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

1. FINANCIAL RESULTS:

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

2. OPERATIONS:• STANDALONE BASIS:

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

• CONSOLIDATED BASIS:

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

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

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

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

4. SHARE CAPITAL:• Authorised Share Capital:

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

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

• Paid-up Share Capital:

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

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

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

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

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

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

5. DIVIDEND:

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

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

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

7. TRANSFER TO OTHER EQUITY:

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

8. WEBLINK FOR ANNUAL REPORT:

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

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

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

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

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

11. BOARD MEETINGS AND ATTENDANCE:

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

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

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2026 and Profit and Loss of the Company for the financial year ended on 31^st
March, 2026.

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

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

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

14. AUDITORS AND THEIR REPORTS:A. Statutory Auditor:

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

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

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

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

B. Secretarial Auditor:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

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

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

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

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

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

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

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

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

22. SECRETARIAL STANDARDS:

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

23. STATE OF COMPANY’S AFFAIRS:

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

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

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

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

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

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

• Effectiveness of the deliberations and process management.

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

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

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

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

* Knowledge

* Professional Conduct

* Comply Secretarial Standard issued by ICSI Duties

* Role and functions

b) For Executive Directors:

* Performance as leader

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set investment goal

* Professional conduct and integrity

* Sharing of information with Board

* Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

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

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

B. BUSINESS CONDUCT POLICY

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

26. PARTICULARS OF EMPLOYEES:

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

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

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

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

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

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

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

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

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

29. DECLARATION BY INDEPENDENT DIRECTORS:

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

30. CORPORATE GOVERNANCE:

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

31. DEPOSITS:

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

32. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

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

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

34. DISCLOSURES:a) Audit Committee:

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

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

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

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

b) Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as

detailed below, were held on 12^th June, 2025, 8^th August, 2025, 9^th October, 2025 and 16^th December, 2025.

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

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

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

c) Composition of Stakeholders’ Relationship Committee:

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

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

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

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

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

d) Composition of the Corporate Social Responsibility Committee:

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

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

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

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

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

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

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

36. INDUSTRIAL RELATIONS:

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

37. MAINTENANCE OF COST RECORDS:

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

38. DEMATERIALISATION OF EQUITY SHARES:

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

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

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

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

39. COMPLIANCE ON MATERNITY BENEFITS ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

40. INSOLVENCY AND BANKRUPTCY CODE:

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

41. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

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

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

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

43. ACKNOWLEDGEMENTS:

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

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

Registered Office: By the Order of the Board

Building No. GB-200B, Green Base Industrial For, Artificial Electronics Intelligent Material Limited

& logistics park, Thriveni Nagar, Vadakapattu (Formerly Datasoft Application Software (India) Limited)

Village, Chengalpattu District, Tamil Nadu,

India - 603204

SD/- SD/-

Eswara Rao Nandam Uma Nandam

Place: Vadakapattu, Tamil Nadu Director Whole-time Director

Date: 13^th August, 2026 DIN: 02220039 DIN: 02220048

Your Directors present the 33^rd Annual Report on the Business and Operations of the Company along with the
Audited Statement of Accounts for the Financial Year ended on 31^st March 2025.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is given below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 2682.29 Lakhs compared to the total revenue of Rs. 244.62
Lakhs of Previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25
of Rs. 370.99 Lakhs as compared to profit before tax of Rs. 23.95 Lakhs of previous Financial Year. Net Profit
for the Financial Year 2024-25 is Rs. 283.01 Lakhs as against Net profit of Rs. 17.31 Lakhs of previous
Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period. During the first quarter of the year Company business activities
was software development, later on after its object was changed Company has done job work in Sapphire
Ingots and Wafers, Silicon Carbide Ingots and wafers and Silicon Ingot and Wafers. The Company has
identified certain land in Tamil Nadu, where it will start manufacturing operations for semiconductors parts.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, Company has changed its business activities from software development
to doing job work for semiconductor parts.

4. SHARE CAPITAL:

Authorised Share Capital:

The Company has increased it Authorised capital from ? 15,00,00,000 (Rupees Fifteen Crore only) divided
into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ? 10/- each to ? 100,00,00,000 (Rupees One
Hundred Crores only) divided into 10,00,00,000 (Ten Crores Only) equity shares of face value of ? 10/-
(Rupees Ten Only) each of the Company and consequent alteration of Memorandum of Association of the
Company which was approved in 32^nd Annual General Meeting held on September 20, 2024.

Paid up Share Capital:

During the year under review, there has been change in the paid-up Share Capital of the Company. The
Company has allotted 1,58,34,000 number of equity shares on preferential basis to promoters/ promoters’
group and Strategic Investors not forming part of the Promoter Group on preferential basis.

The Company’s paid-up equity share capital as on March 31, 2025 was Rs. 1696.58 lakhs.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend
any dividend for the Financial Year 2024-25 (Previous year - Nil).

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

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

7. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to Profit and Loss
account of the Company under Reserves and Surplus (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company’s
website www.aeim.sg.

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

There has been no material change and commitment affecting the financial performance 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. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

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

11. BOARD MEETINGS AND ATTENDANCE:

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

During the year under the review, the Board of Directors met 10 (Ten) times viz., 19^th April, 2024, 27^th May,
2024, 06^th July, 2024, 13^th August, 2024, 21^st August, 2024, 19^th October, 2024, 13^th November, 2024, 03^rd
January, 2025, 12^th February, 2025 and 10^th March 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2025 and Profit and Loss of the Company for the financial
year ended on 31^st March, 2025.

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

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

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company
does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. STATUTORY AUDITOR AND AUDITORS’ REPORT:

The Members of the Company at the 30^th AGM held on April 17, 2023, approved the appointment of M/s. D.
G. M. S. & Co, Chartered Accountants (FRN: 112187W) as the Statutory Auditors of the Company for a period
of 5 years commencing from the conclusion of the 30^th AGM, until the conclusion of the 35^th AGM of the
Company to be held in 2027.

The report issued by Statutory Auditors for financial year 2024-25 does not contain any qualifications or
adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

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

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

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

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

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

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.aeim.sg

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

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

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

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

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

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

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

21. SECRETARIAL STANDARDS:

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

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

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

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

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

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

• Effectiveness of the deliberations and process management.

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

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

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

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

* Knowledge

* Professional Conduct

* Comply Secretarial Standard issued by ICSI Duties

* Role and functions

b) For Executive Directors:

* Performance as leader

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set investment goal

* Professional conduct and integrity

* Sharing of information with Board

* Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

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

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

B. BUSINESS CONDUCT POLICY

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

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures
as required are provided in AS-18 which is forming the part of the notes to financial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Apart from the above changes, there were no other changes in the composition of the Board of Directors of
the Company during the Financial Year 2024-25.

The following change took place from the end of the financial year till the date of this report in the Key
managerial Personnel (KMP) of the Company:

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

27. DECLARATION BY INDEPENDENT DIRECTORS:

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

28. CORPORATE GOVERNANCE:

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

29. DEPOSITS:

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

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

In a separate meeting of Independent Directors i.e. held on Wednesday, 12^th February 2025 the performances
of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth
and development of the Company. The achievements of the targeted goals and the achievements of the
Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors
of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

32. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Jitendra Parmar
& Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2023GJ903900) as a Secretarial Auditor
of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure V in Form MR-
3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 / 172
dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large
Corporate for FY 2023-24.

Reply:-

We confirm that for the financial year 2023-24, the Company does not fall under the definition of a
“Large Corporate” as prescribed in the aforementioned SEBI circular. As such, the requirement to file
the annual disclosure in the prescribed format is not applicable to the Company.

33. DISCLOSURES:

a) Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, were
held on May 27, 2024, July 6, 2024, August 13, 2024, August 21, 2024, October 19, 2024, November
13, 2024, January 03, 2025 and February 12, 2025 the attendance records of the members of the
Committee are as follows:

• Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 12^th June, 2025. Hence, Committee Composition as on date
of report is stated as below:

b) Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, were held on January 03, 2025 and March 10, 2025 the attendance
records of the members of the Committee are as follows:

• Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 12^th June, 2025. Hence, Committee
Composition as on date of report is stated as below:

c) Composition of Stakeholders’ Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, were held on October 19, 2024 and the attendance records of the members of the
Committee are as follows:

• Composition of Stakeholders’ Relationship Committee as on Date of Report:

Stakeholders’ Relationship Committee was reconstituted on 12^th June, 2025. Hence, Committee
Composition as on date of report is stated as below:

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

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

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

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

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

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

35. INDUSTRIAL RELATIONS:

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

36. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance
of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e., National Securities Depository Limited (“NSDL”) and
Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the
Company is ISIN: INE072B01027. Presently shares are held in electronic and physical mode.

38. INSOLVENCY AND BANKRUPTCY CODE:

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

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

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

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

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

41. ACKNOWLEDGEMENTS:

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

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

By the Order of the Board
Artificial Electronics Intelligent Material Limited

(Formerly known as Datasoft Application Software (India) Limited)

Registered Office:

No - 42, Commercial Complex, Sd/- Sd/-

Hiranandani Parks, Senthamangalam Village, Uma Nandam Eswara Rao Nandam

Greater Chennai, Vadakkupattu, Kanchipuram, Whole Time Director Director

Chengalpattu, Tamil Nadu - 603 204 DIN: 02220048 DIN:02220039

Place: Kanchipuram, Tamil Nadu
Date: June 12, 2025

Your Directors present the 32^nd Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2023 is given below:

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 244.62 Lakhs compared to the total revenue of Rs. 0.06 Lakhs of Previous Financial Year. The Company has incurred Loss before tax for the Financial Year 202324 of Rs. 23.95 Lakhs as compared to Loss before tax of Rs. (52.12) Lakhs of previous Financial Year. Net Profit for the Financial Year 2023-24 is Rs. 17.31 Lakhs as against Net Loss of Rs. (52.12) Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24, there was no change in nature of Business of the Company.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2024 is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 1,13,18,400/- comprising of 11,31,840 Equity shares of Rs. 10/-.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

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

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

7. TRANSFER TO OTHER EQUITY:

The loss of the Company for the Financial Year ending on 31^st March, 2024 is transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website www.software13.in

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

• Change in Registered Office of the Company:

Board of Directors has approved Change in registered office of the Company in their Board Meeting held on 7^th December, 2024 from Plot No. OZ-13, Sipcot Hi-Tech SEZ, Oragadam, Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial Complex, Hiranandani Parks, Senthamangalam Village, Greater Chennai, Vadakkupattu, Kanchipuram, Chengalpattu, Tamil Nadu, India - 603 204, w.e.f. 1^st January, 2024.

• Change in Corporate Office of the Company where Books of Accounts of the Company are Kept & Maintained:

Board of Directors has approved Change in Corporate Office of the Company where books of accounts of the Company are kept and maintained in their Board Meeting held on 7^th December, 2024 from Plot No. OZ-13, Sipcot Hi-Tech SEZ, Oragadam, Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial Complex, Hiranandani Parks, Senthamangalam Village, Greater Chennai, Vadakkupattu, Kanchipuram, Chengalpattu, Tamil Nadu, India - 603 204, w.e.f. 1^st January, 2024.

10. CHANGE IN THE NAME OF THE COMPANY:

The Name of the Company is changed from Datasoft Application Software (India) Limited to Artificial Electronic Intelligent Material Limited in the Extra-Ordinary General Meeting ("EGM”) held on 11^th May, 2024.

BSE had approved Name Change of the Company to Artificial Electronic Intelligent Material Limited w.e.f. 12 th July, 2024.

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

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

12. BOARD MEETINGS AND ATTENDANCE:

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

During the year under the review, the Board of Directors met 9 (Nine) times viz., 26^th May, 2023, 29^th May, 2023, 14^th August, 2023, 6^th September, 2023, 10^th November, 2023, 11^th November, 2023, 7^th December, 2023, 14^th February, 2024 and 23^rd March, 2024.

13. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there are no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and Profit and Loss of the Company for the financial year ended on 31^st March, 2024.

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

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

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

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. COMMENT ON AUDITORS'' REPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

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

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

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

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm’s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

20. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

22. SECRETARIAL STANDARDS:

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

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

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

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

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

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

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

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

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

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

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

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

B. BUSINESS CONDUCT POLICY

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

25. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

1. Mr. Hidenobu Hitotsumatsu has resigned from the post of Independent Director of the Company w.e.f. 25th May, 2023.

2. Mr. Achal Kapoor has been appointed as Additional Independent Director, Ms. Preeti Garg has appointed as Additional Independent Director and Mr. Karuppannan Tamilselvan as Additional Non-Executive Director of the Company w.e.f. 29th May, 2023.

3. Mr. Eswara Rao Nandam has resigned from the post of Managing Director of the Company and Ms. Rapala Virtanen Tarja Hannele has resigned from the post of Independent Director of the Company w.e.f. 31st May, 2023.

4. Change in designation of Ms. Uma Nandam as Whole-time Director of the Company w.e.f. 29th September, 2023.

5. Regularization of Mr. Karuppannan Tamilselvan as Non-Executive Director, Mr. Anchal Kapoor as Independent Director and Ms. Preeti as Independent Director of the Company w.e.f. 29th September, 2024.

6. Mr. Eswara Rao Nandam has been appointed as Additional Non-Executive Director and Mr. Vishaal Nandam has been appointed as Additional Non-Executive Director of the Company w.e.f. 23rd March, 2024.

7. Regularaization of Mr. Eswara Rao Nandam as Non-Executive Director and Mr, Vishaal Nandam as Non-Executive Director of the Company w.e.f. 11th MAY, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board’s Report.

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

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Anchal Kapoor and Ms. Preeti, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

29. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

30. DEPOSITS:

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

31. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

In a separate meeting of Independent Directors i.e. held on 31^st March, 2024 the performances of Executive and Non- Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

32. STATUTORY AUDITOR:

M/s. D. G. M. S. & Co., Chartered Accountants, (FRN: 112187W), Jamnagar, were appointed as the Statutory Auditors of the Company. The Auditor’s report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditors.

33. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Darshan Kinkhabwala, Proprietor of M/s. Kinkhabwala & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure II in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

35. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, were held on 29^th May, 2023, 14^th August, 2023, 11^th November, 2023, and 14^th February, 2024 the attendance records of the members of the Committee are as follows:

1 Mr. Hidenobu Hitotsumatsu has resigned from the post of chairman of the Audit Committee w.e.f. 25th May, 2023.

2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had resigned as members of the Audit Committee w.e.f. 31st May, 2023.

3 Mr. Achal Kapoor has been appointed as chairman of the Audit Committee w.e.f. 29th May, 2023.

4 Mr. Karuppannan Tamilselvan and Ms. Preeti Garg were appointed as members of the Audit Committee w.e.f. 29th May, 2023.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, were held on 29^th May, 2023, 6^th September, 2023 and 23^rd March, 2024 the attendance records of the members of the Committee are as follows:

1Mr. Hidenobu Hitotsumatsu and Ms. Rapala Virtanen Tarja Hannele had resigned as chairman and member in the Nomination and Remuneration Committee w.e.f. 25th May, 2023 and 31st May, 2023 respectively.

2 Ms. Preeti Garg was appointed as chairman of the Nomination and Remuneration Committee w.e.f. 29th May, 2023.

3 Mr. Achal Kapoor and Mr. Karuppannan Tamilselvan had been appointed as members of the Nomination and Remuneration Committee w.e.f. 29th May, 2023.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as tabulated below, were held on 6^th September, 2023 and the attendance records of the members of the Committee are as follows:

1 Mr. Hidenobu Hitotsumatsu has resigned as chairman in the Stakeholders’ Relationship Committee w.e.f. 25th May, 2023.

2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had resigned as members of the Stakeholders’ Relationship Committee w.e.f. 31st May, 2023.

3 Ms. Preeti Garg was been appointed as chairman of the Stakeholders’ Relationship Committee w.e.f. 29th May, 2023.

4 Mr. Achal Kapoor and Mr. Karuppannan Tamilselvan were appointed as members of the Stakeholders’ Relationship Committee w.e.f. 29th May, 2023.

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

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

37. INDUSTRIAL RELATIONS:

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

38. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

39. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDL”) and Central Depository Services (India) Limited ("CDSL”) and the Demat activation number allotted to the Company is ISIN: INE072B01027. Presently shares are held in electronic and physical mode.

40. INSOLVENCY AND BANKRUPTCY CODE:

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

41. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

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

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

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

43. ACKNOWLEDGEMENTS:

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

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

Registered Office: By the Order of the Board

No - 42, Commercial Complex, Artificial Electronics Intelligent Material Limited

Hiranandani Parks, Senthamangalam (Formerly known as Datasoft Application Software (India)

Village, Greater Chennai, Vadakkupattu, Limited)

Kanchipuram, Chengalpattu, Tamil Nadu -603 204

Sd/- Sd/-

Uma Nandam Eswara Rao Nandam Place: Kanchipuram, Tamil Nadu Whole-time Director Director

Date: 21st August, 2024 DIN: 02220048 DIN: 02220039

Dear members,

The directors present their Twenty Second Annual Report, together with Audited Accounts for the year ended on 31st March, 2014. Pursuant to the clarification issued by the Ministry of Corporate Affairs (MCA) vide its General Circular No. 08/2014 dated 4th April, 2014 statement of accounts, auditors''s report, Board''s Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 1956 as the provisions of the Companies Act, 2013 has been made applicable for the financial year commencing on or after 1-4-2014.

1. FINANCIAL RESULTS

(Rs. In Lakhs) 2013-2014 2012-2013

Sales and Other Income 7.77 7.44

Profit/(Loss) before depreciation 5.69 5.22

Divisible Profit/(Loss) 5.69 5.22

Retained Profit/(Loss) 5.69 5.22

Dividend - -

Accumulated loss (560.12) (565.81)

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2014.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. The surplus funds available with the company are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which can easily be met out of the funds available with the company. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company''s net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on ''going concern'' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for strategic partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds temporarily invested in loans / deposits. Hence no disclosure under Accounting Standard - 17, "Segment Reporting" is required in these financial statements. There is no reportable geographical segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. AUDITORS'' OBSERVATIONS :

Clarifications on the auditors'' observation is as under:

Considering the fact that the Company''s net worth is positive and that the Company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on ''Going Concern'' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared "on going concern basis" and consequently no adjustments are required in the accounts.

9. PERSONNEL

In view of absence of any business there are no employees. Your company will recruit new employees as soon as it recommences the business.

10. DIRECTORS

As per the provisions of Section 152(6) of the Companies Act, 2013, 2/3rd of Non-Independent Directors will be liable to retire by rotation and out of which 1/3rd will retire by rotation this year. Accordingly, Mr. C. M. Buch retires by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013 offers himself for reappointment. He is a Chartered Accountant.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. Since all the Independent Directors are current Directors and only their terms are being extended and hence the provisions of Section 160 of the Companies Act, 2013 are not applicable.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Details of the proposal for extending the duration of the office of the independent directors namely Mr. Mahesh Kurlawala, Mr. Ravindra Malgaonkar, Mr. Ajay Nagpal and Mr. Shailesh Bendugade are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 22nd Annual General Meeting.

11. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company''s equity shares are listed at Mumbai and Ahmedabad Stock Exchanges.

13. DEMATERIALISATION OF SHARES

Approximately 88.95% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who have preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

16. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum or more during the year under review.

17. AUDITORS

M/s Kanu Doshi Associates, Chartered Accountants, auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Directors recommend the appointment of Kanu Doshi Associates, Chartered Accountants, as auditors of the Company. A suitable resolution in this behalf forms part of the Agenda for the forthcoming Annual General Meeting of the Company.

18. GENERAL DISCLOSURES

Notes forming part of the Accounts are self-explanatory. Since the Company has not been carrying out any activities provisions relating to appointment of VAT Auditors, Cost Auditors and Internal Auditors do not apply. The Company has not resorted to any Buy Back of its shares during the year under review.

19. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

BY ORDER OF THE BOARD OF DIRECTORS For DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED

Place : MUMBAI Chandan M. Parmar Date : 29-05-2014 Managing Director and Chief Executive Officer

TO, THE MEMBERS OF DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED.

The directors present their Twentieth Annual Report, together with Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

2011-2012 2010-2011

Sales and Other Income 7.06 7.04

Profit/(Loss) before depreciation 4.07 1.50

Divisible Profit/(Loss) 4.07 1.50

Retained Profit/(Loss) 4.07 1.50

Dividend - -

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2012.

3 BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets; vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The

values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds invested in loans/deposits. Hence no disclosure under Accounting Standard -.17, "Segment Reporting" is required in these financial statements. There is no reportable Geographical Segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of this Annual Report.

8. AUDITORS' OBSERVATIONS :

Clarifications on the auditors observations is as under:

Considering the fact that the Company's net worth is positive and that Company has investibie surplus after meeting its liabilities fully, the annual accounts are prepared on 'Going Concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

9. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

10. DIRECTORS

Mr. Mahesh Kurlawala retires by rotation and being eligible offers himself for reappointment. Mr. Mahesh Kurlawala, is an accountant by profession. He has been consulting on VAT and Service Tax. He has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Ajay Nagpal retires by rotation and being eligible offers himself for reappointment. Mr. Ajay Nagpal is a Chartered Accountant. He has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Ravindra Malgaonkar retires by rotation and being eligible offers himself for reappointment. He is an able administrator. He has furnished a declaration in DQA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

11 DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company's equity shares are listed at Mumbai and Ahmedabad Stock Exchanges.

13 DEMATERIALISATION OF SHARES

Approximately 88.87% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum or more during the year under review.

16. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for next year.

17. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the Board of Directors

H. J. Shah Chairman

Place : Mumbai Date : 14-08-2012

THE MEMBERS OF

DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED.

The directors present their Nineteenth Annual Report, together with Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS

(Rs. In Lakhs) 2010-2011 2009-2010

Sales and Other Income 7.04 7.19

Profit/(Loss) before depreciation 1.50 4.74

Divisible Profit/(Loss) 1.50 4.74

Retained Profit/(Loss) 1.50 4.74

Dividend

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2011.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets; vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS' RESPONSIBILITY

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds invested in loans / deposits. Hence no disclosure under According Standard - 17, "Segment Reporting" is required in these financial statements. There is no reportable Geographical Segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. AUDITORS' OBSERVATIONS :

Clarifications on the auditors observations is as under:

Considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

9. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

10. DIRECTORS

Mr. H. J. Shah retires by rotation and being eligible offers himself for reappointment. Mr. H. J. Shah, 71 has been on the board of directors of this company since its incorporation. He is an Industrialist. Mr. H. J. Shah has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. C. M. Buch retires by rotation and being eligible offers himself for reappointment. Mr. Buch, 53 has beenon the board of directors of this company since its incorporation. He is a Chartered Accountant. Mr. Buch has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Shailesh Bendugade retires by rotation and being eligible offers himself for reappointment. Mr. Shailesh Bendugade, 25 has been on the board of directors of this company since 27"'April 2010. He is an accountant by profession. Mr. Shailesh Bendugade has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

11. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company's equity shares are listed at Mumbai and Ahmedabad Stock Exchanges. The trading in the shares of the company has been resumed from 24,h December 2010.

13. DEMATERIALISATION OF SHARES

Approximately 88.77% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs 2,00,000/- per month or more or Rs 24,00,000/- per annum or more during the year under review.

16. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for next year.

17. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the Board of Directors



H. J. Shah Chairman Place Mumbai Date 18-07-2011

The directors present their Eighteenth Annual Report, together with Audited Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

2009-2010 2008-2009

Sales and Other Income 7.19 3.08

Profit/(Loss) before Depreciation 4.74 0.74

Divisible ProTit/(Loss) 4.74 0,74

Retained Profit/(Loss) 4.74 0.74

Dividend - -

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2010.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets,vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS RESPONSIBILITY

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the companys net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on going concern basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

9. DIRECTORS

Mr. Rajesh Bhuta resigned as M D& CEO of the Company from December 29, 2009. He continues as Director on Board of the Company. The Board of Directors put on record appreciation for the services rendered by him.

Mr. Chandan M. Parmar has accepted additional responsibilities of a Managing Director and CEO of the Company subject to the approval by the member he will be appointed as Managing Director and CEO with effect from 12th July 2010.

Mr. Rajesh M. Bhuta retires by rotation and being eligible offers himself for reappointment. Mr. Bhuta, 52 has been on the board of directors of this company since its incorporation and MD & CEO till 29th December 2009. He is a Chartered Accountant. Mr. Bhuta has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Shri. Ajay Nagpal, Shri. Mahesh Kurlawala, Shri. Ravindra Malgaonkar and Shri. Shailesh Bandugade were appointed under section 260 as additional Directors to hold office till the conclusion of this Annual General Body Meeting. Company has received a notice for each of them from a member under Section 257 of the Companies Act 1956 proposing their candidature, for appointment as a Director of the Company, liable to retire by rotation.

10. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

11. LISTING REQUIREMENTS

Your companys equity shares are listed at Mumbai and Ahmedabad Stock Exchanges. However as discussed elsewhere in this report the shares are suspended for trading.

12. DEMATERIALISATION OF SHARES

Approximately 88.55% of the shares issued by the company have been dematerialized.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

14. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs 2,00,000/- per month or more or Rs 24,00,000/- per annum or more during the year under review.

15. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for the next year.

16. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the

BOARD OF DIRECTORS

Place Mumbai

Date 12-07-2010 H. J. Shah

Chairman