Droneacharya Aerial Innovations Ltd Directors Report

TO

THE MEMBERS OF

DRONEACHARYA AERIAL INNOVATIONS LIMITED

The Directors of your company are pleased to present the seventh (7^th) Annual Report on the business and operations of the Company along with the Audited Standalone as well as Consolidated Financial statements for the nancial year ended 31.03.2024.

Highlights of the Financial year 2023-24 are as follows:

1. FINANCIAL SUMMARY

(INR in lakhs)

	Standalone		Consolidated
Particulars	FY 2023 -24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	3519.37	1856.94	3525.28	1856.94
Other income	200.61	56.61	201.18	56.61
Total Income	3719.98	1913.55	3726.46	1913.55
EBITDA	1239.31	557.92	1229.06	557.92
Tax Expenses:
Current Tax Expenses	240.98	106.35	240.98	106.35
Deferred Tax Expenses	(15.34)	14.74	(15.34)	14.74
Net PAT	620.39	341.97	610.02	341.97
Diluted EPS	2.59	1.77	2.54	1.77

2. STATE OF COMPANYS AFFAIRS

The company registered a stellar growth in standalone revenue at INR 3519.37 Lakhs during the Financial Year 2023-24 as compared to INR 1856.94 Lakhs in the Financial Year 2022-

23. The Pro ts after Tax ("PAT") stood at INR 620.39 Lakhs in Financial Year 2023-24 as compared to INR 341.97 Lakhs in the previous nancial year.

The consolidated revenue stood at INR 3525.28 Lakhs and the PAT was INR 610.02 Lakhs during the Financial Year 2023-24. The Company has consolidated its accounts with M/s PYI Technologies Private Limited pursuant to the acquisition of 51% in the later on January 02, 2024.

The meteoric performance is due to the companys steady and consistent growth as a

Drone Solution Provider and Drone Centric Training Organization. Currently, DroneAcharya is Indias leading and pioneering DGCA-certi ed Drone pilot training in the private segment. The company has also made signi cant strides in bagging multiple International Drone service projects and valuable industrial connections with Drone manufacturers, investment in drone-centric companies and acquisitions of value-adding rms in India and globally.

3. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

4. DIVIDEND

Your directors have not recommended any dividend on equity shares for the year under review to conserve the resources for the future growth of the Company.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

6. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company has published standalone nancial results on a half-yearly basis which were subjected to limited review and published the audited consolidated and standalone audited nancial results on an annual basis along with the auditors report. There were no revisions made to the nancial statements during the year under review.

The Financial Statements of the Company are prepared in accordance with the applicable

Indian Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and form an integral part of this Report.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, a ecting the nancial position of the Company, which have occurred between the end of the nancial year of the Company to which the nancial statements relate and the date of the report.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES Act, 2013.

Particulars of loans given, security provided, investments made and guarantees given during the year as covered under section 186 of the Companies Act, 2013 ("the Act") form part of the notes to the standalone nancial statements of the Company as attached to this annual report.

9. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Act, read with the Companies

(Acceptance of Deposits) Rules, 2014.

Further, Form DPT-3 has been led with the Registrar of Companies, Pune ("ROC") within the prescribed timeline.

10. DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

i) Subsidiaries

During the year under review, the Company acquired 5,100 equity shares i.e 51% stake in M/s PYI Technologies Private Limited on January 02, 2024. This strategic acquisition was considered a pivotal move in DroneAcharyas expansion plan, aimed at broadening its service spectrum and enhancing its value-added o erings within the drone industry.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the nancial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

As of March 31, 2024, we do not have any material subsidiary as per the threshold requirements given in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

11. SHARE CAPITAL

Authorized Equity Share Capital :

As on March 31, 2024, the Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 2,99,50,000 (Two Crores Ninety Nine Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,000 (Fifty Thousand) Preference Shares of Rs. 10/- (Rupees Ten) each.

There were no changes made to the Authorized Share Capital of the Company during the year under review.

Paid-up Equity Share Capital:

As on March 31, 2024, the Paid-up Equity Share Capital of the Company is Rs. 23,98,86,000/- (Rupees Twenty-Three Crores Ninety-Eight Lakhs and Eighty-Six Thousand) divided into 2,39,88,600 (Two Crores Thirty-Nine Lakhs Eighty-Eight Thousand and Six Hundred) Equity Shares of Rs. 10/- (Rupees Ten) each.

Further, during the year under review, the Company did not issue any shares or grant stock options or equity shares to the employees.

Issue of Debentures, Bonds and any other non-convertible securities/warrants:

During the year under review, the Company has not issued any debentures, bonds or any other non-convertible securities nor the Company has issued any warrants.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

TRANSACTION

The Company has not entered into any material Related Party Transaction ("RPT") during the nancial year 2023-24. All Related Party Transactions are placed before the Audit

Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs which are repetitive or when the need for these transactions cannot be foreseen in advance. The company has adopted a Related Party Transaction Policy in line with the requirements of the Companies Act, 2013 and the Listing Regulations, as amended from time to time, which is available on the website at www.droneacharya.com. The policy intends to ensure proper reporting, approval and disclosure processes are in place for all the transactions between the company and its related parties.

All RPTs entered during the year were in the ordinary course of business and on an arms length basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2 in terms of Section 134 is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial

Personnel of the Company.

Details of all related party transactions are mentioned in the notes to nancial statements forming part of the Annual Report.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal nancial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the e ectiveness of the internal audit function, and important internal audit discoveries in collaboration with management.

14. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has obtained the required declarations and disclosures from the Independent

Directors in accordance with Section 149(7) and Section 184(1) of the Act, con rming their compliance with the independence criteria outlined in Section 149(6) of the Act and under the applicable provisions of the Listing Regulations by disclosing their interest in form MBP-

1. All the Directors have certi ed that the disquali cations mentioned under sections 164, 167 and 169 of the Act do not apply to them.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Board of the Company has taken the disclosures on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the pro ciency required to be Independent Directors of the Company, ful ll the conditions of independence as speci ed in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have a irmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

15. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Composition and Size

An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the organizations growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all levels to contribute e ectively ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the eld of business and are from a range of diverse backgrounds. The Board as part of its succession planning exercise, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and Non-Executive Independent Directors with rich professional experience and background. As on March 31, 2024, the Companys Board Consists of 6 Directors as follows:

NAME OF THE DIRECTOR	DIN	CATEGORY
Mr. Prateek Srivastava	07709137	Chairman and Managing Director
Mrs. Nikita Srivastava	08082593	CFO & Executive Director
Mrs. Bhanupriya Thakur		Non-Executive Independent
	08276607
		Woman Director
Mr. Utsav Jasapara		Non-Executive Independent
	09711346
		Director
Mr. Mangina Srinivas Rao		Non-Executive Independent
	08095079
		Director
Mr. Raj Kumar Srivastava*	07289955	Additional Director - Independent

*During the year under review, Mr. Raj Kumar Srivastava (DIN: 07289955) was appointed as an Additional Director - Independent with e ect from February 06, 2024 for a term of 5 years. His appointment is subject to approval from the Members of the Company through Special Resolution as per the provisions of Regulation 17 of the Listing Regulations.

Independent Directors ful l the criteria as speci ed in section 149(6) of the Companies

Act, 2013. The Board is Chaired by the Managing Director who is also a promoter of the Company.

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51)read with Section 203 of the Act:

NAME OF THE KMP	DESIGNATION
Mr. Prateek Srivastava	Managing Director
Mrs. Nikita Srivastava	Chief Financial O icer
Mr. Harshal Kher*	Company Secretary and Compliance O icer

During the year under review, Ms. Mukula Jayant Joshi, former Company Secretary and Compliance o icer of the Company tendered her resignation on October 10, 2023 from the said position and consequently, the Board of Directors appointed Mr. Harshal Kher as the Company Secretary and Compliance O icer of the Company with e ect from

December 22, 2023.

16. BOARD OF DIRECTORS AND ITS MEETINGS

Number of Board Meetings

During the nancial year 2023-24, 5 (Five) Board meetings were held and the details of the number of directors present along with the dates are mentioned below in the table:

Sr. No	Date of the Meetings Board	Board strength as on the date of the Board Meeting	No. of Present	Directors
1.	April 29, 2023	5	5
2.	August 24, 2023	5	5
3.	October 27, 2023	5	4
4.	December 22, 2023	5	5
5.	February 06, 2024	5	5

The time gap between two consecutive Board meetings was less than 120 days and a necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

17. COMMITTEES OF THE BOARD

The Board committees play a crucial role in corporate governance. These committees are responsible for conducting detailed reviews of items under their purview before presenting them to the Board. Generally, committee meetings are held before the Board meetings and the chairperson of each of the committees reports to the Board about the decisions taken at the committee meetings. At times, committees also provide recommendations to the Board on matters under their purview. The Board has established several statutory committees in accordance with the Act and the Listing Regulations, which include: ? Audit Committee ? Nominations and Remuneration Committee ? Stakeholders Relationship Committee

Details of each of the committees are mentioned below:

? Audit Committee

In accordance with the requirements of section 177 of the Act, the Board has established a quali ed and independent Audit Committee. The committee comprises of 5 (Five) members and the majority of members are Independent Directors. The members of the

Audit Committee have relevant experience in nancial matters as well as have accounting or related nancial management expertise and all of them are nancially literate. The

Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & nance, banking, corporate laws, and governance matters.

The composition of the Audit Committee as on March 31, 2024 including the changes made in the committee during the year is as under:

Name of the Director	Designation	Category
Mr. Utsav Jasapara	Chairman	Non-Executive Independent Director
Mr. Mangina Srinivas Rao	Member	Non-Executive Independent Director
Mrs. Bhanupriya Thakur	Member	Non-Executive Independent Director
Mr. Raj Kumar Srivastava*	Member	Non-Executive Independent Director
Mrs. Nikita Srivastava	Member	CFO & Director

*Mr. Raj Kumar Srivastava was appointed as a member of the Audit Committee with e ect from February 06, 2024.

During the year under review, the audit committee met 4 (Four) times on April 29, 2023, August 24, 2023, October 27, 2023 and February 06, 2024.

The Company Secretary acts as the Secretary of the Audit Committee.

? Nominations and Remuneration Committee (NRC)

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee.

In accordance with the provisions of Section 179 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), composition, terms of reference of which are in conformity with the said provisions. The committee comprises of 5 (Five) members and majority members are Independent Directors.

The composition of NRC as on March 31, 2024 including the changes made in the committee during the year is as under:

Name of the Director	Designation	Category
Mr. Mangina Srinivas Rao	Chairman	Non-Executive Independent Director
Mr. Utsav Jasapara	Member	Non-Executive Independent Director
Mrs. Bhanupriya Thakur	Member	Non-Executive Independent Director
Mr. Raj Kumar Srivastava*	Member	Non-Executive Independent Director
Mr. Prateek Srivastava	Member	Chairman & Managing Director

*Mr. Raj Kumar Srivastava was appointed as a member of the NRC with e ect from February 06, 2024.

During the year under review, the Nomination and Remuneration Committee met 4 (Four) times on April 29, 2023, August 24, 2023, December 22, 2023 and February 06, 2024.

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

Companys policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee of the Company follows de ned criteria for identifying, screening, recruiting and recommending candidates for election as a Director on the Board To operate e ectively and e iciently, the Board has identi ed key skills, expertise, and competencies that are relevant to the Companys business and sector. The detailed policy on terms and conditions for the appointment of Independent Directors the policy of making payment to Non-Independent Directors is available on the website of the Company at www.droneacharya.com.

? Stakeholders Relationship Committee (SRC)

In accordance with the provisions of section 178 of the Act, the Company has framed a

Stakeholders Relationship Committee (SRC) that is responsible for handling investor grievances. The committee is comprised of 5 (Five) members, the majority of which are Independent Directors. The composition of SRC as on March 31, 2024 including the changes made in the committee during the year is as under:

Name of the Director	Designation	Category
Mrs. Bhanupriya Thakur	Chairman	Non-Executive Independent Director
Mr. Utsav Jasapara	Member	Non-Executive Independent Director
Mr. Mangina Srinivas Rao	Member	Non-Executive Independent Director
Mr. Raj Kumar Srivastava*	Member	Non-Executive Independent Director
Mrs. Nikita Srivastava	Member	CFO & Director

*Mr. Raj Kumar Srivastava was appointed as a member of the SRC with e ect from February 06, 2024.

As on March 31, 2024, no complaints are pending on the SEBI SCORES portal.

During the year under review, the Stakeholders Relationship Committee met 3 Three ( ) times on April 29, 2023, August 24, 2023 and February 06, 2024.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

18. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01, 2023 to March 31, 2024, the Company has complied with the Secretarial Standard – 1 and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India.

19. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

As of the nancial year ending on March 31, 2024, the Company was not subject to the Corporate Social Responsibility (CSR) as per the provisions of section 135 of the Act.

20. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

(KMP) AND EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure – A.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Directors based on the representations received from the operating management and after due enquiry, con rm that: a) In the preparation of Annual Accounts, the applicable accounting standards had been followed along with a proper explanation of material departures;

b) They had selected and applied such accounting policies consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of a airs of the Company at the end of the nancial year March 31, 2024 and of the pro t of the company for that period;

c) They had taken proper and su icient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern;

e) They had laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and are operating e ectively; and

f) They had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ectively.

22. BOARD EVALUATION

Pursuant to section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and in terms of the framework of the Nomination and remuneration Policy, the Nomination and Remuneration Committee and the Board of Directors have carried out annual performance evaluation of the Board.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars with respect to the conservation of energy, technology absorption and foreign exchange earnings and outgo are stipulated in Annexure - B which is enclosed to this report.

24. RISK MANAGEMENT POLICY

In line with this requirement, the Company has framed and implemented a risk management policy to identify and assess the regulatory risk areas, and a risk mitigation process. A detailed exercise is being carried out at regular interval to identify, evaluate, manage and monitor all the business risks. The Board periodically review the risks and suggests steps to be taken to control and mitigate the same through a properly de ned framework.

25. ANNUAL RETURN

In compliance with section 92(3) read with section 134(3) of the Act, the annual returns of the Company as on March 31, 2024 is available on the website of the Company at www.droneacharya.com

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.

The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has in place, a "Policy on Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to protect employees at the workplace and prevent and redress complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.

27. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your Company believes that Human resources is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering. The HR management systems and processes are designed to enhance organizational e ectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of a airs of the Company, forms part of this Annual Report.

29. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The company has established a vigil mechanism for directors and employees to report concerns about unethical behavior. The mechanism provides adequate safeguard against victimization of employees raising any such concern and it allows direct access to the

Chairperson of the Audit Committee in exceptional cases. During the nancial year under review, no person was denied access to the Audit Committee. The whistle-blower policy is available on the website of the company at www.droneacharya.com

30. FRAUDS REPORTED BY AUDITORS

During the year under review, no frauds were reported by the auditors to the Audit

Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

31. AUDITORS

a. Statutory Auditors

Members of the Company have approved the appointment of M/s K P R K & Associates,

Chartered Accountants, Nagpur (FRN: 103051W), as the statutory auditors of the company for a consecutive term of ve years at the Annual General Meeting held on September 30, 2022 till the conclusion of Annual General Meeting for the nancial year 2026-27. b. Secretarial Auditors

During the year under review, the Board of Directors had appointed M/s More Daliya and

Associates, Practicing Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the nancial year 2023-24.

c. Internal Auditors

M/s Veena Agrawal and Associates, Chartered accountants, Nagpur were as Internal Auditors of the Company for conducting Internal Audit functions for the nancial year 2023-24.

32. STATUTORY AUDITORS REPORT

The Auditors Report for the FY 2023-24 on the standalone as well consolidated nancial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred to in the Annual Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any quali cation, reservation or adverse remark.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNAL

During the year there were no signi cant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. Your Board takes this opportunity to thank all its employees for their dedicated service and rm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to continued support of all these partners in progress.

34. ACKNOWLEDGEMENT

Your Board expresses gratitude to all employees for their dedicated service and unwavering commitment to the Companys goals. We also extend our sincere appreciation for the wholehearted support received from members, clients, bankers, and all other stakeholders