? Relationship Committee, as detailed below, were held on 12^th June, 2025.

The Composition and attendance records of the members of the Stakeholders? Relationship Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Preeti2	Chairperson	1	1
Mr. Karuppannan Tamilselvan1	Member	1	1
Mr. Achal Kapoor2	Member	1	1
Mr. S Balasubramanian2,3	Chairperson	0	0
Mr. Alan M Wagner1	Member	0	0
Ms. Rapala Virtanen Tarja Hannele1,3	Member	0	0
Mr. Vishaal Nandam3	Member	0	0

1. Ms. Rapala Virtanen Tarja Hannele was appointed as a Member, and Mr. Karnppannan Tamilselvan resigned as a Member of the Stakeholders? Relationship Committee w.e.f. 9^th October 2025.

2. Mr. S. Balasubramanian was appointed as Chairperson, and Mr. Alan M. Wagner was appointed as a member, while Ms. Preeti resigned as Chairperson and Mr. Achal Kapoor resigned as a Member of the Nomination and Remuneration Committee w.e.f. 12^th June 2025.

3. Change in designation of Ms. Rapala Virtanen Tarja Hannele from Member to Chairperson, Mr. S. Balasubramanian resigned from the position of Chairperson. Further, Mr. Vishal Nandam was appointed as a Member of the Stakeholders? Relationship Committee, w.e.f. 13^th August, 2026.

d) Composition of the Corporate Social Responsibility Committee:

Board of Directors of on 13^th August, 2026 has constitute the Corporate Social Responsibility Committee

Name	Status
Ms. Rapala Virtanen Tarja Hannele	Chairperson
Ms. Uma Nandam	Member
Mr. Eswara Rao Nandam	Member

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of Cost records as specified by the central Government under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

38. DEMATERIALISATION OF EQUITY SHARES:

Pursuant to the applicable provisions and direction issued by the Securities and Exchange Board of India (SEBI), the securities of the Company are required to be held in dematerialised form.

The Company has established connectivity with both the Depositories, namely, National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), and has been allotted the

International Securities Identification Number (ISIN) for Equity Shares: INE072B01027 and for Convertible warrants ISIN: INE072B13014.

The equity shares of the Company are presently held in both dematerialised and physical form. The Company has also issued convertible warrants, which are held in dematerialised form.

39. COMPLIANCE ON MATERNITY BENEFITS 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.

40. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

41. POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company?s Policy on director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the Company at https://www.aeimindia.com/policies

42. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

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 is not applicable to the Company.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:	By the Order of the Board
Building No. GB-200B, Green Base Industrial & logistics park, Thriveni Nagar, Vadakapattu Village, Chengalpattu District, Tamil Nadu,	For, Artificial Electronics Intelligent Material Limited (Formerly Datasoft Application Software (India) Limited)
India - 603204
	SD/-	SD/-
	Eswara Rao Nandam	Uma Nandam
Place: Vadakapattu, Tamil Nadu	Director	Whole-time Director
Date: 13th August, 2026	DIN: 02220039	DIN: 02220048