2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS

On a standalone basis: -

The Revenue from Operations for the Financial Year
2024-25 is ' 17125.40 lakhs against the previous year's
revenue of ' 11988.92 lakhs. The total expenses of
the Company during the Financial Year 2024-25 is '
16810.93 lakhs against the previous year's expenses of '
11,310.53 lakhs. The Company has earned net profit of '
121.56 lakhs against the previous year's Profit of ' 603.01
Lakhs.

On a consolidated basis: -

The Revenue from Operations for the Financial Year
2024-25 is ' 18213.55 lakhs against the previous
year's revenue of ' 14,237 lakhs. The total expenses
of the Company during the Financial Year 2024-25 is
' 17906.74 lakhs against the previous year's expenses
of ' 13,078.76 lakhs. The Company has earned net profit
of ' 115.87 lakhs against the previous year's Profit of
' 114745 Lakhs.

3. DIVIDEND

With a view to meet future requirements of projects and
to strengthen the financial position of the Company,
your directors have decided not to recommend any
dividend for the period under review.

4. RESERVES

During the year under review, your Directors has
decided to retain the entire amount of profit for financial
year 2024-25 in the statement of profit and loss and do
not proposed to transfer any amount to Reserves.

5. DEPOSITS

During the year under review, the Company has neither
accepted nor renewed any deposits falling within the
purview of Section 73 of the Companies Act, 2013
("the Act") read with the Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to time,
and therefore details mentioned in Rule 8(5) (v) & (vi) of
Companies (Accounts) Rules, 2014 relating to deposits,
covered under Chapter V of the Act is not required to
be given.

6. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025,
in the Form MGT-7 in accordance with Section 92(3)
and 134(3)(a9) of the Act as amended from time to time
and the Companies (Management and Administration)
Rules, 2014 is available on the weblink of the Company
at Financial Information | Aelea Commodities Limited

7. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company has a professional Board with Executive
Directors & Non-Executive Directors who bring the
right mix of knowledge, skills, and expertise and help
the Company in implementing the best Corporate
Governance practices.

Mr. Firoz Hathiyari, Director of the Company will retire
by rotation at the ensuing 7^th Annual General Meeting
and being eligible offered him/ themselves for re¬
appointment as per Section 152 of the Companies Act,
2013

The details of Board of Directors and Key Managerial
Personnel of the Company as on date:

During the year under review, based on the
recommendation of the Nomination and Remuneration
Committee ("NRC") and in accordance with the
provisions of the Companies Act, the Board of Directors
appointed Mr. Satyanarayan Patro (DIN: 10759982) as
an Additional Director of the Company with effect from
28th August 2024. Subsequently, he was regularized
and appointed as a Whole-Time Director by the
members at the last Annual General Meeting held on
21^st September, 2024.

Ms. Rekha Kamal Rathi resigned from her position
as a company secretary & compliance officer of the
company from 31^st March, 2025 and she was relieved
from her duties from 31^st March, 2025.

After closure of financial year 2024-25, Ms. Devyani Fenil
Vanapariya was appointed as a company secretary &
compliance officer of the company with effect from 1^st
April, 2025 by Board of Directors of the company.

8. DECLARATION FROM INDEPENDENT DIRECTORS
AND THEIR FAMILIARISATION PROGRAM

The Company has received necessary declaration from
each Independent Directors under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria
of independence as laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25(8) and 16 (1)
(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board relies on
their declaration of independence.

Pursuant to the provisions of Regulation 25(7) of
the SEBI Listing Regulations 2015, the Company
has formulated a Familiarisation Programme for
Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the
industry in which the Company operates, business
model of the Company etc. through various initiatives.
The details of the aforementioned program is available
on the website of your Company and link for the same
is given in Annexure-D of this report.

In the opinion of the Board, the Independent Directors of
the Company possess the integrity, requisite experience
and expertise, relevant for the industry in which the
Company operates. Further, all the Independent
Directors of the Company have successfully registered
with the Independent Director's Databank of the Indian
Institute of Corporate Affairs. The online proficiency
self- assessment test conducted by the said institute
has passed by all the Independent Directors of the
Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act,
2013, the Directors confirm that:

a. In the preparation of the annual accounts for
the year ended March 31, 2025 the applicable
accounting standards had been followed along
with proper explanation relating to material
departures;

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 at the end of the
financial year and of the profit of the Company for
that year;

c. The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. The Directors have prepared the annual accounts
on a 'going concern' basis; and

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

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.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE ACT

There were no loans, guarantees or investments made
by your Company under the provisions of Section 186
of the Companies Act, 2013 during the period under
review.

11. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 10 (Ten) Board Meetings
were held by the Company. All the board meetings have
been held within the prescribed time gap of 120 days as
per the provisions of the Section 173 of the Companies
Act, 2013. The Agenda for the Board, General as well
as Committee Meetings together with the appropriate
supporting documents and relevant information were
circulated in advance of the meetings to enable the
Board to take the informed decisions.

The necessary quorum was present in all the meetings.
Leave of absence was granted to concern Directors
upon receipt of the request who could not attend the
respective Board Meeting. Below given table is showing
the number of meetings held during the year under
review:

12. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the
Company during the year under review.

13. DETAILS OF SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANY

The Company has a wholly owned Subsidiary
Company, i.e., Supreme Commodities DMCC which was
incorporated on October 24, 2019, having registered office
at Dubai. The Subsidiary Company is primarily engaged
in the trading of food items and related commodities.
During the year under review, the Company does not
have any Joint Venture & Associate Company.

Pursuant to Section 129(3) of the Companies Act,
2013 ("the Act") read with Rule 5(1) of the Companies
(Accounts) Rules, 2014, the statement containing

the salient feature of the financial statement of a
Company's subsidiary is given as "Annexure - A" in the
Form AOC-1.

Pursuant to Listing Regulations, the Company has
formulated a policy for determining its 'material
subsidiaries' and the same can be accessed on the
Company's website at www.aeleacommodities.com

Highlights of the performance of the Subsidiary: -

The Revenue from Operations of the Supreme
Commodities DMCC (WOS) for the Financial Year
2024-25 is ' 1753.98 lakhs against the previous year's
revenue of ' 1774.58 lakhs. The total expenses is '62.64
lakhs against the previous year's expenses of ' 90.43
lakhs. The Company has earned net profit of ' 38.44
lakhs against the previous year's Profit of ' 501.01 Lakhs.

14. SHARE CAPITAL

The Company has an Authorized Capital of '
21,00,00,000/- divided into 2,10,00,000 Equity Shares of
'10 each. The Company has Issued, Subscribed and
Paid-up Capital of ' 2,03,68,800 Equity Shares of face
value of ' 10 each.

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

During the year, the Board reviewed the status of a
long-standing trade receivable amounting to '200.00
lakh, which has been under legal proceedings. While
the court has ruled in the Company's favor, the actual
realization of the dues has remained pending for a
prolonged period. In view of the significant delay in
recovery and guided by the principles of conservative
accounting, the Board, as a matter of financial prudence,
has considered this amount as not presently recoverable
and accordingly reflected the same under exceptional
items in the financial statements for the year.

This decision does not affect and any future recovery
which in future will be duly accounted for as income. The

Board assures that this does not impact the operational
strength or liquidity of the Company.

16. PARTICULARS OF EMPLOYEES

The information containing the names and other
particulars of ratio of Directors' Remuneration to Median
Employees' Remuneration in accordance with the
provisions of Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
attached to this report as Annexure - B.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is attached to this report as
Annexure -C.

17. STATUTORY AUDITORS

M/s. DOSHI DOSHI & Co (Firm's Registration No.
153683W), Chartered Accountants, Ahmedabad were
appointed as the Statutory Auditor of the company in

6^th Annual General Meeting for a term of 5 (five) years
upto the conclusion of the 11th AGM of the company to
be held in the year 2029.

The Auditors' Report does not contain any qualification
or adverse remark. Notes to Accounts and Auditors'
remarks in their report are self-explanatory and do
not call for any further comments. The Auditors has
not reported any matter of an offence of fraud to the
Company required to be disclosed under Section
143(12) of the Companies Act, 2013.

18. AUDITOR'S REPORT AND BOARD'S COMMENTS
THEREON

The Statutory Auditors of the Company have submitted
the Audit Report for the financial year 2024-25. The
Auditor's report does not contain any qualification,
reservation or adverse remarks. The notes on financial
statement referred to in the Auditor's report are self¬
explanatory and do not call for any comments.

19. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the
Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act,

2013. The significant accounting policies which are
consistently applied are set out in the Notes to the
Financial Statements.

20. INTERNAL AUDITOR AND REPORT

During the year under review Board of Directors of
the company appointed M/s. A D A J & Associates
LLP, Chartered Accountant (FRN - W100837) as an
internal auditor of the company and has conducted
periodic audit of all operations of the Company. The
Audit Committee has reviewed the findings of Internal
Auditors regularly.

21. SECRETARIAL AUDITOR, SECREATARIAL AUDIT
REPORT AND MANAGEMENT REPRESENTATION
ON QUALIFICATION, RESERVATION OR ADVERSE
REMARKS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014, Board of Directors of the company appointed M/S.
Vikas R. Chomal & Associates, Practicing Company
Secretaries, Thane (COP No. 12133) as a secretarial
auditor to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial
Audit Report for the F.Y 2024-25 in form MR-3 is

attached to this report as Annexure-E. The report does
not contain any qualifications, reservations or adverse
remarks.

Further pursuant to recent amendments in Regulation
24A of SEBI (LODR), 2015, the appointment of
Secretarial Auditor of the Company is required to be
approved by the members of the Company. The Board
of Directors at Board Meeting held on 29.05.2025, has
recommended appointment of Mr. Manish R. Patel,
Practicing Company Secretary, Surat (COP No. 9360)
subject to the consent of the members in this Annual
General Meeting as Secretarial Auditor of the company
for a period of 5(five) consecutive years i.e. from the FY
2025-26 to F.Y. 2029-30, to undertake secretarial audit.

22. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to 'Meetings of the Board
of Directors' and 'General Meetings,' respectively, have
been duly followed by the Company.

23. DISPATCH OF ANNUAL REPORT THROUGH
ELECTRONIC MODE

In compliance with various MCA Circulars and SEBI
Circulars, the notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic
mode to those members whose email addresses
are registered with the Company/RTA/Depositories.
Members may note that the Notice and Annual Report
2024-25 will also be available on the Company's
website at www.aeleacommodities.co.in, websites of the
Stock Exchange, i.e., BSE Limited at www.bseindia.com
and on the website of NSDL (agency for providing the
Remote e-Voting facility) i.e. www.evoting.nsdl.com

24. CORPORATE GOVERNANCE

Since the Company's securities are listed on SME
Platform of BSE, 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.

25. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted the Corporate Social
Responsibility (CSR) Committee, originally on April
14, 2021, and re-constituted on March 19, 2024, in
accordance with the provisions of Section 135 of the

Companies Act, 2013. The CSR Committee comprises
Mr. Kanabar Nikunj Mahendrabhai, Mrs. Vaishali Dipen
Tarsariya, and Mr. Hozefa Shabbir Husain Jawadwala,
who possess strong knowledge and expertise in
effectively utilising the Company's resources for CSR
initiatives. The CSR policy is available on the website
of your Company and the link for the same is given in
Annexure-D of this report.

In compliance with Section 135 of the Companies Act,
2013, and the CSR Rules, the Company is required to
spend at least 2% of its average net profits over the
last three years, as its net profit for the year exceeds
' 5 crores.

For the financial year 2024-25, the Company has spent
' 33.20 Lakhs on CSR activities, focusing on areas such
as education, rural development, support for health and
wellness etc. The detailed CSR report is attached as
Annexure - F.

For the financial year 2025-26, the Company's net
profit and other criteria did not meet the threshold
required under Section 135 of the Companies Act, 2013.
As a result, CSR provisions are not applicable to the
Company for this period.

28. LISTING FEES

The Equity Shares of the Company are listed on SME
Platform of BSE Limited and The Company has paid the
applicable listing fees to the Stock Exchange till date.

29. DEMATERIALISATION OF EQUITY SHARES

All the Equity Shares of the Company are in
dematerialised form with the NSDL depository. The ISIN
No. allotted is INE0T3401029.

26. DETAILS ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO

The details of conservation of energy and technology
absorption are applicable to the company as the
company is engaged in the manufacturing activities.
Further the foreign earnings and outgo for the financial
year ended March 31, 2025 in accordance with the
provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts)
Rules 2014, is provided in a separate Annexure- G
forming part of this report.

27. USE OF PROCEEDS

During the year, your Company raised funds of ' 51.00
Crores through Initial Public Offering (IPO) and listed its
Equity Shares on 22^nd July, 2024 on SME Platform of the
BSE Limited.

The Company has submitted the details of utilization
of proceeds from IPO to the Stock Exchange i.e. BSE
Limited (BSE) as per requirement of Regulation 32 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 on 29th May, 2025, there was no
deviation or variation in the utilisation of proceeds of

30. REGISTRAR AND TRANSFER AGENT (RTA)

Share transfer and all other Investor's / Shareholder's
related activities are attended and processed by our
Registrar and Transfer Agent. For lodgment of transfer
deeds and any other documents, investors may contact
Maashitla Securities Private Limited at 451, Krishna
Apra Business Square Netaji Subhash Place, Pitampura,
North West, New Delhi, Delhi, India, 110034.

However, shareholders holding shares in the electronic
mode should address all correspondence to their
respective Depository Participants.

31. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management's Discussion and Analysis Report
provides a perspective of economic and social aspects
material to your Company's strategy and its ability
to create and sustain value to your Company's key
stakeholders. Pursuant to the provisions of Regulation
34 read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management's
Discussion and Analysis Report capturing your
Company's performance, industry trends and other
material changes with respect to your Company is
attached to this report as Annexure - H

Management Discussion & Analysis report for the year
under review as stipulated under Regulation 34(2)(e)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is enclosed as Annexure-H forming part of this
Report.

32. COST AUDIT APPLICABILITY

Maintenance of cost records under sub-section (1)
of section 148 of the Companies Act, 2013 are not
applicable to the Company.

33. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the year under
review:

(a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

34. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal
Audit function is well defined in the organization. The
Internal Audit Department monitors and evaluates the

efficacy and adequacy of Internal Control Systems in
the Company, its compliance with operating systems,
accounting procedures and policies at all locations of
the Company. Based on the report of Internal Audit
function, process owners undertake corrective action
in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective
actions suggested are presented to the Audit Committee
of the Board.

35. FORMAL ANNUAL EVALUATION

Pursuant to the provision of the Companies Act, 2013
and Rules made thereunder, the Board has carried
the evaluation its own performance, performance of
individual directors, Board Committees, including the
Chairman of the Board on the basis of attendance,
contribution and various 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 obligation etc. were carried out.
The Directors expressed their satisfaction with the
evaluation process and outcome.

36. RELATED PARTY TRANSACTION

Related party transactions that are entered during the
financial year were in the ordinary course of Business
and on an arm's length basis. During the year, your
Company has not entered into any significant material
related party transactions. Accordingly, the disclosure
of related party transactions as required under Section
134(3)(h) of the Companies Act,2013 in Form AOC-2 is
not applicable. Suitable disclosure as required under
Accounting Standards has been given in Note-29 of the
Standalone Financial Statement.

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using
the link given in Annexure-D of this report.

37. INSURANCE

All the properties and insurable interests of the Company
to the extent required adequately insured.

38. VALUATION:

During the year, there were no instances of Onetime
Settlement with any Banks or Financial Institutions.

39. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONGWITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made or
any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

40. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy")
which is available on the website of your Company and
link for the same is given in Annexure-D of this report.

41. DISCLOSURE UNDER SEXUAL HARASSEMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESAL) ACT, 2013

There was no case filed during the year under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Company
has constituted the Internal Complaints Committee.
Further, the Company ensures that there is a healthy
and safe atmosphere for every women employee at the
workplace and made the necessary policies for safe and
secure environment for women employee. The policy for
the same is available on the website of your Company
and link for the same is given in Annexure-D of this
report.

During the year under review, No complaints pertaining
to sexual harassment at work place has been received
by the Company.

The following is the status of complaints received and
resolved during the financial year:

Number of complaints received: NIL

Number of complaints disposed off: NIL

Number of complaints pending beyond 90 days: NIL

The above reflects the Company's commitment to
timely and effective redressal of complaints.

42. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable

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

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

43. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity,
and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on the March 31,
2025.

Male Employees: 65
Female Employees: 5
Transgender Employees: NIL

This disclosure reinforces the Company's efforts to
promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

44. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy, which
periodically assess the threats and opportunities that will
impact the objectives set for the Company as a whole.
The Policy is designed to provide the categorization of
risk into threat and its cause, impact, treatment and
control measures. As part of the Risk Management
Policy, the relevant parameters for protection of the
environment, safety of operations and health of people
at work are monitored regularly.

45. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company's Policy requires conduct of operations
in such a manner, so as to ensure the safety of all
concerned, compliances of environmental regulations
and preservation of natural resources.

46. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted a Vigil Mechanism Policy,
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against
victimization of employees who avail the mechanism
and also provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit
Committee. The said policy is uploaded on the website
of your Company and link for the same is given in
Annexure-D of this report.

47. BOARD POLICIES

The details of various policies approved and adopted by
the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure-D to this report.

48. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed
by any Regulators or Courts or Tribunals, impacting the
going concern status of the Company and its future
operations.

49. HUMAN RESOURCES

The Company treats its "Human Resources" as one
of its most important assets. The Company's culture
promotes an environment that is transparent, flexible,
fulfilling and purposeful. The Company is driven by
a passionate and highly engaged workforce. This is
evident from the fact that the Company continues to
remain the industry benchmark for talent retention.

Your Company continuously invests in attraction,
retention and development of talent on an ongoing
basis. A number of programs that provide focused
people attention are currently underway. The Company
thrust is on the promotion of talent internally through
job rotation and job enlargement.

During the year under review, there was a cordial
relationship with all the employees. The Directors would
like to acknowledge and appreciate the contribution of
all employees towards the performance of the Company.

50. REPORTING OF FRAUDS:

There was no instance of fraud during the year under
review, which required the Statutory Auditors or
Secretarial Auditors to report to the Audit Committee,
Board and/ or Central Government under Section
143(12) of the Companies Act, 2013 and Rules framed
there under.

51. INVESTORS EDUCATION AND PROTECTION FUND:

During the year, there was no unclaimed and unpaid
dividend and corresponding equity shares on which
dividends were unclaimed/unpaid for seven consecutive
years which was required to be transferred as per the
requirement of the IEPF Rules.

52. COMMITTEES OF THE BOARD

Our Board of Directors presently has four (4) committees
which have been constituted/ re-constituted in
accordance with the relevant provisions of the
Companies Act:

(i) Audit Committee,

(ii) Stakeholders' Relationship Committee,

(iii) Nomination and Remuneration Committee, and

(iv) Corporate Social Responsibility.

? Audit Committee

Your Board has constituted the Audit Committee
vide Board Resolution dated March 19, 2024
Which was in accordance with Section 177 of the
Companies Act, 2013.

The Company Secretary & Compliance Officer
of the Company will act as the Secretary of the
Committee.

A. Powers of Audit Committee

The Audit Committee shall have the following
powers:

• To investigate any activity within its
terms of reference;

• To seek information from any employee;

• To obtain outside legal or other
professional advice; and

• To secure attendance of outsiders
with relevant expertise, if it considers
necessary.

B. Role of the Audit Committee

The role of the audit committee shall include

the following:

1. Oversight of the company's financial
reporting process and the disclosure of
its financial information to ensure that
the financial statements are correct,
sufficient and credible;

2. Recommendation for appointment,
remuneration and terms of appointment
of auditors of the company;

3. Approval of payment to statutory
auditors for any other services rendered
by the statutory auditors;

4. Reviewing, with the management, the
annual financial statements and auditor's
report there on before submission to
the Board for approval, with particular
reference to:

5. Matters required to be included in the
Director's Responsibility Statement to be
included in the Board's report in terms of
clause (c) of sub-section 3 of section 134
of the Companies Act, 2013;

6. Changes, if any, in accounting policies
and practices and reasons for the same;

7. Major accounting entries involving
estimates based on the exercise of
judgment by management;

8. Significant adjustments made in the
financial statements arising out of audit
findings;

9. Compliance with listing and other
legal requirements relating to financial
statements;

10. Disclosure of any related party
transactions; and qualifications in the
draft audit report.

11. Reviewing, with the management, the
quarterly financial statements before
submission to the Board for approval;

12. Reviewing, with the management, the
statement of uses / application of funds
raised through an issue (public issue,
rights issue, preferential issue, etc.), the
statement of funds utilized for purposes
other than those stated in the offer
document / prospectus / notice and
the report submitted by the monitoring
agency monitoring the utilization of
proceeds of a public or right issue, and
making appropriate recommendations to
the Board to take up steps in this matter;

13. Monitoring the end use of funds raised
through public offers and related
matters;

14. Reviewing and monitoring the auditor's
independence and performance, and
effectiveness of audit process;

15. Approval of any subsequent modification
of transactions of the company with
related parties; Explanation: The term
"related party transactions" shall have
the same meaning as provided in Clause
(zc) of the SEBI Listing Regulations and/
or the Accounting Standards.

16. Scrutiny of inter-corporate loans and
investments;

17. Valuation of undertakings or assets of
the company, wherever it is necessary;

18. Evaluation of internal financial controls
and risk management systems;

19. Reviewing, with the management,
performance of statutory and internal
auditors, adequacy of the internal control
systems;

20. Reviewing the adequacy of internal audit
function, if any, including the structure

of the internal audit department, staffing
and seniority of the official heading
the department, reporting structure
coverage and frequency of internal
audit;

21. Discussion with internal auditors of any
significant findings and follow up there
on;

22. Reviewing the findings of any internal
investigations by the internal auditors
into matters where there is suspected
fraud or irregularity or a failure of internal
control systems of a material nature and
reporting the matter to the Board;

23. Discussion with statutory auditors before
the audit commences, about the nature
and scope of audit as well as post audit
discussion to ascertain any area of
concern;

24. Looking into the reasons for substantial
defaults in the payment to depositors,
debenture holders, shareholders (in case
of non-payment of declared dividends)
and creditors;

25. Reviewing the functioning of the whistle
blower mechanism;

26. Approval of appointment of CFO (i.e.,
Whole-time Finance Director or any
other person heading the finance
function or discharging that function)
after assessing the qualifications,
experience and background, etc. of the
candidate;

27 Carrying out any other function as is
mentioned in the terms of reference of
the Audit Committee; and

28. Reviewing the utilization of loans and/
or advances from/investments by the
holding company in the subsidiary
exceeding rupees hundred crores or
100% of the asset size of the subsidiary
whichever is lower including existing
loans / advances/ investments, as may
be applicable.

29. Consider and comment on rationale,
cost-benefits and impact of schemes
involving merger, demerger,
amalgamation etc., on the listed entity
and its shareholders.

Further, the Audit Committee shall mandatorily
review the following information

• Management discussion and analysis of
financial condition and results of operations;

• Statement of significant related party
transactions (as defined by the audit
committee), submitted management;

• Management letters / letters of internal
control weaknesses issued by the statutory
auditors;

• Internal audit reports relating to internal
control weaknesses; and

• Appointment, removal and terms of
remuneration of the chief internal auditor shall
be subject to review by the audit committee.
statement of deviations:

a. Quarterly statement of deviation(s)
including report of monitoring agency,
if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1)
of the SEBI Listing Regulations.

b. Annual statement of funds utilized for
purposes other than those stated in
the offer document/prospectus/notice
in terms of Regulation 32(7) the SEBI
Listing Regulations.

The recommendations of the Audit Committee
on any matter relating to financial management,
including the audit report, are binding on the
Board. If the Board is not in agreement with the
recommendations of the Committee, reasons for
disagreement shall have to be incorporated in
the minutes of the Board Meeting and the same
has to be communicated to the shareholders. The
Chairman of the committee has to attend the
Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

? Stakeholders' Relationship Committee.

Your Board has constituted the Stakeholders'
Relationship Committee vide Board Resolution
dated March 19, 2024 pursuant to Section 178 of
the Companies Act, 2013.

The Company Secretary of the Company will act
as the Secretary of the Committee.

The scope and function of the Stakeholders'
Relationship Committee is in accordance with
Section 178 of the Companies Act, 2013 and
the SEBI Listing Regulations and the terms of
reference, powers and scope of the Stakeholders'
Relationship Committee of our Company include:

• Resolving the grievances of the security
holders of the Company including complaints
related to transfer/transmission of shares,
non-receipts of annual reports, non-receipt
of declared dividends, issue of new/duplicate
certificates, general meetings, etc.;

• Review of measures taken for effective
exercise of voting rights by shareholders;

• Review of adherence to the service standards
adopted by the listed entity in respect of

The composition of the Committee and attendance of the members at the meetings held during the financial year
2024-25 are as follows:

The quorum for Nomination and Remuneration committee meeting shall either be two members or one third of th
members of the committee, whichever is greater.

? Nomination and Remuneration Committee

Your Board has constituted the Nomination and
Remuneration Committee vide Board Resolution
dated March 19, 2024 pursuant to section 178 of
the Companies Act, 2013.

The Company Secretary & Compliance Officer
of the Company will act as the Secretary of the
Committee.

The scope and function of the Nomination and
Remuneration Committee is in accordance
with Section 178 of the Companies Act. 2013
and SEBI Listing Regulations and the terms of
reference, powers and role of our Nomination and
Remuneration Committee are as follows:

1. Formulate Policies: Establish criteria for
determining qualifications, attributes, and
independence of directors. Recommend
policies related to remuneration for directors,
key managerial personnel, and employees.

2. Independent Director Appointments:

Evaluate the Board's balance of skills,
knowledge, and experience before
recommending independent director
appointments. The Committee may
use external agencies, consider diverse
backgrounds, and assess candidate
availability.

3. Performance Evaluation: Create criteria for
evaluating the performance of independent
directors and the Board as a whole.

4. Board Diversity: Devise a policy for ensuring
diversity in the Board of Directors.

5. Identification & Recommendation of
Appointments: Identify and recommend
suitable candidates for director and senior
management positions based on established
criteria, including their appointment and
removal.

6. Independent Director Term Extensions:

Based on performance evaluation,
recommend whether to extend or continue
an independent director's term.

7. Remuneration Recommendations: Advise
the Board on all forms of remuneration
payable to senior management.

8. Compliance Assurance: Establish systems
to prevent legal violations by employees,
ensuring compliance with relevant laws such
as SEBI's Insider Trading Regulations and
Fraudulent Trade Practices Regulations.

9. Independent Director Performance Review:

Evaluate and recommend whether to extend
the term of independent directors based on
performance evaluations.

10. Other Delegated Activities: Perform
additional tasks as delegated by the Board or
as required by law.

Meeting of Nomination and Remuneration

Committee and Relevant Quorum

During the year the Stakeholders' Relationship

committee met two times. Dates of meeting are

15.06.2024 & 31.03.2025.

53. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through
differences in perspective and skill, and also fosters
differentiated thought process at the back of varied
industrial and management expertise, gender and
knowledge. The board recognizes the importance of
diverse composition and has adopted a Board Diversity
Policy which sets out the approach to diversity. The
Board Diversity Policy is available on the Company's
website at the web link Code Of Conducts Ethics
Policies | Aelea Commodities Limited

54. CREDIT RATING:

The Company's credit rating from CRISIL stands at
CRISIL BBB/Negative (Long-Term) and CRISIL A3
(Short-Term) for bank facilities of '95 crore, reflecting
prudent financial management and ongoing operational
stability.

55. GENERAL SHAREHOLDER'S INFORMATION

Annual general Meeting: 7th Annual General Meeting of
the Members of the Company will be held Tuesday, 16^th
September, 2025 at 2:30 PM through Video Conferencing
(VC)/Other Audio Visual Means (OAVM) in compliance
with the applicable provisions of the Companies Act,
2013 read with MCA General Circular no. 14/2020, dated
8th April, 2020, MCA General Circular no. 17/2020,
dated 13th April, 2020; MCA General Circular No.
20/2020 dated 5th May, 2020, MCA General Circular
no. 22/2020, dated 15th June,2020, MCA Circular No.
02/2021 dated 13th January, 2021, and MCA Circular No.

02/2022 dated 5th May, 2022 (hereinafter referred to as
MCA Circulars) and in compliance with the provisions
of the Companies Act, 2013 ("Act") and SEBI Circular
dated 12th May, 2020, 15th January, 2021 and 13th May,
2022(hereinafter referred to as SEBI Circulars) and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Book Closure: The Register of Members and Share
Transfer Books of the Company will remain closed from
10th September 2025, to 16^th September, 2025 (both
days inclusive).

56. ACKNOWLEDGEMENT

Your directors take this opportunity to place on record
the appreciation of the valuable contribution and
dedication shown by the employees of the Company,
RTA, Auditors and Practicing Company Secretary
which have contributed to the successful management
of the Company's affairs. The Directors also take this
opportunity to thank all the Stakeholders, Investors,
Clients, Banks, Government, Regulatory Authorities and
Stock Exchange for their continued support.