DIRECTORS' REPORT

Your Directors take pleasure in submitting the 35th Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March, 2025.

1. FINANCIAL HIGHLIGHTS

Standalone Operating Results:

During the year under review, the Revenue from Operations of the Company is ' 3,48,644.76 Lakhs as compared to ' 4,14,394.99 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is ' 1,99,639.28 Lakhs as against the Export Turnover of ' 2,76,941.76 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) of ' 1,32,046.32 Lakhs and Profit After Tax (PAT) of ' 1,02,150.88 Lakhs as compared to PBT of ' 1,46,460.82 Lakhs and PAT of ' 1,12,944.99 Lakhs respectively in the previous Financial Year.

Consolidated Operating Results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries and Joint Ventures) has earned Revenue from Operations of ' 4,28,744.39 Lakhs as compared to ' 4,85,376.13 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review is ' 1,06,073.60 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of ' 1,13,557.33 Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of ' 16.00 (800%) per Equity Share of the face value of ' 2/- each amounting to ' 149.31 Lakhs for the Financial Year 2024-25.

The Dividend, if declared/approved by the Shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on Record Date. In respect of shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31 March, 2025 is ' 1,866.41 Lakhs. However, during the year under review, Company has bought back 10,00,000 equity shares, the details of which is given as under :

BUYBACK OF EQUITY SHARES: The Board of Directors ("the Board") at its meeting held on 7 August, 2024 passed a resolution to buyback 10,00,000 (Ten Lakhs) equity shares of ' 2.00 (Rupee Two only) each fully paid-up, representing 1.06% of the total number of prebuyback equity shares at a price of ' 5,000/- (Rupees Five Thousand only) aggregating to ' 500 Crores (Rupees Five Hundred Crores only), being 7.92% and 7.51% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the audited standalone and consolidated financial statements of the Company as at 31 March, 2024, respectively (which was within the statutory limits of 10% (ten percent) of the aggregate of the fully paid up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the Board approval route as per the provisions of the Companies Act, 2013 ("Act") and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 ("the Buyback Regulations"), excluding the transaction cost relating to the buyback, from the members of the Company (including the promoters of the Company), on a proportionate basis under the tender offer route in accordance with the provisions of the Buyback Regulations and the Act and Rules made thereunder. Pursuant to and in compliance with the provisions of Section 68 of the Act read with Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 and the Buyback Regulations, the amount of buyback was distributed to the members on 9 September, 2024 and the corresponding equity shares were extinguished on 16 September, 2024. Pre and

Pursuant to the buyback, the promoters' shareholding has been increased from 58.47% to 58.50% of the total post buyback paid-up share capital. Pursuant to and in compliance with the provisions of Section 69 of the Act, the Company has transferred an amount of ' 20.00 Lakhs (Rupees Twenty Lakhs only) to Capital Redemption Reserve which is equal to the nominal value of the equity shares bought back. The details thereof are disclosed in Note No. 22 of the Audited Standalone Financial Statements for the Financial Year ended on 31 March, 2025.

4. FINANCE:

Cash and cash equivalents as at 31 March, 2025 were ' 39,710.87 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred Capex of ' 13,706.58 Lakhs (including work-in-progress).

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments: During the year under review, Company has not provided any loan but it has provided a Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantee provided and Investments made by the Company are given in the Notes to the Financial Statements.

Internal Financial Control and Audit:

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors' Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Integrated Annual Report.

Related Party Transactions:

All the Related Party Transactions entered during the financial year were on an Arm's Length basis and were in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 - as per Annexure "A".

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz. https://aiaengineering.com/ wp-content/uploads/2025/04/Policy-Related-Party-Transction-1.pdf.

Credit Rating:

CRISIL has reaffirmed the Long Term rating and reaffirmed the Short Term rating of the Company as CRISIL AA /Positive and CRISIL A1 respectively.

Dun & Bradstreet Information India Private Limited (D&B) has evaluated the Company during September, 2024 and reassigned a Dun Bradstreet Rating of 5A I, which indicates that overall status of the Company is "Strong".

5. HUMAN RESOURCES:

Among the various resources essential for the success of any organisation, human capital stands as one of the most impactful. Recognising its significance, your Company dedicates considerable time and effort to nurturing and developing this invaluable asset, ensuring its optimal contribution to the Company's growth and success.

Every asset requires careful management, maintenance and development-human resources are no exception. Given its critical importance, Company continuously seeks innovative and efficient approaches to talent management. To achieve this, your Company collaborates with leading global agencies and consultants, ensuring access to top-tier professionals in its domain.

Securing exceptional talent is just the beginning; fostering growth through structured training is equally vital. Company upholds a corporate philosophy of

continuous improvement, offering comprehensive orientation programs and periodic skill enhancement initiatives. To facilitate this, it has established a dedicated training and development cell that systematically tailors programs based on individual skill mapping.

Employee safety and well-being are foundational to our corporate ethos. Company prioritises both physical and mental health by promoting safe work practices and championing holistic wellness. Regular wellness sessions, such as expert-led yoga workshops, underscore its commitment to the overall well-being of its workforce.

Just like any asset, employees have a lifecycle and optimising it is a scientific and strategic endeavor. Your Company meticulously structures each stage— onboarding, training, career progression and succession planning—to maximise value. Objective performance appraisal system of the Company ensures fairness, accountability and meaningful growth opportunities for all team members.

At the heart of its organisational philosophy lies continuous refinement of HR practices. Through collaboration with leading consultants, Company remains at the forefront of talent acquisition, organisational structuring and human resource management. While honoring the core values, Company embraces modern strategies and innovations to enhance operational efficiency, leveraging its carefully curated talent pool to propel its growth trajectory.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of Financial Year on 31 March, 2025 to which the Financial Statements relates and the date of this Report.

7. BUSINESS PROSPECTS:

Company's future growth of business is always linked to growth of the industries like Mining, Cement and Thermal Power generation.

Company's focus is to provide comprehensive solutions which are aimed at not only reducing the cost of consumable wear parts which are used in the process of Grinding and Crushing in the above industries through reduced wear rates but also to focus on reducing the overall cost of ownership in the hands of the customer by increasing the grinding efficiency, increasing the throughputs and reducing other operating expenses by customising tailor made solutions to suit the requirement of a given customer.

Cement Industry is largely converted into High Chrome Mill Internals use, Company's growth is linked mainly to the overall growth of the Industry. Cement industry growth remains low on account of heavy infrastructure already built in the western world and China, which drove global growth in Cement consumption in last two decades, also tapering down its consumption. Company continues remain closely involved with all key Cement manufacturers and invest resources to be able to help them optimise their grinding operations and remain a valued partner.

Major growth driver for Company continues to be the huge conversion opportunity available in the Mining Industry space. The addressable market opportunity is around 2 million tonnes (of annual consumption) for the three ores on which the Company is focused upon viz. Gold, Copper and Iron Ore. The level of penetration of High Chrome Grinding Media is less than 25%, which offers a significant opportunity for growth through conversion from Forged Grinding Media to High Chrome Grinding Media.

Further, in addition to Grinding Media as the main product supplied to the Mining Industry, Company is also very excited about prospects for growth in the Mill Liner Segment where the Company is manufacturing and supplying Metal Liners based on unique patented Mill Liner design licensed by the Company as well its own proprietary designs, which helps the Company in offering multiple advantages including improved throughputs and reduced power costs.

Company is addressing the mining opportunity of conversion through a combination of solutions based on the requirement of a mining customer. The focus is on improving Grinding efficiency through a unique solution based approach. This includes cost savings through lower wear rates and lower consumptions owing to the High Chrome advantage; Down process related benefits in the form of reduction in the cost of other expensive reagents/improvement of recoveries by use of High Chrome Grinding Media; and lastly unique Mill Lining solutions having the effect of increasing the throughput and reduction in the power cost. Company is also offering unique Mill Liners to the mining market and widening its wallet share and value addition with customers. Company's dedicated Greenfield Mining Liner plant coupled with the strategic stake acquired in Mill liner design centric Company-MPS, Australia is helping the Company in taking incremental market share in this segment, as well as offer higher cross selling opportunities for Grinding Media. Commissioning of said Mining Liner plant resulted in increase in capacity by 20,000 MT.

Going forward, Company continues to build on its competencies to offer material value addition to its

customers in form of increase in throughput, increase in yield of gold and copper ores and reduction in operating costs in terms of wear costs, power costs and reagent consumption. This value addition is offered by continuous and direct engagement with operations personnel at plants in different countries and ensuring that a custom designed solution is offered to meet their specific objectives and engage with them on a continuous improvement journey to measure and ensure the benefits accrue over the lifetime of our solution.

In F.Y. 2025, the world continues to battle economic shocks and uncertainty, and the Company is also affected by these global macro developments. Most importantly, regimes in many countries are advocating restricted market access for many product categories. Each country is going through its own upheaval in regards to this. Your Company is also affected by this uncertainty and has effectively re-worked the strategy of mitigating the same through a combination of positive steps, inter alia, including setting up of Satellite plants outside India- initially in China and Ghana, so as to overcome the Supply chain constraints and also unlock the regional growth opportunities in the key Global markets.

The Company is extremely confident of the long term prospects of sustained growth through new customer acquisitions in the Mining Segment. Company believes that it has certain distinct competitive advantages given its unique product offerings coupled with highly efficient plants in India, duly supported by a strong global sales force and support infrastructure in the form of Company's global offices and warehouse infrastructure and continued developmental efforts aimed at making its solutions very potent - all these factors are giving the Company the confidence that it should emerge as a dominant supplier of Mill Internals in the Mining space as well.

Company continues to maintain its significant market share as a supplier of large castings to the Thermal Power Plant Industry in India. Although this is relatively a smaller business, it is still an important business for the Company.

8. FUTURE EXPANSION:

Over the past years, Company has witnessed a positive trend in net cash generated from operating activities despite having challenges related to the metal prices, freight costs and global economic growth. This demonstrates our strong capital efficiency, i.e. effective conversion of operational performance into cash flows, which is vital for funding our growth initiatives and meeting our financial obligations. With a commitment to long-term growth, we have consistently prioritised

allocating substantial financial resources towards capital expenditure. These strategic investments are designed to enhance operational capabilities, support expansion plans and ensure a robust and sustainable future for your Company. Accordingly, the capex proposals are from internal cash accruals.

The Company's current capacity stands at 4,60,000 MT per annum.

Company is reviewing implementation of manufacturing plants at China and Ghana in phased manner. Company is also evaluating Indonesia, Thailand and other geographic locations for setting up of similar manufacturing facilities.

Being a responsible corporate citizen, we are dedicated to the conservation of environment. The Company recognises the significance of renewable energy in combating climate change. Keeping this as our primary objective for Financial Year 2025-26, the Company further plans to invest in Renewable Energy Projects (including Solar and Wind) by investing ' 30 to ' 40 Crores. In fiscal year 2025-26 from Second Half, it is estimated that 60% to 70% of total power consumed will come from renewable sources.

9. SUBSIDIARY COMPANIES/ASSOCIATE COMPANY:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing salient features of Financial Statement of Subsidiary Companies in Form AOC 1 is given as Annexure "B". The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies and Joint Ventures.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the website of your Company at https://aiaengineering. com/investor-financials/

During the year under review, wholly owned subsidiary of the Company i.e. Vega Industries (Middle East) FZC has incorporated a wholly owned subsidiary in UAE viz. Vega Industries Middle East (DFTZ)FZE. Vega Industries (Middle East) FZC, UAE has additionally acquired 13% stake in the business of Vega MPS Pty Ltd., Australia making total stake of 56%.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees' grievances in a timely manner and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. CORPORATE GOVERNANCE:

In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations").

A separate Report on Corporate Governance and Practicing Company Secretary's Report thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of Operations, International Markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate Statement, which forms part of this Annual Report.

14. RISK MANAGEMENT:

Risk Management Process is navigating a Dynamic Environment. The Company faces diverse risks in its operations and commitments. In response, Company has instituted a robust risk management process that empowers it to identify, assess and mitigate such risks proactively. The Risk Management approach of the Company is pivotal in protecting its stakeholder's interests, ensuring consistent and sustainable growth, augmenting its value and successfully realising its strategic objectives.

Risk Management Process Risk Identification:

• Identifying potential events impacting the successful implementation of strategies or the achievement of objectives.

• Events can arise from internal or external factors.

• Identified risks are then classified into three categories: Unit risk, Industry risk and Macroeconomic risk.

Risk Assessment and Mitigation

• Perform risk assessment to evaluate the potential impact of identified risks on achieving objectives.

• Risks are classified as Low, Medium or High based on their assessed impact and likelihood.

• To address the risks, mitigation plans are developed with specific timelines for implementation.

Creating and updating Risk Register

• Identified risks and approved mitigation plans are recorded in risk registers.

• Risk registers are reviewed and updated every quarter.

Risk Monitoring

• Monitoring the approved mitigation plan closely.

• Providing regular updates on the progress of its execution.

Review and Reporting

• Periodically identify and report top-priority risks and any significant policy deviations.

Risk Governance Structure Board of Directors

The highest level of authority responsible for overseeing the overall risk management activities of the organisation.

Risk Management Committee (RMC)

Key to guiding the development of the Risk Management framework; monitoring and reviewing the Risk Management Policy and reporting to the Board on Risk Management activities.

Chief Risk Officer (CRO)

The CRO oversees risk management processes at the management level, reviewing reports of Risk Champions for reporting to the RMC, ensuring alignment with the risk management framework objectives, serving as a communication link between the RMC and Risk Champions and recommending framework improvements in line with global best practices.

Risk Champions

Unit heads and Head of Departments designated as Risk Champions monitor the external, macro-economic and industry landscapes, identify and assess risks and develop appropriate mitigation strategies within their respective areas of responsibility.

Risk Coordinators

Individuals designated as Risk Coordinators work closely with Risk Champions to support risk management activities in monitoring risks, implementing mitigation strategies and ensuring effective communication within their designated areas.

Enterprise Risk Management (ERM) Framework

Company's robust ERM Framework guides its practices in identifying, mitigating and monitoring key business risks. Company's risk management framework is aligned with operational and strategic objectives to enhance operational efficiency and safeguard shareholder's value. The framework offers a holistic view of your Company's strategic and operational risk position, facilitating continuous assessment and monitoring of overall risk exposure.

Aligning ERM with COSO framework

Your Company's Risk Management Policy aligns its risk management framework with the globally recognised Committee of Sponsoring Organisations (COSO) Framework for Enterprise Risk Management, integrating risk with strategy and performance. This commitment has competitively positioned the Company in a dynamic market. By incorporating risk into strategy-setting, your Company makes informed decisions, strategically allocate capital, strengthen risk oversight and manage performance effectively. This approach empowers the Company to identify opportunities within its risk appetite, foster resilience and enhance its marketplace reputation.

Internal Control Systems

To supplement its ERM framework, the Company has implemented robust internal control systems to ensure efficiency in operations, optimum utilisation of resources, reliable financial reporting and compliance with all applicable laws & regulations. The internal control system is aligned with the COSO Internal Control Integrated Framework. Well-defined Risk Control Matrices of the Company serve as the primary document for internal control assessment, categorised into entity and process-level controls and IT controls. The design and operating effectiveness of internal controls are evaluated by the Internal Auditors (all controls) as well as by the Statutory Auditors (controls concerning financial statements). The findings are presented to the Audit Committee on a periodic basis.

Key Risks

Please refer to the Management Discussion and Analysis Section of this Report which describes key risks that may impact the operation of the Company.

15. POLICIES:(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy through which the Company encourages employees to bring to the attention of Senior Management including Audit and Risk Management Committee, any unethical behavior

and improper practice and wrongful conduct taking place in the Company. The brief details of such vigil mechanism forms part of the Corporate Governance Report.

(b) Policy on protection of Women against Sexual Harassment at Workplace:

I n line with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report of this Annual Report. The Company has not received any complaint during the Financial Year 2024-25 in this regard.

(c) Code of Conduct to Regulate, Monitor and Report Trading by Insiders:

In Compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor's Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility and Sustainability Report:

In pursuance of Regulation 34 of SEBI LODR Regulations, top 1000 companies based on market capitalisation (calculated as on 31 March of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility and Sustainability Report is annexed herewith as Annexure "C".

(e) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI LODR Regulations. The Policy is hosted on website of the Company at https://aiaengineering.com/wp-content/uploads/2025/04/Dividend-Distribution-Policy.pdf.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(KMP):

(a) Board of Directors and KMP

The Board of Directors of the Company is led by the Non-Independent - Non Executive Chairman and comprises eight other Directors as on 31

March, 2025, including one Managing Director, one Whole-Time Director, three Independent Directors (including one Woman Independent Director) and three Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency), the Board of Directors recommends the reappointment of Mrs. Khushali Samip Solanki (DIN: 07008918), Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

The Board of Directors also recommends the reappointment of Mr. Yashwant Manubhai Patel (DIN: 02103312), a Whole-Time Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

During the year under review, Second consecutive term of office of Mr. Rajendra Shantilal Shah (DIN : 00061922), Mr. Dileep Chinubhai Choksi (DIN : 00016322) and Mr. Sanjay Shaileshbhai Majmudar (DIN: 00091305) as Independent Directors of the Company ended on 10 September, 2024.

Mrs. Janaki Udayan Shah (DIN: 00343343) who was appointed as an Independent Director for a period of 5 consecutive years from 12 August, 2019 to 11 August, 2024, has been re-appointed as an Independent Director for a second consecutive term of five years from 12 August, 2024 to 11 August, 2029.

Mr. Piyush Balvantlal Shah (DIN: 00155760) has been appointed as an Independent Director w.e.f. 9 September, 2024 for a first consecutive term of five years.

Mr. Rajendra Shantilal Shah (DIN: 00061922) and Mr. Sanjay Shaileshbhai Majmudar (DIN:00091305) have been appointed as Non-Executive and NonIndependent Directors of the Company w.e.f. 13 September, 2024. Appointments of Mr. Piyush Balvantlal Shah, Mr. Rajendra Shantilal Shah and Mr. Sanjay Shaileshbhai Majmudar have been approved by shareholders on 14 November, 2024. The Board on recommendation of Nomination and Remuneration Committee, appointed Mr. Udayan Dileep Choksi (DIN: 02222020) as an Independent Director for the first consecutive term of 5 years from 20 September, 2025 and

proposed a resolution for members' approval at the ensuing Annual General Meeting.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Directors proposed for appointment/reappointment have been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, seven Board Meetings and four Audit Committee Meetings were convened and held. The detail of composition of Audit Committee is as under:-

Mr. Rajan R. Harivallabhdas, Chairman

Mrs. Janaki U. Shah, Member

Mr. Sanjay S. Majmudar, Member

Mr. Piyush B. Shah, Member

All recommendations made by the Audit

Committee during the year were accepted by the

Board.

The details of Composition of all the Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

(c) Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March, 2025.

(i) Audit Committee

(ii) Stakeholders Relationship Committee

(iii) Nomination and Remuneration Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarisation Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the

Company by specifying them in their Appointment Letter alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarisation programmes for Independent Directors is posted on the website of the Company and can be accessed at https://aiaengineering. com/wp-content/uploads/2025/07/Independent-Director-Familiarization-Program-2024-25.pdf.

(f) Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a Part of the Board's Report. The detailed Policy is placed on the website of the Company at https://aiaengineering.com/wp-content/ uploads/2025/04/Nomination-Remuneration-Policy-.pdf.

(g) Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that—

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 and of the profit of the Company for that period;

iii. 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;

iv. the Directors have prepared the Annual Accounts on a going concern basis;

v. 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

vi. 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.

17. AUDITORS:

Statutory Auditors:

BSR & Co. LLP, Chartered Accountants (Firm Registration 101248W/W-100022) were re-appointed as Statutory Auditors of the Company for a period of five years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting.

The Report given by the Auditors on the Financial Statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Auditors:

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLP, Chartered Accountants as Internal Auditors of the Company and ADCS & Associates, Chartered Accountants as Internal Auditors for its Nagpur Unit for the Financial Year 2025-26.

On the recommendation of the Audit Committee, Board of Directors has also appointed Sharp & Tannan Associates, Chartered Accountants, as Internal Auditors to carry out Internal Audit for the Procurement, Store Management and Finance & Accounts Functions of the Company for the F.Y. 2025-26.

Cost Auditors:

The Cost Auditors has filed the Cost Audit Report with Ministry of Corporate Affairs for the Financial Year ended 31 March, 2024 on 21 August, 2024.

The Board of Directors on the recommendation of the Audit Committee has appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the Financial Year 2025-26. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking members' ratification to the remuneration payable to Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 35th Annual General Meeting.

Secretarial Auditors:

Pursuant to Regulation 24A of SEBI LODR Regulations, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (Peer Review No. 1200/2021), Ahmedabad as Secretarial Auditors of the

Company for a term of five years to hold office from 1 April, 2025 to 31 March, 2030 to conduct Audit of the Company's Secretarial and other related records.

The Report on the Secretarial Audit for the year ended 31 March, 2025 is annexed herewith as Annexure "D" to this Board's Report. The remarks made in the Secretarial Report are self-explanatory.

18. PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

The additional information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith to this report.

19. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) viz. Ind AS-27, Ind AS-28 and Ind AS-110 issued by the Ministry of Corporate Affairs, form part of this Annual Report.

20. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, Annual Return of the Company as on 31 March, 2025 is hosted on website of the Company at https://aiaengineering.com/wp-content/uploads/2025/08/Annual-Return.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review, was ' 2,096.55 Lakhs and the Company has spent ' 2,096.55 Lakhs during the Financial Year ended 31 March, 2025. The requisite details of CSR activities carried by the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure "E".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the Board's Report.

22. PARTICULAURS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure "F". The Statement containing 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 not applicable as there was no employee falling under the criteria specified in aforesaid Rule 5(2) and 5(3).

23. ENVIRONMENT, HEALTH AND SAFETY:

Your Company's environmental strategy is guided by the principles of the circular economy. Your Company is committed to minimising its environmental impact through responsible resource use, waste reduction, and pollution prevention.

Key initiatives include:

> Elimination of plastic below 50 microns across operations to reduce plastic pollution.

> Waste to Wealth: Transforming industrial waste into reusable resources through innovative recycling and recovery solutions.

> Enhanced resource efficiency: Prioritising better raw materials and technologies to reduce input consumption.

> GHG emissions accounting across Scope 1, 2

and 3: Since 2021, Company has been diligently estimating its GHG emissions, covering Scope 1,2, and 3 categories. Currently, Company is exploring the feasibility of aligning with international guidelines by setting an emissions reduction target.

> Investment in renewable energy generation and low-carbon fuel adoption to lower carbon footprint.

> Water conservation and energy optimisation

with continuous monitoring and improvement measures.

HEALTH & SAFETY:

Company is building a zero-harm safety culture anchored in care, trust, and responsibility. Its proactive approach aims at preventing incidents and protecting the physical and mental well-being of every employee. The Health, Safety, and Environmental Management System at the Company epitomise its unwavering dedication to safeguarding the environment, fostering a conducive working atmosphere and ensuring the well-being and safety of all individuals, including employees, contractors, and visitors.

> Strong safety governance framework, ensuring compliance with all legal and company-specific standards.

> Regular training, awareness programs and

behavior-based safety initiatives.

A culture that empowers employees to take ownership of their own and their colleagues' safety.

> Periodic safety audits, risk assessments, and emergency preparedness drills across all locations.

> Promotion of occupational health through health camps, medical check-ups and stress management initiatives.

SUSTAINABILITY & SOCIAL RESPONSIBILITY:

Your Company's approach to sustainability is holistic— integrating environmental, economic and social aspects for long-term value creation. The Company fosters an environment where the well being and safety of its workforce and community are of utmost importance. It believes collaborative approach is a prerequisite to success. It also believes in contributing to a knowledge-based and inclusive society through:

> Collaboration with universities to foster innovation and R & D through joint projects and applied learning.

> Establishment Skill Development Centre at GPERI, Mehsana, (Gujarat Technological University - AIA Foundry) to enhance industry-readiness among youth.

> Establishment of in-house Knowledge Center to enhance knowledge of workforce.

> Evaluate the ESG health of the vendors: Ensuring that supplier adheres to ethical and ESG standards through the supply chain by vendor assessment.

> Strategic CSR investments aimed at healthcare, education, livelihood and community infrastructure development.

> Company is supporting its customers in their Net Zero transition by providing sustainable and efficiency-enhancing products.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.