DIRECTORS' REPORT

The Board of Directors ("the Board") is pleased to present the Forty-First (41^st) Annual Report of the Company, detailing
the Business Performance and Operations, together with the Audited Financial Statements for the financial year
ended March 31,2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company's Financial Performance, both Standalone and Consolidated, for the year ended March 31, 2026, is
summarized below:

2. FINANCIAL PERFORMANCE AND THE STATE
OF COMPANY'S AFFAIRS:

Your Company, through its group Companies operates
across a diversified portfolio of businesses, underscoring
its commitment to innovation, sustainability and long¬
term value creation. The Group's operations encompass
advanced manufacturing and stainless-steel solutions,
complemented by sustainable packaging initiatives that
align with global environmental objectives. Through its
subsidiaries, the Company also delivers smart utility
services designed to enhance operational efficiency
and reliability, while offering a comprehensive range
of financial services to address diverse stakeholder

requirements. In addition, the Group engages in
international trade to strengthen its global market
presence and actively invests in startups, fostering
innovation initiatives that support emerging ventures
and new technologies.

The Company's strategic priorities are further reinforced
through global partnerships, targeted investments
and mergers & acquisitions that expand the Group's
portfolio and drive sustainable growth. Collectively,
these initiatives reflect the Company's vision of
creating enduring stakeholder value while contributing
meaningfully to broader economic development and
environmental progress.

Through its broad spectrum of businesses, the Company
continues to balance stability with innovation, ensuring
resilience in a dynamic environment while creating
sustained value for both shareholders and stakeholders.

Consolidated Financial Performance of your
Company:

Your Company has during the FY 2025-26 achieved
consolidated revenue of ?72,609.77 lakhs, marking an
increase from ?60,608.75 lakhs in the corresponding
previous financial year.

The consolidated net profit for FY 2025-26 stood at
?8,533.12 lakhs, compared to ?8,073.19 lakhs in the
previous financial year, underscoring robust operational
performance and a sustained focus on cost efficiencies.

Earnings per share stood at ?5.68, both on a basic and
diluted basis, calculated on a face value of ?2 each.

With your Company's strong top-line growth and
enhanced profitability, the results underscore resilience
and operational efficiency across the portfolio.

Standalone Financial Performance of your
Company:

Your Company has recorded a standalone total revenue
to the tune of ?2,010.97 lakhs during the FY 2025-26
as compared to ?2,192.43 lakhs in the corresponding
previous financial year.

The standalone net profit for the year stood at ?1,102.86
lakhs, as compared to ?1,026.57 lakhs in the previous
financial year, reflecting strong operational performance
and continued focus on cost efficiencies.

Earnings per share were ?0.98 (basic) and ?0.97 (diluted),
calculated on a face value of ?2 each.

Even with slightly lower revenue, your Company earned
higher profit due to better cost control and efficient
operations.

3. CHANGES IN THE NATURE OF BUSINESS OF
THE COMPANY:

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

4. MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION:

Subsequent to the close of the financial year under
review, the Company completed the disinvestment of

its entire stake in M.R. Organisation Limited, which was
the material unlisted subsidiary of the Company during
FY 2025-26. Consequently, M.R. Organisation Limited
has ceased to be a subsidiary of the Company and is no
longer associated with it.

Save as aforesaid, there have been no other material
changes or commitments affecting the financial position
of the Company that have occurred between the end of
the financial year to which these financial statements
relate and the date of this Report.

5. CONSOLIDATED FINANCIAL STATEMENT:

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 read with Rule 6 of the Companies
(Accounts) Rules, 2014, the Consolidated Financial
Statements of the Company have been prepared in
accordance with the Indian Accounting Standards ("Ind
AS") prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.

The Audited Consolidated Financial Statements, together
with the Independent Auditors' Report thereon, form an
integral part of this Annual Report and are presented
along with the Standalone Financial Statements of the
Company.

The Board of Directors confirms that the Consolidated
Financial Statements present a true and fair view of
the consolidated financial position, performance and
cash flows of the Company and its Subsidiaries for the
financial year ended March 31,2026.

6. PUBLIC DEPOSITS:

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and
the rules made thereunder. Accordingly, no amount of
principal or interest was outstanding as on the Balance
Sheet date and there were no deposits in violation of
the requirements prescribed under Chapter V of the
Companies Act, 2013.

7. PARTICULARS OF LOANS, INVESTMENT,
GUARANTEES AND SECURITIES:

In accordance with the provisions of Section 186 of
the Companies Act, 2013, details of loans granted,
investments made, guarantees provided and securities
offered, along with the purpose for which such loans,
guarantees or securities have been or are proposed to
be utilized by the recipients, are disclosed in the Notes
to the financial statements, which form part of this
Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company operates through its group companies, each contributing strategically to the diversified portfolio. As
on March 31,2026, the Company had following Subsidiary Companies:

*Ceased to be the Subsidiary of the Company w.e.f. 30* April, 2026 pursuant to disinvestment.

There has been no material change in business of the Subsidiaries.

A Statement containing the salient features of the financial performance of the subsidiary Companies pursuant to
Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, are given in
Annexure - "A" in Form No. AOC-1 and the same forms part of this Annual Report.

During the financial year ended March 31, 2026, there were no Associates or Joint Venture Companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("the Act"). Accordingly, the disclosure requirements relating to
Associate Companies and Joint Ventures are not applicable to the Company for the year under review.

9. MATERIAL SUBSIDIARY:

In accordance with the criteria set out under Regulation
16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company has
adopted a policy for determining material subsidiaries,
which is available on its website athttps://aeroflexgroup.
in/wp-content/uploads/2023/03/Material-Subsidiaries-
Policy.pdf.

10. PARTICULARS OF EMPLOYEES AND
REMUNERATION:

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration are
provided in Annexure - "B" of this report.

As per Section 136(1) of the Companies Act 2013, the
Annual Report is being sent to the shareholders and
others entitled thereto, after excluding the disclosure
on remuneration of employees as required u/s 197(12),
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, which is available
for inspection by the shareholders at the Registered
Office of your Company during business hours. If any
shareholder is interested in obtaining a copy thereof
such shareholder may write to the Company Secretary
in this regard.

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered
into by the Company with related parties during the
financial year under review were in the ordinary course
of business and on an arm's length basis and were
in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Audit Committee reviews the Related Party
Transactions on a periodic basis.

The Company has formulated a policy on dealing with
Related Party Transactions. The same is available on
the Company's website athttps://aeroflexgroup.in/wp-
content/uploads/2026/05/Policy-on-Materiality-of-and-
Dealing-with-Related-Party-Transactions.pdf.

Details of all transactions with related parties are
disclosed in the accompanying Standalone Financial
Statements in Note No. 32, which provides the related
party disclosures in accordance with Ind AS 24.

Since all Related Party Transactions entered into by the
Company during the year were in the ordinary course
of business and on an arm's length basis, the disclosure
of particulars of contracts or arrangements with related
parties in Form AOC-2, as prescribed under Section 134(3)
(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is not applicable to
the Company.

12. TRANSFER TO RESERVES:

No amount has been transferred to any reserve during
FY 2025-26.

13. DIVIDEND:

Your Board has, on the basis of the Company's
performance, recommended a dividend of Re. 0.40 (Forty
paisa) per Equity Share of face value ?2/- each (i.e. at the
rate of 20%) for the FY 2025-26, subject to the approval
of the Members.

Further, in accordance with the Finance Act, 2020, as
amended from time to time, dividend income is taxable
in the hands of the Members. Accordingly, the Company
is required to deduct tax at source on dividend payments
to Members at the rates prescribed under the Income
Tax Act, 1961.

14. INVESTOR AWARENESS - SAKSHAM
NIVESHAK CAMPAIGN:

The Ministry of Corporate Affairs (MCA), through the
Investor Education and Protection Fund Authority
(IEPFA), has launched Saksham Niveshak, a 100-day
campaign focused on strengthening investor awareness
and protection. The initiative encourages shareholders to
update their KYC details, claim any unpaid or unclaimed
dividends and take timely action to prevent the transfer
of their shares and funds to IEPF.

Your Company fully supports this campaign and urges
all shareholders to actively participate by ensuring
compliance with the prescribed requirements. This will
safeguard their investments and ensure uninterrupted
access to dividends and entitlements. Detailed guidance
is available on the Company's website athttps://
aeroflexgroup.in/investor-relations/#saksham-niveshak.

15. SHARE CAPITAL:

During the year under review, there was no change
in the Authorized and Paid-up share capital of your
Company. Authorized Capital of the Company stands at
^29,00,00,000/- (Twenty-Nine Crores Only) divided into
14,50,00,000 equity shares of ?2/- each and the total
Issued, Subscribed and Paid-up capital of the Company
stands at ^22,61,70,000/- (Twenty-Two Crores Sixty-One
Lakh Seventy Thousand Only) divided into 11,30,85,000
equity shares of ?2/- each.

The above equity shares are listed on BSE Limited and
National Stock Exchange of India Limited.

The Company does not have any equity shares with
differential rights and hence disclosures as required
in Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 are not required. The
Company has not issued any sweat equity during the
year under review.

16. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company has implemented SIL Employees Stock
Option Plan, 2024 ("the Scheme") for the eligible
employees of the Company, pursuant to the Special

Resolution passed by the members at the 39^th Annual
General Meeting of the Company held on July 19, 2024.

During the year under review, your Company has
granted 2,64,000 Employee Stock Options to its
eligible employees as determined by the Nomination,
Remuneration and Compensation Committee, in line
with the approved vesting schedule. These options are
convertible into fully paid-up equity shares of ?2/- each,
subject to the terms of the Plan and applicable laws and
regulations.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on 31^st March 2026, the Board comprised of 6 (Six)
Directors including 3 (Three) Independent Directors.
The composition reflects an appropriate balance of
Executive and Non-Executive members, along with
one Independent Woman Director. This structure is in
full compliance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and is aligned with the
highest standards of Corporate Governance.

During the year under review, there were no changes in
the composition of the Company's Board of Directors.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Companies (Management
& Administration) Rules, 2014 and Articles of Association
of the Company, Mr. Harikant Ganeshlal Turgalia (DIN:
00049544), Director of the Company, retires by rotation at
the ensuing Annual General Meeting of the Company and
being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination,
Remuneration and Compensation Committee and taking
into account his experience, expertise and significant
contributions to the Company, the Board recommends
his re-appointment for the approval of the Members at
the ensuing Annual General Meeting.

Key Managerial Personnel (KMP):

As on the date of this report, following are the KMPs of
your Company as per Sections 2(51) and 203 of the Act:

• Mr. Harikant Ganeshlal Turgalia, CFO & Whole-time
Director

• Mrs. Shehnaz D. Ali, Whole-time Director

• Ms. Alka Premkumar Gupta, Company Secretary &
Compliance Officer

During the year under review, there was no change in the
KMPs of your Company.

18. DECLARATION FROM INDEPENDENT
DIRECTORS:

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
there has been no change in the circumstances which
may affect their status as an Independent Director. The
Independent Directors have also given declaration of
compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,

2014, with respect to their name appearing in the
data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs.

Based on the declarations received from the Independent
Directors and after undertaking due assessment of the
veracity of the same, the Board is of the opinion, that
all the Independent Directors possess the requisite
qualifications, expertise, experience, proficiency and
integrity and fulfil the conditions specified under the Act
and the Rules made thereunder as well as the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015. The Board is satisfied that the Independent
Directors are independent of the management.

19. COMMITTEES OF THE BOARD:

As mandated under the Companies Act 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted various
statutory committees to oversee its business operations
and governance practices.

As on March 31, 2026, the Board has constituted the
following committees:

• Audit Committee

• Nomination Remuneration & Compensation
Committee

• Stakeholder Grievance Committee

• Corporate Social Responsibility Committee

In addition to the aforesaid Committees, the Company
has also constituted Banking, Finance and Investment
Committee to facilitate efficient dealings with banks and
financial institutions.

Details of all the committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

20. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board convened 8
(Eight) meetings in compliance with the requirements
of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the interval between any two meetings did
not exceed 120 days. Detailed information on Board
meetings and Directors' attendance is provided in the
Corporate Governance Report, which forms part of this
Annual Report.

21. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p)
of the Companies Act, 2013, the applicable Rules
made thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Nomination Remuneration and Compensation
Committee has laid down the criteria and framework for
carrying out the annual performance evaluation of the
Board of Directors, its Committees, Individual Directors
and Independent Directors.

The annual performance evaluation was conducted
through a structured questionnaire covering various
aspects of the functioning of the Board and its
Committees, including the composition of the Board,
diversity of skills and experience, effectiveness of Board
processes, quality and timeliness of information flow,
strategic oversight, governance practices, participation
in discussions, decision-making processes and overall
Board effectiveness. The evaluation framework also
included specific criteria for assessing the performance
and contribution of Individual Directors.

All the Directors participated in the evaluation process
and provided their feedback through the prescribed
evaluation mechanism. The performance of the Board,
its Committees and Individual Directors was evaluated
based on the responses received.

In accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting
of the Independent Directors was held on March 25,
2026, wherein the performance of the Non-Independent
Directors and the Board as a whole was reviewed. The
Independent Directors also assessed the quality, quantity
and timeliness of the flow of information between the
management and the Board, which is necessary for the
Board to effectively and reasonably perform its duties.

The performance of each Independent Director was
evaluated by the entire Board, excluding the Director
being evaluated, taking into account factors such as
attendance, participation and contribution at Board
and Committee meetings, exercise of independent
judgment, safeguarding the interests of stakeholders
and contribution towards strengthening corporate
governance practices within the Company.

The Nomination Remuneration and Compensation
Committee reviewed the evaluation process and
its outcomes and was satisfied that the evaluation
framework remained objective, comprehensive and
effective.

The Board reviewed the outcome of the evaluation
process and noted with satisfaction the overall
effectiveness of the Board, its Committees and Individual
Directors. No material concerns or adverse observations
were identified during the evaluation process. The
suggestions and feedback received, wherever applicable,
were discussed by the Board and will be considered for
further strengthening the governance framework and
enhancing Board effectiveness.

22. FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, read with Schedule IV of the Companies Act, the
Company has established a Familiarization Program for
its Independent Directors. This program is designed
to acquaint them with the Company's operations,
governance framework, business model and their specific
roles and responsibilities. Through structured sessions
and the provision of relevant information, Independent
Directors are enabled to gain a comprehensive
understanding of the Company's affairs and thereby
contribute effectively to the deliberations of the Board
and its Committees.

During the year under review, your Company organized
one such program for all the Independent Directors of
the Company on Wednesday, March 25, 2026.

Details of the Familiarization Program for Independent
Directors are also made available on the Company's
website athttps://aeroflexgroup.in/investor-
relations/#familiarisation-program-to-independent-
directors.

23. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION:

In accordance with the provision of 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 athttps://aeroflexgroup.
in/wp-content/uploads/2024/06/Nomination-and-
Remuneration-Policy.pdf.

The Remuneration Policy governing the selection of
Directors and determination of their independence
outlines the guiding principles for the Nomination
Remuneration & Compensation Committee in identifying
individuals qualified to serve as Directors. The Company's
Remuneration Policy is designed to reward performance,
based on a review of achievements and is aligned with
prevailing industry practices.

We affirm that the remuneration / sitting fees paid to the
Directors/Independent Directors are fully in accordance
with the terms and principles laid out in the Company's
Remuneration Policy.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information

and explanations received from the management of your
Company, confirm that:

a) in the preparation of the annual accounts for the
financial year ended 31^st March, 2026, the applicable
Indian accounting standards have been followed
along with proper explanation relating to material
departures if any;

b) the Directors have 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 31^st March, 2026 and of the profit and
loss of the company for the financial year ended
31^st March, 2026;

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/
financial statements on a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

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

25. INTERNAL FINANCIAL CONTROLS SYSTEMS
AND ITS ADEQUACY:

The Company has established internal financial controls
system that is both adequate and commensurate with
the nature, size and complexity of the Company's
Business operations. These controls are designed to
ensure reliability in financial reporting, compliance with
applicable accounting principles and the safeguarding of
assets.

The framework includes documented policies and
procedures to promote orderly and efficient conduct
of business, prevent and detect frauds and errors and
ensure accuracy and completeness of accounting
records.

Periodic reviews are undertaken to evaluate the
effectiveness of these controls and the Board affirms that
the internal financial controls are operating effectively
and provide reasonable assurance of sound governance.

26. RISK MANAGEMENT:

The Company has implemented a robust Risk
Management framework to ensure effective
identification, assessment, monitoring and mitigation of
diverse risks inherent in its operations. The framework
provides a structured approach for managing risks
across business and operational areas.

The Risk Management framework encompasses risk
identification, risk mapping, trend analysis, assessment
of risk exposure, evaluation of potential impact and
implementation of appropriate risk mitigation measures.
The Company undertakes periodic review of key risks and
mitigation strategies to ensure effective management of
business and operational risks.

As on March 31, 2026, your Company is not required to
constitute a Risk Management Committee in terms of
Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion and Analysis Report for the
financial year under review, as required under Regulation
34 read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a
separate section, forming part of the Annual Report.

28. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of governance and has adopted several
exemplary practices in this regard. The Report on
Corporate Governance, together with a certificate from
a Practicing Company Secretary confirming compliance
with the requirements of Corporate Governance under
Regulation 34(3) read with Para C of Schedule V of the
Listing Regulations, is presented in a separate section of
this Annual Report as the Corporate Governance Report.

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return of the Company as on March
31, 2026 is available on the Company's website and can
be accessed athttps://aeroflexgroup.in/wp-content/
uploads/2026/08/Annual-Return-2025-26.pdf.

30. AUDITORS:Statutory Auditor

In accordance with the provisions of Section 139 of the
Companies Act, 2013, M/s. Ajay Paliwal & Company,
Chartered Accountants (FRN: 012345C), was appointed
as the Statutory Auditors of the Company for a term
of five (5) consecutive years commencing from the
conclusion of the 37^th AGM till the conclusion of the 42^nd
AGM to be held in the year 2027. The Statutory Auditor
has confirmed that they are not disqualified to continue
as Statutory Auditors and are eligible to hold office as
Statutory Auditors of your Company.

Statutory Auditors have expressed their unmodified
opinion on the Financial Statements (Standalone and
Consolidated) for the Financial Year ended March 31,
2026 and their reports do not contain any qualifications,
reservations, adverse remarks or disclaimers.

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

Secretarial Auditor

Pursuant to section 204 of the Act, read with the
rule made thereunder and Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s. G H V & Co, Practicing Company
Secretaries (CP No. 11663) and Peer Review No. 2495/2022
were appointed as Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years from FY 2025-26
till FY 2029-30. M/s. G H V & Co have confirmed that they
are not disqualified to continue as a Secretarial Auditors
and are eligible to hold office as Secretarial Auditors of
your Company.

The Secretarial Auditors Report for the year under review
is provided as Annexure - "C" of this report.

A Secretarial Compliance Report for the financial
year ended March 31, 2026, on compliance with all
applicable SEBI Regulations and circulars/guidelines
issued thereunder, pursuant to Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has obtained from M/s. G H V & Co (CP
No. 11663), Practicing Company Secretaries, Secretarial
Auditor of the Company.

Internal Auditor

The Board of Directors of the Company has appointed
M/s. S S N & Co. Chartered Accountants (FRN: 024352N)
as the Internal Auditor of the Company for FY 2025 - 26.
The Internal Auditors undertake periodic review of the
Company's internal control systems, processes, risk
management framework and compliance mechanisms.
The quarterly reports submitted by the Internal Auditors
are placed before the Audit Committee for its review,
deliberation and necessary guidance/action.

Cost Audit & Cost Records

Pursuant to Section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Amendment Rules, 2014, maintenance of cost records
and requirement of cost audit are not applicable for the
business activities carried out by the Company.

31. CEO/CFO CERTIFICATE:

The Certifications required as stipulated under
Regulation 17(8) and in terms of Part B, Schedule II of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, from Mrs. Shehnaz D. Ali, Whole-time Director and
Mr. Harikant Ganeshlal Turgalia, Whole-time Director &
Chief Financial Officer of the Company for the Financial
Year 2025-2026 is annexed as Annexure - "D".

32. CORPORATE SOCIAL RESPONSIBILITY

("CSR"):

The Company remains committed to fulfilling its CSR
obligations by supporting projects and initiatives that
contribute to social and community development, in
alignment with its CSR Policy and the provisions of
the Companies Act, 2013 and are directed towards the
projects specified under Schedule VII of the Act.

The Board of Directors has approved the Corporate
Social Responsibility (CSR) Policy of the Company, as
formulated and recommended by the CSR Committee.
The Policy is available on the Company's website for
public reference athttps://aeroflexgroup.in/wp-content/
uploads/2023/05/CSR-Policy.pdf.

The brief outline of the Corporate Social Responsibility
(CSR) Policy of your company along with the initiative
taken by it are set out in Annexure - "E" of this report in
the format prescribed under Section 134 and 135 of the
Companies Act, 2013 read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014
(as amended) and Rule 9 of the Companies (Accounts)
Rules, 2014.

33. SECRETARIAL STANDARDS:

Your Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) on Meetings of Board of
Directors (SS-1) and General Meetings (SS-2) under
Section 118(10) of the Companies Act, 2013, during the
financial year under review.

34. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory
Auditors, the Cost Auditor nor the Secretarial Auditors
of the Company have reported any instances of fraud
committed by the Company's officers or employees that
are required to be disclosed to the Audit Committee
under Section 143(12) of the Act.

35. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

Your Company is firmly committed to maintaining
a harassment-free workplace and enforces a zero-
tolerance approach toward sexual harassment. To
safeguard all of its employees (permanent, contractual,
temporary, trainees), the Company has implemented
a Policy on Prevention, Prohibition, and Redressal of
Sexual Harassment, ensuring that all individuals are
protected and that complaints are addressed promptly
and effectively.

The policy is supported by duly constituted Internal
Committees in accordance with the provision relating
to the constitution of Internal Complaints Committees
under POSH, 2013, ensuring confidentiality, impartiality,
fairness and timely resolution of complaints in accordance
with applicable laws and internal governance standards.

During the year under review, your Company has not
received any complaint pertaining to sexual harassment.

36. 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 providing a safe, inclusive and supportive
workplace and ensuring that eligible employees are

provided maternity benefits in accordance with the
applicable statutory requirements.

37. VIGIL MECHANISM:

The Company has established a Vigil Mechanism /
Whistle Blower Policy in accordance with the provisions
of Section 177(9) and (10) of the Companies Act, 2013,
Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and
Regulation 9A of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

The vigil mechanism of your Company provides for
adequate safeguards against victimization of whistle
blowers who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee
in exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee.

The details of the Whistle Blower Policy is available on
the website of the Company and can be accessed at
https://aeroflexgroup.in/wp-content/uploads/2023/03/
WHISTLE-BLOWER-AND-VIGIL-MECHANISM-POLICY.pdf.

During the year under review there were no cases
received by the Company under the said mechanism.

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

Your Company is not engaged in energy-intensive
operations, therefore there are no significant particulars
to be reported with respect to conservation of energy
and technology absorption. However, the Company
recognizes the importance of sustainable business
practices and remains committed to the efficient
utilization of resources. It continues to adopt prudent
operational practices aimed at minimizing wastage,
optimizing resource utilization and promoting
environmental responsibility wherever feasible.

During the financial year under review, there were no
foreign exchange earnings or outgo for the Company.

Accordingly, the particulars relating to conservation of
energy, technology absorption and foreign exchange
earnings and outgo, as prescribed under the applicable
provisions of the Companies Act, 2013 and the rules
made thereunder, are not applicable to the Company,
considering the nature and scale of its business activities.

39. GENDER-WISE COMPOSITION OF
EMPLOYEES

Your Company acknowledges and values the significance
diversity, equity and inclusion and providing equal
opportunities to all employees. The gender-wise
composition of employees as on March 31, 2026, is as
follows:

The Company is dedicated to nurturing a workplace
culture that is inclusive, equitable and merit driven.

40. 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) None of the Whole-time Directors of the Company
receive any remuneration or commission from any
of its subsidiaries.

c) No application was filed under the Insolvency and
Bankruptcy Code, 2016.

d) No significant and material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and Company's operations
in future.

e) No instance of one-time settlement with any Bank
or Financial Institution.

41. ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere
appreciation and gratitude to the Company's employees,
customers, vendors, investors and other stakeholders for
their continued support, trust and contribution towards
the growth and success of the Company.

The Board also acknowledges the valuable support and
co-operation extended by the Government of India,
various State Governments, regulatory authorities,
government departments and agencies.

For and on behalf of Board of Directors of
AEROFLEX ENTERPRISES LIMITED

Harikant Ganeshlal Turgalia Shehnaz D. Ali

Date: August 11,2026 Whole-time Director & CFO Whole-time Director

Place: Mumbai DIN: 00049544 DIN: 00185452