Droneacharya Aerial Innovations Ltd Directors Report

TO

THE MEMBERS OF

DRONEACHARYA AERIAL INNOVATIONS LIMITED

The Directors of your company are pleased to present the eighth (8 th ) Annual Report on the business and operations of the Company along with the Audited Standalone as well as Consolidated Financial statements for the financial year ended 31.03.2025.

Highlights of the Financial year 2024-25 are as follows:

1. FINANCIAL SUMMARY (INR in lakhs)

	Standalone		Consolidated
Particulars	FY 2024 -25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	3451.89	3519.37	3451.89	3525.29
Other income	217.86	201.64	217.86	202.22
Total Income	3669.75	3719.98	3669.75	3727.50
EBITDA	(1300.89)	1239.29	(1301.59)	1229.05
Tax Expenses:
Current Tax Expenses	-	240.98	-	240.98
Deferred Tax Expenses	(447.07)	(15.35)	(447.07)	(15.35)
Net PAT	(1,346.73)	618.35	(1346.95)	607.98
Total Comprehensive			(1,345.84)	610.02
Income	(1,345.62)	620.39
Diluted EPS	(5.61)	2.58	(5.62)	2.54
Earning Before Interest,
Tax, Depreciation,
Amortization (EBITDA) &
Provision for Expected
Credit Loss	-35.46	1239.29	-36.29	1229.05

The Company has incurred an amount of 143.11 Lakhs cash losses during the financial year covered by our audit and an amount of NIL in the immediately preceding financial year has been reported.

2. STATE OF COMPANYS AFFAIRS

The company registered standalone revenue at INR 3451.89 Lakhs during the Financial Year 2024-25 as compared to INR 3519.37 Lakhs in the Financial Year 2023-24. The Profits after Tax ("PAT") stood at INR (1346.73) Lakhs in Financial Year 2024-25 as compared to INR 618.35 Lakhs in the previous financial year.

Overall, the PAT remains negative at INR (1346.73) Lakhs, which include the provision for expected credit loss of INR 1303 Lakhs as per IND AS provision. The company is positive about recovering the expected credit loss in FY 2025-26.

The consolidated revenue stood at INR 3451.89 Lakhs and the PAT was INR (1346.95) Lakhs during the Financial Year 2024-25. The Company has consolidated its accounts with M/s PYI Technologies Private Limited and DroneAcharya Miltech Private Limited pursuant to the acquisition of 51% of shares in both the companies.

The Company has declared FY 2024-25 as its "Year of Innovation", driven by significant product launches, defence trails, global partnership, and training milestones. Despite near- term financial pressures, DroneAcharya continues its steady growth trajectory as a Drone Solution Provider and Drone Centric Training Organization . Currently, DroneAcharya is Indias leading and pioneering DGCA- certified Drone pilot training in the private segment. The company has also made notable strides in securing multiple international drone service projects, forging industrial partnerships with drone manufacturers, investing in drone-centric companies, and pursuing acquisitions of value adding firms 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 financial results on a half-yearly basis which were subjected to limited review and published the audited consolidated and standalone audited financial results on an annual basis along with the auditors report. There were no revisions made to the financial 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, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial 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 financial 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 filed with the Registrar of Companies, Pune ("ROC") within the prescribed timeline.

10. DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

i) Subsidiaries

As on March 31,2025, the Company has two subsidiaries namely PYI Technologies Private Limited and Droneacharya Miltech Private Limited.

During the year under review, the Company acquired 5,100 equity shares i.e 51% stake in M/s and Droneacharya Miltech Private Limited on April 10, 2024.

The Company has incorporated a wholly owned subsidiary under the trade name "DRONE ENTRY AERIAL SERVICES LLP" in the free trade zone in United Arab Emirates, on December 05, 2024. The Company does not currently exercise control over the subsidiarys operations, and the subsidiary has not commenced active business operations. In accordance with the applicable Indian Accounting Standards (Ind AS) on consolidation, since the Company has not yet established control over the subsidiary, it has not been considered for consolidation in the consolidated financial statements for the reporting period

This strategic acquisition was considered a pivotal move in DroneAcharyas expansion plan, aimed at broadening its service spectrum and enhancing its value-added offerings 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 financial 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, 2025, 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, 2025, the Authorized Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 3,00,00,000 (Three Crores) Equity 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, 2025, 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.

I ssue 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 financial year 2024-25. 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 is enclosed in Annexure A. 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 financial statements forming part of the Annual Report.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the effectiveness 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, confirming 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 certified that the disqualifications 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 proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified 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 affirmed 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

The Board establishes a positive leadership culture, which is vital for the companys long-term success. By emphasizing strategic decision-making and promoting collaboration, Board members play a key role in driving sustainable growth. Their vision and guidance enable management and employees at every level to contribute effectively, fostering a prosperous organization.

The Board comprises individuals with diverse skills, perspectives, and expertise in essential business areas, drawn from varied backgrounds. As part of its succession planning, the Board regularly reviews its composition to ensure alignment with the companys strategy and long-term objectives.

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, 2025, 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 Nikhil 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 \u2013 Independent

*During the year under review, Mr. Raj Kumar Srivastava (DIN: 07289955) has tendered his resignation from the position of Independent Director with effect from March 31,2025 and the intimation with respect to the same has been tendered to the stock exchange as per Regulation 30 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Pursuant to section 152 of the Companies Act 2013, Ms. Nikita Srivastava (DIN: 08082593) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

Independent Directors fulfil the criteria as specified 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 Officer
Mr. Harshal Kher*	Company Secretary and Compliance Officer
Mr. Adhir Sunil Kuntawar*	Company Secretary and Compliance Officer

During the year under review, Mr. Harshal J. Kher, former Company Secretary and Compliance officer of the Company tendered her resignation on January 31, 2025 from the said position and consequently, the Board of Directors appointed Mr. Adhir Sunil Kuntawar as the Company Secretary and Compliance Officer of the Company with effect from May 14,2025.

16. BOARD OF DIRECTORS AND ITS MEETINGS

Number of Board Meetings

During the financial year 2024-25, 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 Board Meetings	Board strength as on the date of the Board Meeting	No. of Present	Directors
1.	May 29, 2024	6	6
2.	September 6,2024	6	4
3.	November 12,2024	6	6
4.	January 23,2025	6	5
5.	January 30,2025	6	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 qualified 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 financial matters as well as have accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance, banking, corporate laws, and governance matters. The composition of the Audit Committee as on March 31, 2025 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 effect from February 06, 2024 & post his resignation on March 31,2025, is not a member of the Committee.

During the year under review, the audit committee met 4 (Four) times on May 29, 2024, September 6,2024, November 12,2024, January 23,2025.

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, 2025 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 effect from February 06, 2024 & post his resignation on March 31,2025, is not a member of the Committee.

During the year under review, the Nomination and Remuneration Committee met 1 (one) time on January 30,2025.

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 defined criteria for identifying, screening, recruiting and recommending candidates for election as a

Director on the Board To operate effectively and efficiently, the Board has identified 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, 2025 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 effect from February 06, 2024, post his resignation on March 31,2025, is not a member of the Committee.

During FY 2024-25, queries/complaints were received by the Company from members/investors, which have been redressed / resolved to date, satisfactorily as shown below: Details of investor queries/complaints/request received and attended during FY 2024-25:

Name	Received	Resolved	Pending
Number of complaints received	1	1	0
Number of complaints auto assigned to entity	0	0	0
Number of complaints pending with complainant	0	0	0
awaiting first level review
Number of complaints escalated to Designated Body	0	0	0
for first level review
Number of complaints pending with complainant	0	0	0
awaiting second level review
Number of complaints escalated to SEBI for second	0	0	0
level review

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times on May 29, 2024 and November 12, 2024.

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

18. DEMATERIALISATION OF SHARES

The breakup of the Equity Shares held in dematerialized and physical form as on March 31, 2025 is as follows:

Mode	Shares	% of Capital
Shares in Demat mode with NSDL	7820708	32.6
Shares in Demat mode with CDSL	16020553	66.78
Shares in Physical mode	147339	0.61
Total	23988600	100.00

19. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01, 2024 to March 31, 2025, the Company has complied with the Secretarial Standard ?€“ 1 and Secretarial Standard ?€“ 2 issued by the Institute of Company Secretaries of India.

20. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provision of Section 135 was applicable on the Company. As on the financial year ended on 31 st March, 2024, the net profit of the company exceeded Rs. 5 Crores. Further, as per Section 135(5), the company has spent an amount of Rs. 9.09 Lacs, that is 2% of average net profit of preceding three years towards the CSR Funds. CSR Report as per Form CSR-2 for Financial year 2024-25 is enclosed as Annexure-B .

Further, as per Section 135(9), where the amount to be spent by company does not exceeds Rs. 50 Lacs, the constitution of CSR Committee is not applicable and the function of such committee can be discharged by the Board of Directors.

21. 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 ?€“ C .

22. 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, confirm 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 affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the company for that period;

c) They had taken proper and sufficient 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; 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 effectively.

23. 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.

The assessments of Non-Independent Directors are performed by the Independent Directors during a distinct meeting held annually.

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

25. 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 ?€“ D which is enclosed to this report.

26. 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 defined framework.

27. 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, 2025 is available on the website of the Company at www.droneacharya.com

28. 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.

Number of complaints of Sexual	-	-
Harassment received in the Year
Number of Complaints disposed	-	-
off during the year
Number of cases pending for	-	-
more than ninety days

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 effectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.

30. 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 affairs of the Company, forms part of this Annual Report.

31. 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 financial 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

32. 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.

33. 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 five years at the Annual General Meeting held on September 30, 2022 till the conclusion of Annual General Meeting for the financial 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 financial year 2024-25.

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 financial year 2024-25.

34. STATUTORY AUDITORS REPORT

The Auditors Report for the FY 2024-25 on the standalone as well consolidated financial 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 qualification, reservation or adverse remark.

The Auditors report has emphasized on the matter which is beyond the period under review, the company has received a notice from the Securities and Exchange Board of India (SEBI) which is presently under review and at an enquiry stage. The Company has submitted its response including necessary clarification, explanations and document(s) as sought by the SEBI. As on date, the matter remains under examination and the company awaits for the final order to be passed by the SEBI.

35. SECRETARIAL AUDITORS REPORT

The Board of Directors has reviewed the observations made by the Secretarial Auditor in the Secretarial Audit Report for the financial year under review. The specific comments of the Board on each of the observations made by the Secretarial Auditor are provided below:

1. Statement of Deviation ?€“ XBRL Filing

The Board has taken note of the delay in filing the Statement of Deviation in XBRL format for the quarter ended September 2024, as observed by the Secretarial Auditor. The delay was unintentional and inadvertent. The Company has since completed the filing and ensured compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Prohibition of Insider Trading (PIT) Policy

The Board notes that the Companys PIT Policy was not available on the website during the audit period. The omission was unintentional and has been rectified. The policy has been duly uploaded on the Companys website and is now available in the investor section.

3. Corporate Social Responsibility (CSR) Policy

The Board acknowledges the observation regarding non-availability of the CSR Policy on the Companys website during the period under review. The same has been uploaded on the website as per the requirements of Section 135 of the Companies Act, 2013.

4. Filing of FC-GPR

The Board notes that the Form FC-GPR for foreign investment received during FY 2022?€“23 was returned by the Reserve Bank of India (RBI) for clarification and has not yet been resubmitted. The management is actively coordinating with the Authorised Dealer (AD) Bank and relevant authorities to resolve the issue and complete the filing at the earliest. The Board assures that due care will be taken to ensure complete compliance with all FEMA and RBI reporting requirements going forward.

The Board has taken note of the Show Cause Notice (SCN) received from SEBI. The Company has duly filed its replies to the Show Cause Notice within the prescribed timeline. The matter is presently under consideration by SEBI. The Board is closely monitoring the development and will take appropriate action based on the outcome of the proceedings.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNAL

During the year there were no significant 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 firm 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.

37. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016, therefore there are no details of application or proceedings pending to disclose under the Insolvency and Bankruptcy Code, 2016.

38. 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

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable

39. 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

	For DroneAcharya Aerial Innovations Limited
Place: Pune
Date: 29/10/2025
	Sd/-	Sd/-
	Prateek Srivastava	Nikita Srivastava
	Managing Director	Director and CFO
	DIN: 07709137	DIN: 08082593