Your Directors present the NINETIETH ANNUAL REPORT of your Company together with the Audited Statements of
Accounts for the year ended 31st March, 2025.
1. FINANCIAL RESULTS (Amount in g)
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Year ended
31st March, 2025
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Year ended
31st March, 2024
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Profit/Loss for the year
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(9,89,047)
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(8,05,271)
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Less: Provision for Current Tax
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—
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--
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Total
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(9,89,047)
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(8,05,271)
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Less: Prior Year Tax adjustments
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—
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—
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Less: Additional Depreciation pursuant to enactment of
Companies Act 2013
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--
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--
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Add: Balance of Profit brought forward
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(1,63,07,590)
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(1,55,02,319)
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Balance carried to Balance Sheet
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( 1,78,10,503)
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(1,63,07,590)
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2. DIVIDEND
In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change, in the nature of business of the Company.
4. MANAGEMENT ANALYSIS
The Company is exploring diversification into allied activities within the ambit of the Objects Clause in the
Memorandum of Association.
5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT
There has been no material change between the end of the Financial Year and the date of the Board Report.
6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
There are adequate internal control procedures commensurate with the size of the Company and the nature
of its business, for the purchase of inventory and fixed assets and for the sale of goods.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on the date of this Report, the Company has no Subsidiary or Joint Venture.
8. ASSOCIATE COMPANIES
As on the date of this Report, there is one associate company. i.e. Apurva Investments Company Limited
9. FIXED DEPOSITS
The Company has not invited/accepted any deposits from the public during the year ended 31st March, 2025.
10. AUDITORS
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation from the Directors
11. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is
uploaded on the website of the Company at www.aecl.net.in
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The nature of business being retailing, providing information with regard to conservation of energy and
technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules thereunder
and forming part of this Report does not arise for your Company.
Further, the Company neither used nor earned any foreign exchange during the year under report.
13. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth as well as its net profits are both below the minimum prescribed limits,
the provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the
Companies (Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate
Social Responsibility are not required to be given.
14. DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of Independence as laid down
under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Mr. Milan B. Dalal, Director (DIN 00062453), retires at the ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment.
Mr. V M Satyan, Independent Director of the company cessed to be a director of the company w.e.f. 26-09¬
2025, due to his completion of two terms as independent Director of the Company.
Nomination Remuneration Committee in there meeting held on September 03, 2025, has appointed Mr. B
Ravindra Nath Reddy, Miss. Aradhana Kurup, Mr. Ashith Kampani, Mr. KrishnaPrasad Ramanathan as the
Additional Independent Directors effective from September 03, 2025.
Nomination and Remuneration Committee in their meeting held on September 03, 2025 has appointed
Mr. Satyen Dalal, as Whole Time Director of the company for a period of five years without remuneration.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2024-2025, the Board of Directors met 5 times viz. on May 27, 2024, August 13, 2024, October
14, 2024, October 17, 2024 and January 27, 2025
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered
in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required
to be furnished.
Details of investments in all bodies corporate are given in Note No.4 in the Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company's contract with related parties is given in Note No. 19 of the Financial Statement has not entered
into any contract or arrangement with related parties.
18. MANAGERIAL REMUNERATION
The Key Managerial Personnel are not paid any remuneration.
19. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kulkarni Pore &
Associates LLP, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for a period
of five years commencing from the financial year 2025-26 to the financial year 2029-30
The Secretarial Audit Report for the year ended 31-03-2025 issued by M/s Sanjay Soman & Associates is
annexed as Annexure I and forms part of this Report.
20. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is
not required to furnish any certificate with regard to Corporate Governance.
21. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is
not required to furnish any report regarding Risk Management Policy.
22. PARTICULARS OF EMPLOYEES
During the year under report, there was no employee of the category mentioned in Section 134 of the
Companies Act, 2013 and the Rules thereunder and hence information in this regard is not required to be
furnished.
23. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Committees of the
Board and individual Directors pursuant to the provisions of the Act and Securities and Exchange Board of
India (“SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board reviewed the
performance of the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful
and constructive contribution and inputs in Meetings. The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent
Directors, performance of non-Independent Directors was evaluated.
24. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.
2. They have selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year covered under this Report and of the profit of the Company for
the year.
3. They 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.
4. The Annual Accounts have been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively.
25. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the
employees of your Company.
FOR AND ON BEHALF OF THE BOARD
MILAN DALAL DEVANSHU DESAI
Mumbai Director Independent Director
Dated: September 03, 2025 DIN: 00062453 DIN: 00493980
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