Aztec Fluids & Machinery Ltd Directors Report

To The Members,

Aztec Fluids & Machinery Limited

Your directors have pleasure in submitting this 15th Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March, 2025.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

	STANDALONE		CONSOLIDATED
Particulars
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from operations	7387.09	6768.02	8842.49
Profit before Interest, Depreciation, Managerial
	1384.48	1022.95	1521.39
Remuneration, Taxation
Less: Interest	44.22	48.75	127.59
Depreciation	106.41	30.49	118.66
Directors Remuneration	215.80	129.00	251.09
Taxation	253.59	209.10	267.65
Profit before giving the effect of DTA/DTL	726.55	605.61	745.60
Less: Deferred Tax Liability/ (Assets)	(10.26)	(6.76)	(10.80)
Less: DTL on Profit of W/off of Asset in B/A	0.00	0.00	0.00
Less: Short/(Excess) Provision of Earlier Year	0.32	(1.04)	0.32
Profit for the year	736.49	613.41	756.40
Less: Provision For Dividend	0.00	00.00	0.00
Balance Bought Forward from Previous year	1139.55	1347.56	1139.47
Less: Reversal of DTA due to change of income tax rate	--	0.00
Add : Excess Provision of Income Tax		1.04
Less: Bonus shares issued	--	800.00
Less: Other Adjustments	--	21.42
Balance Carried to Balance Sheet	3637.76	1139.55	3652.09

2. PERFORMANCE HIGHLIGHTS

STANDALONE FINANCIAL RESULTS:

The continuous efforts of management led to fruitful and positive results. During the year under review, Revenue from Operations has gone up to Rs. 7387.09 Lakhs against Rs. 6768.02 Lakhs in the previous year.

As a result, the profit before interest, depreciation, managerial remuneration, taxation has reached a level of the figures which has gone up to Rs. 1384.48

Lacs against Rs. 1022.95 for the previous year. The profit for the year has also gone up to Rs. 736.49

Lacs against Rs. 613.41 Lacs for the previous year. After adjusting all amounts balance of Rs 3637.76 Lacs has been carried forward to the next year. Your Directors are making all the possible efforts to expand the business of the company, optimize expenses and hereby hope to make better performance in the years to come.

CONSOLIDATED FINANCIAL PERFORMANCE:

This is the first time consolidation is applicable as during the financial year the Company has acquired

JET INKS PRIVATE LIMITED, wholly own subsidiary of the Company. During the year under the review, Revenue from Operation is 8842.49 Lakhs. As a result, the profit before interest, depreciation, managerial remuneration, taxation is Rs. 1521.39 Lacs.

3. CHANGE IN NATURE OF BUSINESS:

During the year under review, Company has not changed its nature of business of the Company.

4. DIVIDEND

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the companys future expansion.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website and link for the same is https://www.aztecindia.org/assets/pdf/policies/ aztec-policy-dividend-distribution.pdf

5. RESERVES

During the financial year 2024-25, the Board does not propose to transfer any amount to the Reserves.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements. However, during the year under review Company has not given any guarantee or security.

7. RELATED PARTY TRANSACTIONS

During the year under review, the Company has entered into an agreements/ arrangement with related parties. The details of the same is mentioned in Form AOC-2 which is enclosed as Annexure-A to this Directors report.

8. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer

("IPO") of 36,00,000 equity shares of face value of 10 each at an issue price of Rs. 57 aggregating to Rs. 20,52,00,000/-. The Offer was made pursuant to Regulation6(1)ofSEBI(IssueofCapitalandDisclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on May 17, 2024. The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

LISTING ON STOCK EXCHANGE:

During the year, in order to achieve the benefits of listing the Equity Shares on the Stock Exchange and to avail benefit of more liquidity and visibility in the shares of your Company as well as provide a public market for the equity shares in India, the shares of the Company were listed on SME Platform of BSE Limited. Company has issued 36,00,000 equity shares of Rs. 10/- each at a premium of Rs. 57/- per share through IPO. The said equity shares of the Company were traded on the stock exchange with effect from 17th May, 2024.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the

Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report

10. INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the year under review

12. DIRECTOR(S) DISCLOSURES:

Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

Further the Company has received the declarations from all the Independent Directors as per the Section

149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of

Corporate Affairs ("MCA") vide its Notification dated

22nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

BOARD EVALUATION:

The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.

The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

13.DETAILS OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE ANDSTAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the

Board Committees of your Company are as follows: i) AUDIT COMMITTEE: The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:

Name	Category
Mr. Ashish Shah
	Independent, Non- Executive Member
	Chairman
Mr. Milan Desai
	Independent, Non-Executive Director
Mr. Pulin Vaidhya
	Executive Director, Managing Director

During the financial year 2024-2025, 5 (Five) Audit

Committee Meetings were held on 06.06.2024, 24.08.2024, 13.11.2024, 28.01.2025 and 01.03.2025. of

Name of The Committe Members	Designation	Attendance of Audit Committee Meeting The Year 2024-2025
		Held	Attended
Mr. Ashish Shah	Independent,
	Non- Executive	5	5
	Chairman
Mr. Milan Desai	Independent,
	non-executive	5	5
	Director
	Executive
Mr. Pulin Vaidhya
	Director
		5	5
	Managing
	Director

ii) NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. The Nomination and Remuneration Committee consists of the following members:

Name	Category
Mr. Ashish Shah
	Independent, Non- Executive
	Director, Chairman
Mr. Milan Desai
	Independent, Non-Executive
	Director
Mr. Kumudchandra Vaidhya
	Non-Executive Director

During the financial year 2024-2025, 3 (Three)

Nomination and Remuneration Committee Meetings were held on 02.07.2024, 24.08.2024 and 01.03.2025.

Name of The Committe Members	Designation	Attendance of Nomination And Remuneration Committee Meeting The Year 2024-2025
		Held	Attended
Mr. Ashish	Independent,
Shah	Non- Executive
		3	3
	Director,
	Chairman
Mr. Milan Desai	Independent,
	Non-Executive	3	3
	Director
Mr.
Kumudchandra
	Non-Executive
Vaidhya		3	3
	Director

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE: The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:

Name	Category
Mr. Milan Desai
	Independent, Non- Executive Director,
	Chairman
Mr. Ashish Shah
	Independent, Non-Executive Director
Mr. Pulin Vaidhya
	Executive Director-Member, Managing
	Director

During the financial year 2024-2025, 1 (One)

Stakeholders Relationship Committee Meeting was held on 13.11.2024.

Name of The Committe Members	Designation	Attendance of Stakeholder Relationship Committee Meeting The Year 2024-2025
		Held	Attended
Mr. Milan	Independent,
Desai	Non- Executive
		1	1
	Director,
	Chairman
Mr. Ashish
	Independent,
Shah
	Non-Executive	1	1
	Director
	Executive
Mr. Pulin
	Director-
Vaidhya
	Member,	1	1
	Managing
	Director

14.CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Searchable Mode of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment, Environment Protection and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible

Corporate.

As on March 31st, 2025, the CSR Committee comprised of:

Name	Category
	Chairman, Executive Director,
Mr. Pulin Vaidhya
	Managing Director
Mrs. Amisha Pulin	Member, Executive Director, Whole
Vaidhya	Time Director
Mr. Ashish Anantray	Member, Independent Director, Non-
Shah	Executive Director

During thefinancialyear 2024-2025, 1 (One) CSR Committee

Meeting was held on 13th November, 2024.

NAME OF THE COMMITTEE	DESIGNATION	ATTENDANCE OF CSR COMMITTEE MEETING THE YEAR 2024-2025
MEMBERS
		HELD	ATTENDED
Mr. Pulin	Chairman,	1	1
Vaidhya	Executive
	Director,
	Managing
	Director
Mrs. Amisha	Member,	1	1
Pulin	Executive
Vaidhya	Director,
	Whole Time
	Director
Mr. Ashish	Member,	1	1
Anantray	Independent
Shah	Director Non-
	Executive
	Director,
	Managing
	Director

The CSR policy is available on the website of your Company and link for the same is given in Annexure – B of this report.

15.DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2025, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 2 (Two) are Non-Executive Independent Directors, 1 (One) is Non-Executive Director and 2 (Two) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein. All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Amisha Pulin Vaidhya (DIN: 03077466), Whole-Time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. A brief profile of Mrs. Amisha Pulin Vaidhya has been included in the Notice convening the ensuing Annual General Meeting of the Company.

The Board of the Company comprises of following Directors and Key Managerial Personnel:

SR. NO.	NAME OF DIRECTORS	DESIGNATION
	Mr. Pulin
1	Kumudchandra	Chairman and Managing Director
	Vaidhya
	Mrs. Amisha Pulin
2		Whole-Time Director
	Vaidhya
	Mr.
	Kumudchandra
3		Non- Executive Director
	Bhawandas
	Vaidya
	Mr. Ashish	Non- Executive, Independent
4
	Anantray Shah	Director
		Non- Executive, Independent
5	Mr. Milan Desai
		Director
	Mr. Harsh
6		Chief Financial Officer
	Tejeenath Rawal
	Ms. Kiran Nitesh
7		Company Secretary
	Prajapati

Prajapati

Disclosure of relationships between Directors inter-se:

SR. NO.	NAME OF DIRECTORS	RELATION WITH OTHER DIRECTOR
		Husband of Mrs. Amisha
	Mr. Pulin
		Pulin Vaidhya, Son of Mr.
1	Kumudchandra
		Kumudchandra Bhawandas
	Vaidhya
		Vaidya
		Wife of Mr. Pulin Kumudchandra
	Mrs. Amisha Pulin	Vaidhya, Daughter-in-Law of
2
	Vaidhya	Mr. Kumudchandra Bhawandas
		Vaidya
		Father of Mr. Pulin
	Mr. Kumudchandra	Kumudchandra Vaidhya and
3
	Bhawandas Vaidya	Father-in-Law of Mrs. Amisha
		Pulin Vaidhya
	Mr. Ashish Anantray
4		None
	Shah
5	Mr. Milan Desai	None

There has been no changes in Directorship of the Company during the year under review.

Change in Key Managerial Personnel:

During the year under review there were following changes in Key Managerial Personnel of the Company: Ms. Rekha Jhanwar has resigned as a Company Secretary of the Company w.e.f. 2nd July, 2024. Ms. Ushma Dudani having membership no. 21452 was appointed as a Company Secretary of the Company in place of Ms. Rekha Jhanwar, Company Secretary w.e.f.2nd July, 2024.

Ms. Kiran Nitesh Prajapati, Company Secretary having membership Number 50814 is appointed as a Company Secretary of the Company w.e.f.1st March, 2025.

There being no other changes except mentioned above in KMP during the year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirmand state that – i. In the preparation of the annual accounts, the applicable accounting standards had 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 loss of the company for that period; iii. The Directors 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; 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; and 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.

17. APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Companys website at www.aztecindia.org and weblink for the same is http:// aztecindia/for-appointment-of-directors-kmp-and-senior-management-employees.pdf

18. STATUTORY AUDITORS

PursuanttoprovisionsofSection139oftheCompanies Act, 2013 and the rules framed there under, M/s. K A R M A & CO. LLP, Chartered Accountants, (FRN : 127544W/W1100376) were appointed as statutory Auditors of the Company till the conclusion of 19th Annual General Meeting (AGM) of your Company to be held in the year 2029. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. Statutory

Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

19. COMMENT ON AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. There were no reservations or adverse remarks made by the Auditors in their report.

20.SECRETARIAL AUDIT AND AUDITORS REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed

Ravi Kapoor & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25 and

Company has obtained a Secretarial Audit Report.

The Secretarial Audit report for the financial year ended March 31st, 2025 is annexed herewith as "Annexure-C" to this report. The Secretarial Audit

Report does not contain any qualification, reservation and adverse remark.

21. SECRETARIAL AUDIT AND AUDITORS REPORT

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, J J Patel & Associates, Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 2024-25. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectivenessofsystemsandprocesses,andassessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

22. ANNUAL RETURN

As per provisions of Section 92(3) Annual Return of the Company for the financial year ended on March

31, 2025 is placed on the website of the Company and the same can be accessed through https://www. aztecfluids.com/ www.aztecindia.org

23.DETAILSOFSUBSIDIARYCOMPANIES/ASSOCIATE COMPANIES / JOINT VENTURE

During the year under review, the following New entity was acquired by the Company:

JET INKS PRIVATE LIMITED

During the year under report, a new company, namely, "JET INKS PRIVATE LIMITED" was acquired as wholly owned subsidiary of the Company. And company does not have any joint venture or associate company.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates are provided in the prescribed format Form AOC-1 as

Annexure-D to the Boards Report.

The annual financial statements and related detailed information of the subsidiary company shall be made available to the shareholders of the holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Companys registered office and that of the respective subsidiary company concerned. In accordance with Section 136 of the

Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of the Company.(www.aztecindia.org)

24.MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Managements discussion and analysis report for the year under review, is presented in a separate section forming part of the annual report and is annexed herewith as "Annexure-E".

25. PARTICULARS OF EMPLOYEES

Your Company had 129 employees as of March 31, 2025. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration are provided in Annexure – F of this report.

26.MATERIAL SUBSIDIARY

Based on Financial Statement as on March 31, 2025, your Company had unlisted material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys website. (www.aztecindia.org) Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

27.BOARD MEETINGS

During the financial year 2024-25, 8 (Eight) Board

Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

Sr. No.	Date of meeting	Sr. No.	Date of meeting
1.	18.04.2024	2.	15.05.2024
3.	06.06.2024	4.	02.07.2024
5.	24.08.2024	6.	13.11.2024
7.	25.01.2025	8.	01.03.2025

The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

Name and DIN of the Directors	Designation	Number of Board meetings attended during the year 2024- 2025
		Held	Attended
PULIN
	Managing
KUMUDCHANDRA		8	8
	Director
VAIDHYA
AMISHA PULIN	Whole-time
		8	8
VAIDHYA	director
ASHISH
	Director	8	8
ANANTRAY SHAH
MILAN DESAI	Director	8	8
KUMUDCHANDRA
BHAWANDAS	Director	8	8
VAIDYA

28.SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

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

The Company has no activity pertaining to energy conservation or technology absorption. Details of foreign exchange earnings and outgo are as follows:

Foreign exchange earnings and Outgo: Foreign Exchange Earning: Rs. 476.94 Lakhs Foreign Exchange Outgo : Rs. 28.30 Lakhs

30.RISKMANAGEMENT

In todays economic environment, risk management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your companys risk management is embedded in the business processes.

Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

31.MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION(1)OFSECTION148OFTHECOMPANIES

ACT, 2013 AND STATUS OF THE SAME:

The provisions regarding 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.

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

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for prevention of Sexual Harassment at workplace" and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaint Committee consists of following members:

NAME	POSITION IN THE COMMITTEE	DESIGNATION
Ms. Pankti	Presiding	Senior HR and Admin
Macwan	Officer	Executive
Mrs. U.C.		Lawyer and Consultant to
	Member
Kirutheka		Aztec Group
Mr. Devraj
	Member	Group CFO
Pandya

Your Directors further states that during the year under review, there were no cases filed the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Companys

Website at www.aztecindia.org

(a) Number of complaints of Sexual Harassment received in the year: Nil (b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: Nil

33.THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

34.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 DURING THE FINANCIAL YEAR:

During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

35.COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

36.VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Companys Website at www.aztecindia.org

37.REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

38.INCREASE IN SHARE CAPITAL:

-Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 14,00,00,000/- (Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company. -Issued, subscribed and paid-up share capital: During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of face value Rs. 10/- each to Rs. 13,60,00,000/- (Rupees Thirteen Crore Sixty Lacs only) divided into 1,36,00,000 (One Crore Thirty-Six Lakhs ) Equity Shares of face value Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).

39.LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year

2024-25 to the BSE Limited where the shares of the Company are listed.

40.APPOINTMENT OF RTA

M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the company in order to make compliance with the provision of Companies

Act, 2013 as well as SEBI Depositories Act, 1996. All the equity shareholders of the company have demat their equity shares as on March 31st, 2025 and none of shareholders holding shares in physical form.

41.CODE OF CONDUCT

The board of directors has adopted a code of conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the company. The code has been posted on the companys website at www. aztecindia.org.

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All

Management Staff were given appropriate training in this regard.

42.TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the applicable provisions of companies act, 2013 (hereinafter referred to as "the act") read with investor education and protection fund (accounting, audit, transfer and refund) rules, 2016 (hereinafter referred to as the "IEPF rules"), all unclaimed dividends are required to be transferred by the company to the IEPF, after completion of seven (7) years. Further, according to IEPF rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

43.CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization. Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regulation of corporate governance are not applicable to company Hence, 15th Annual Report does not contain the Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors are thankful to the Bankers and concerned government departments / agencies for the co-operation and support extended by them to the Company throughout the year.

For and on behalf of the Board of Directors
For, AZTEC FLUIDS & MACHINERY LIMITED
SD/-	SD/-
PULIN VAIDHYA	AMISHA VAIDHYA
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 03012651	DIN: 03077466
DATE:11.08.2025	DATE:11.08.2025
PLACE: AHMEDABAD	PLACE: AHMEDABAD