The Board of Aether Industries Limited take pleasure in
presenting the 13^th Board Report along with other
Reports of the Company, together with the Standalone

Particulars (INR in MM)

Income from business operations
Add : Other income
Total income
EBITDA

Less: Finance Cost
Less: Depreciation

Profit before Exceptional items and Tax

Less: Exceptional items

Profit before tax

Less: Tax

Profit after tax

Earnings per Equity Share:

Basic (per Equity Share)

Diluted (per Equity Share)

Business operations and affairs of the Company

The Fiscal Year 2025, begun well in-line with the
previous fiscal year. The Company was able to operate
at an efficient level and maintained the same
throughout the year.

The efficiency was observed increased throughout the
year and resulted into better results of the Fiscal Year
2024.

The Management at the operational level, with the
extensive support of the employees, strived to work
best with limited resources after the unfortunate
accident.

and Consolidated Audited Statement of Accounts and
the Auditors' Report of the Company for the Financial
Year ended March 31, 2025.

The Revenue from Operations in current Fiscal Year
were reported at f 7,885.18 MM, compared to f
5,956.69 MM in the previous Fiscal Year. EBITDA, in the
current Fiscal Year reported at f 1,619.49 MM, compared
to f 2,028.16 MM in the previous Fiscal Year. The Profit
after Tax of the Company in the current Fiscal Year was
f 880.98 MM against the previous Fiscal Year's Profit
after Tax of f 880.98 MM.

Subsidiary, Associate and Joint Venture entities

The Company does not have any Associate or Joint
Venture entities. However, a Wholly Owned Subsidiary
Company is incorporated, details are mentioned in
Form AOC-1, as Annexure-A. During the Fiscal Year

2025, Company made an additional investment into
the above Wholly Owned Subsidiary worth f100.00 MM.

Name : Aether Speciality Chemicals Ltd.

CIN : U24290GJ2022PLC135180
Holding : 100 %

Management Discussion and Analysis Report

There are no material changes and commitments
which were reported after end of the Fiscal Year.

Business Responsibility and Sustainability Report

As the Company falls under top 500 listed Companies
of India basis the MCap, the Business Responsibility
and Sustainability Report (BRSR) in terms of Regulation
34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the Fiscal Year is
attached herewith.

Material changes and commitments during after the
end of the Fiscal Year

There are no material changes and commitments
which were reported after end of the Fiscal Year.

Change in Nature of the Business

During the Fiscal Year under review, the Company
pursued the existing stream of business operations
without introducing any new business venture.
Business activity of the Company remained
unchanged throughout the Fiscal Year.

Details of revision of Financial Statement or Annual
Report

No revision of the Financial Statements or Annual
Report has been made during Financial Year ended
March 31, 2025 neither in any of the preceding three
Fiscal Years.

Accounting treatment

Since the listing of the Company, the Company has

resorted to adhering to the Indian Accounting
Standards (Ind AS).

Share Capital Structure

During the year under review, the Authorised Share
Capital of the Company remains unchanged.

Authorized Capital

f 1,47,50,00,000 (Rupees One Hundred Forty-seven
Crore Fifty Lakh only), comprised of 14,75,00,000
(Fourteen Crore Seventy-five Lakh) Equity Shares of f
10 each.

The Company's issued share capital structure is as
mentioned below:

Issued, Subscribed and Paid-up Capital
f 1,32,59,02,410 (Rupees One Hundred Thirty-two Crore
Fifty-nine Lakh Two Thousand Four Hundred Ten only),
comprised of 13,25,90,241 (Thirteen Crore Twenty-five
Lakh Ninety Thousand Two Hundred Forty-one) Equity
Shares of f 10 each.

All the shares of the Company are in dematerialisation
form.

During the Fiscal Year under review, in 4 (four)
instances, the issued share capital of the Company
was increased, as mentioned here:

Allotment of Shares under ESOS
Through Aether Employee Stock Option Scheme 2021
(AIL ESOS 2021), the Company issued and allotted
39,968 Equity Shares at f 321 each to 223 employees,
upon exercising their option, total f 1,28,29,728 was
received through this allotment.

Credit rating of the Company

The Company has secured increased credit ratings. In
the current Fiscal Year, the Company has maintained
an excellent upward trend, and the credit rating of the

Company is ICRA A for long-term ratings and ICRA A1
for short-term ratings, appraised by M/s. ICRA Limited, in
line with the previous year.

The rating was opted on credit exposure of f 246.00 Cr.
The Company's performance at considering other
external factors made this achievable.

Transfer of amounts to Investor Education and
Protection Fund

The Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund.

Board and its Committees

The Board of the Company met at regular intervals as
specified under the norms under the Companies Act,
2013 for discussing and reviewing various Board and
other strategic matters. For more details, kindly refer the
Corporate Governance Report. A total 4 (four) Board
Meetings were convened during the Fiscal Year under
review.

Business transactions were well-arranged throughout
the Fiscal Year under review, and accordingly, optimum
participation was reported from the Board of Directors.

Board of Directors and Key Managerial Personnel

The Board of the Company is duly constituted,
comprising an adequate number of Executive, Non¬
Executive, Women Directors and Independent Directors.

At present, the Board is comprised of a total 12 (twelve)
Board members, including 3 (women) members. There
are 4 (four) Executive Directors, 2 Non-Executive
Directors and 6 Independent Directors.

No changes reported in the Board of Directors and Key
Managerial Personnel of the Company during the

Reporting period. Business transactions were well-
arranged throughout the Fiscal Year under review and
accordingly, optimum participation was reported from
the Board of Directors.

Corporate Social Responsibility

During the Fiscal Year under review, the Company
fulfilled its CSR obligation of f 29.00 MM during the
Financial Year per the requirement, adjusting the
previous years' excess spending. Details of CSR
activities in accordance with Section 135 read with
Schedule VII of the Companies Act, 2013, are provided in
the Annexure along with details of the CSR Committee
composition.

The Annual Report on CSR is annexed as Annexure-B to
this Report.

The CSR Policy of the Company is available on the
website of the Company at: https://aether.co.in/wp-
content/uploads/2022/08/CSR-Policy.pdf

Directors' retirement by rotation

According to the provisions of Section 152(6) of the
Companies Act, 2013 and as per terms framed under
the Articles of Association of the Company, Ms. Purnima
Ashwin Desai and Mr. Kamalvijay Ramchandra Tulsian
will be retiring by rotation at the forthcoming Annual
General Meeting and being eligible, to offer themselves
for reappointment. The Board recommends their re¬
appointment.

Declaration by Independent Directors

The Board of Directors of the Company hereby confirm
that all the Independent Directors have been duly
appointed by the Company and they have given the
declaration that they meet the criteria of independence
as provided under Section 149(6) of the Companies Act,
2013 and as per the SEBI (LODR) Regulations, 2015.

The Board's evaluation

The Board evaluated the effectiveness of its
functioning and that of the Committees and of
Individual Directors by seeking their inputs on various
aspects of the Board / Committees' governance. Also,
several new initiatives were introduced for the overall
evaluation of the Board.

The aspects covered in the evaluation included the
contribution to and monitoring of corporate
governance practices, participation in the long-term
strategic planning and the fulfilment of Directors'
obligations and fiduciary responsibilities, including but
not limited to, active participation at the Board and the
Committee meetings. The Chairman of the Board had
a one-on-one meeting with the Independent Directors,
and the Chairman of the Nomination and
Remuneration Committee had a one-on-one meeting
with the Executive and Non-Executive Directors. These
meetings were intended to obtain Directors' inputs on
the effectiveness of the Board / the Committee
processes. The Board considered and discussed the
inputs received from the Directors, and also on basis of
their critical input during the fire accident was taken
into consideration. Further, the Independent Directors
at their meeting reviewed the performance of the
Board, Chairman of the Board and of Non-Executive
Directors.

The Policy can be accessed at: https://aether.co.in/wp-
content/uploads/2024/09/BoardEvaluationPolicy.pdf

Familiarization program for Independent Directors

In the reporting Fiscal Year, 2 (two) familiarisation
programs including a site visit, was hosted by the
Company for its Independent Directors. Details of such
a program is hosted on the website of the Company,
accessible at: https://aether.co.in/wp-content/uploads/
2025/08/FamiliarisationProgram of IndependentDirectors -
FINAL.pdf

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,

the Board of Directors of the Company confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with a proper explanation relating to
material disclosures;

(b) The Directors had selected such accounting
policies and applied them consistently, and made
judgments and estimates that are reasonable and
prudent to give a true and fair view of the state of
affairs of the Company at the end of the Fiscal Year
and of the profit and loss of the Company for that
period;

(c) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting
frauds and other irregularities;

(d) The Directors had prepared the annual accounts on
a going concern basis; and

(e) 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.

Internal Financial Controls

The Internal Financial Control System (IFCS) of the

Company has been set out upon considering the

following measures:

(f) That IFCS are commensurate with the size and
nature of its operations.

(g) All legal and statutory compliances are ensured on
a monthly basis. Non-compliance, if any, is
seriously taken by the management and corrective
actions are taken immediately. Any amendment is
regularly updated by internal as well as external

(a) agencies in the system.

(b) Approval of all transactions is ensured through a
pre-approved Delegation of Authority Schedule
which is reviewed periodically by the Management.

(c) The Company follows a robust internal audit
process. Transaction audits are conducted regularly
to ensure the accuracy of financial reporting, and
the safeguard and protection of all the assets.
Verification of Fixed Assets is done on an annual
basis. The audit reports for the above audits are
compiled and submitted to the Board of Directors
for review and necessary action.

The Company has tried to put the best-in-class IFCS for
the optimum output.

Deposits

The Company has not accepted any deposit from the
general public within the meaning of Section 73 of the
Companies Act, 2013 and Rules framed thereunder.

Loans, Guarantees and Investments

Earlier, the Company had given an unsecured loan
worth f 1,045.55 MM to M/s. Aether Speciality Chemicals
Limited, the Wholly Owned Subsidiary, during the
reporting period. Later, it was converted into Equity
Shares.

Related Party Transactions

All the Related Party Transactions that were entered into
during the Fiscal Year were in the ordinary course of
business and at arm's length price.

There are no materially significant Related Party
Transactions made by the Company with Promoters
(incl. Promoter Group individuals), Directors, Key
Managerial Personnel and Group Companies.

Particulars of such transactions with related parties are
duly noted on accounts forming part of the Financial
Statements.

Energy conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

Information on conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo
required to be disclosed under Section 134 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are mentioned here under:

(a) Conservation of Energy

The steps taken or impact on conservation of energy:
The Company is taking all the efforts to save electricity
and other resources to conserve energy and utilise the
same optimally.

Strict adherence is cultivated in all the members in the
Company to save electricity and other resources.

The Company through the Purchase Power Agreement,
using the capacity of 1.6 MW electricity generated
through the solar, installed close to the end of the Fiscal
Year, as a result of it, total 15 Lakh unit of electricity was
saved out with that.

Further, additional 100 TR Brine Chiller for the new utility,
additional 75HP Cooling Tower and DP 60 air
compressor became operational.

(b) The steps taken by the company for utilizing
alternate sources of energy

The Company has entered into a Purchase Power
Agreement to avail the benefit in the form of rebate
from the electricity consumed for the manufacturing
facility. The service provider will produce the electricity
through solar power plant installed and that will lead to
redemption in the electricity bills.

The Company has ordered the execution of 15 MW Solar
Power Project (Auto-Tracker Modules) under Captive
Power Producer (CPP) segment of which 5MW Solar
Power Plant is operational and function now.

The Company has installed Variable Frequency

Devices (VFDs) along with Distributed Control System
(DCS), dedicated automated dedicated energy meters
in various high-power consuming equipment to
optimize the usage.

The capital investment in energy conservation
equipment (Solar Power):

The Company has, for the Solar Captive Power
Agreement, invested f374.63 MM, up to March 31, 2024.

The efforts made towards technology absorption:

The Company has developed its own technologies for
the development of various products and services,
which it is selling/imparting to its various customers, all
over the world.

The Company has installed an in-house Solvent
Recovery Plant ('SRP') for recovering the materials from
mixed solvents generated and the recovered materials
are again usable for the manufacturing process. That
has led to eliminate dependency on the outside job
work for recovery from solvents as a cost-effective
measure through reduction in job work charges, which
were exorbitant till the last Fiscal Year.

from the electricity consumed for the manufacturing
facility. The service provider will produce the electricity
through a solar power plant installed, and that will lead
to a reduction in the electricity bills.

The Company has completed the execution of 15 MW
Solar Power Project (Auto-Tracker Modules) under the
Captive Power Producer (CPP) segment, which has
started saving into the energy bills of the Company.

The capital investment in energy conservation
equipment (Solar Power):

The Company has, for the Solar Captive Power
Agreement, invested f374.63 MM, up to March 31, 2025.

The efforts made towards technology absorption:

The Company has developed its own technologies for
the development of various products and services,
which it is selling/imparting to its various customers, all
over the world.

(c)Foreign Exchange Earnings and Outgo
The Foreign Exchange earned and the Foreign
Exchange outgo during the Fiscal Year 2025:

Earning: f 3,314.53 MM
Outgo: f 474.64 MM

Annual Return

The web-link of Annual Return as in Form No. MGT-7 is
https://aether.co.in/investor-relations/#financial-
performance-and-presentation, for your kind perusal
and information.

Risk Management

A formal, enterprise wide approach to Risk
Management is being adopted by the Company and
key risks are being managed within a unitary
framework. As a formal roll-out, all business divisions
and corporate functions will embrace Risk
Management Policy and Guidelines, and to make use
of these in the decision making. Key business risks and
their mitigation are considered in the annual /
strategic business plans and in periodic management
reviews. The risk management process in our multi¬
business, multi-site operations, over the period of time
have been embedded into the Company's business
systems and processes, such that Company's
response to risk remain current and dynamic as per
conditions.

This also became helpful during the fire accident at the
Manufacturing Site-2. The Company has also formed a
Risk Management Committee, details of which are
mentioned in the Corporate Governance Report, as
Annexure-G.

Vigil Mechanism

The Company has established a Vigil Mechanism cum
Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic
mechanism for Directors and Employees to report
concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of
Conduct or policy.

This mechanism is also being reviewed by the Board of
Directors every quarter in their Meeting and suggests
improvements / feedback / thereon, if any.

Once again in this Fiscal Year under review as well, no
such instances have been reported under unethical and
prohibited context. Vigil Mechanism cum Whistle Blower
Policy is placed on the website of the Company,
accessible at: https://aether.co.in/wp-content/uploads/
2024/09/WhistleBlowerPolicyVigilMechanism.pdf

Regulatory action

There was no regulatory action from any of the
Regulators or Authorities on the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rules framed thereunder,

M/s. Dhirren R. Dave & Company, Company Secretary in
practice, was appointed as the Secretarial Auditor of
the Company for the Fiscal Year 2025. They undertook
the Secretarial Audit activity with utmost depth and
integrity. All the conducts of the Company were found in
line with the stipulated norms, and the compliance
system was found in line with the laws, and no instance
of any material misconduct was found in the audit.

The Secretarial Audit Report for the Fiscal Year ended
March 31, 2025, is annexed herewith as Annexure-E. The
Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Cost Audit

Maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the
Companies Act, 2013, is maintained by the Company
and accordingly, such accounts and records are made
and maintained. For the Fiscal Year under review, M/s.
PAAA & Associates, Cost Accountants, undertook the
Cost Audit of the Company. The Board, on the
recommendation of the Audit Committee for the Fiscal
Year 2025, have approved their remuneration, which is
included in the Notice of the forthcoming Annual
General Meeting of the Company, seeking ratification by
the Members.

The Cost Auditor has confirmed that their appointment
is within the purview of Section 143 of the Companies
Act, 2013 and they confirm that they are free from any
disqualification.

Internal Audit

The Board appointed Ms. Riddhi Chitaliya, Chartered
Accountant, as the Internal Auditor of the Company as
per Section 138 of the Companies Act, 2013, to conduct
the Internal Audit of the Company, for the Fiscal Year
under review.

Employee Stock Option Scheme

Pursuant to the Resolutions of the Board of Directors
dated November 18, 2021, and Shareholders' Resolution
dated November 18, 2021, the Company has instituted
Aether Industries Limited Employees Stock Option Plan
Scheme 2021 (hereinafter "ESOS Scheme 2021"). The
ESOS Scheme 2021 is in compliance with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, later duly
ratified by the Shareholders as well in the Annual
General Meeting.

The Company has introduced the Aether Industries
Limited Employees Stock Option Scheme 2021 (AIL ESOS
2021) primarily with a view to attract, retain, incentivise

and motivate the existing employees of the Company.
The AIL ESOS 2021 contemplates the grant of options to
eligible employees, as may be determined in due
compliance of SEBI SBEB Regulations and provisions of
the AIL ESOS 2021.

After vesting of options, the Eligible Employees earn a
right (but not an obligation) to exercise the vested
options within the exercise period and obtain equity
shares of the Company subject to payment of exercise
price and satisfaction of any tax obligation arising
thereon. Details of the ESOP is contained in Annexure-D.

Secretarial Standards

The Company has duly complied with applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India on the Board and the
General Meetings of the Company (SS-1 and SS-2)
from time to time.

Reporting of fraud by Auditors

There is no qualification, reservation or adverse
remarks made by M/s. Birju S. Shah & Associates,
Statutory Auditors in their Audit Report, M/s. Dhirren R.
Dave & Company, Secretarial Auditors in their
Secretarial Audit Report, and Ms. Riddhi Chitaliya,
Internal Auditor in her Internal Audit Report.

Apart from it, no such instance of fraud committed to
Company by its employees or officers has been
reported to the Audit Committee under Section 143(12)
of the Companies Act, 2013.

Remuneration detail of employees

Pursuant to Rule 5(1) of Companies (Appointment and
Remuneration) Rules, 2014, a statement regarding top
ten employees in terms of remuneration drawn and
other details of the employees as prescribed has to be
provided in the Board Report. Details regarding the
same are attached as Annexure-E.

Human Resources and Industrial Relations

The Company takes pride in the commitment,
competence and dedication of its employees in all
areas of the business. The Company has a structured
induction process at all locations and management
development programs to upgrade the skills of
managers and other employees. Objective appraisal
systems based on Key Result Areas (KRAs) are in place
for various employees and the system is always being
implemented towards an unbiased appraisal system.

The Company is committed to nurturing, enhancing
and retaining its top talent through superior learning
and organizational development. This is a part of our
Corporate HR function and is a critical pillar to support
the organization's growth.

The Company has aligned and collaborated R&D
activities with many institutions and Universities in
India. Company has associated with National
Chemical Laboratory (NCL, Pune), Institute of Chemical
Technology (ICT, erstwhile UDCT, Mumbai), Uka
Tarsadia University (UTU, Bardoli) and Sardar
Vallabhbhai National Institute of Technology (SVNIT,
Surat). Also, it has contributed towards the programs
for chemical engineer aspirants which, includes
industrial training.

The Company has its own sponsored PhD programs
which are ongoing for getting PhD research and
degree done for its R&D team with above named
Institutes.

Environment, Health and Safety Protection

The Company's Health and Safety Policy commits to
comply with applicable legal and other requirements
concerning Occupational Health, Safety and
Environment matters The Company has a due system
for environmental issues, health and safety issues
concerned with the employees and the same is
reviewed at regular intervals.

Disruption of activities due to a fire accident

On November 29, 2023, an unfortunate accident of fire
break-out resulted in the loss of 11 precious lives and 23
workers were injured. The Company completely took the
onus of the accident and has compensated the
relatives of the deceased. The families of the deceased
were compensated with f 5.00 MM per family,
acknowledging the tragic loss they had experienced.

During the year under review, the Company received
the No Objection from the Gujarat Pollution Control
Board (GPCB) to resume the operation at full capacity.
Also, the clean chit was received without any fine/
penalty or other obligation from the 'National Green
Tribunal'.

As of March 31, 2025, the affected manufacturing facility
was fully operative.

Anti-Sexual Harassment Policy

The Company has in place a Policy on Prevention of
Sexual Harassment at Premises, in line with the
requirements of Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act,

2013. There is a Committee as well to deal with and
provide the redressal in the matter, if reported. However,
no such instances have been reported in the reporting
year.

Appreciation and Acknowledgement

The Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication
and commitment. The Board places on record its
appreciation for the support and cooperation, your
company has been receiving from its Suppliers,
Retailers, Dealers & Distributors and others associated
with the Company. The Directors also take this
opportunity to thank all Clients, Vendors, Banks,
Regulatory Authorities, Government and every
Stakeholder for their continuous support.