AeonX Digital Technology Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present their 33^rdAnnual Report together with the Audited Financial Statements of your Company
for the year ended 31^st March, 2025. The section on the Management Discussion and Analysis (MD&A) forms a part of this
report.

FINANCIAL RESULTS

The following figures summaries the financial performance of your Company during the year under review:

(E in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Operations	2,490.61	1,201.67	3,480.81	3,431.24
Other Income	458.99	312.86	503.25	329.16
Total Income	2,949.60	1,514.53	3,984.06	3,760.40
Less : Total Expenditure	2,455.29	1,388.23	3,306.10	3,360.34
Profit/(Loss) before Interest, Depreciation and Tax	494.31	126.30	677.96	400.06
Less : Finance Cost	8.10	0.18	10.96	51.89
Profit/(Loss) before Depreciation and Tax	486.20	126.12	667.00	348.17
Less : Depreciation	39.70	2.19	90.01	94.53
Profit/(Loss)before Tax	446.51	123.93	577.00	253.62
Less: Exceptional Items	-	(113.21)	-	(113.21)
Profit/(Loss)before Tax after Exceptional Items	446.51	237.14	577.00	366.84
Less : Tax Expenses
Current Tax	106.50	53.01	134.00	95.01
Deferred Tax	3.54	0.52	21.74	(4.80)
Tax adjustment earlier year	27.66	4.32	16.65	3.66
Profit/(Loss)for the year	308.81	179.28	404.61	272.96
Add: Other Comprehensive Income
i. Re-measurement gain/(loss) on the Defined Benefit Plans	(2.43)	1.01	(2.43)	(4.52)
ii. Income tax on (i) above	0.61	(0.25)	0.61	1.14
Total Comprehensive Income for the year	306.98	180.04	402.79	269.58

OVERVIEW OF THE FINANCIAL PERFORMANCE

Standalone Financial Performance: During the financial year 2024-25, the Company achieved significant growth in its
standalone operations. Revenue from operations increased to Rs. 2,490.61 Lakhs, nearly double the Rs. 1,201.67 Lakhs recorded in
the previous year. Other income also rose to Rs. 458.99 Lakhs from Rs. 312.86 Lakhs in the prior year. Consequently, the Company
reported a net profit after tax of Rs. 309.92 Lakhs, marking a substantial improvement over the previous year''s Rs. 179.29 Lakhs.

Consolidated Financial Performance: On a consolidated basis, the Company delivered a total income of Rs. 3,984.06 Lakhs in
FY 2024-25, compared to Rs. 3,760.40 Lakhs in the previous year. Total expenses stood at Rs. 3,404.95 Lakhs, resulting in a profit
before tax of Rs. 579.11 Lakhs. After accounting for taxes, the consolidated net profit rose to Rs. 405.72 Lakhs, as against Rs.
272.96 Lakhs in FY 2023-24.

The overall improvement in both standalone and consolidated performance reflects the Company''s focus on efficient resource
utilization and the continued expansion of the Company.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL
PERFORMANCE OF THE COMPANY

Aeonx Digital Solutions Pvt. Ltd.: Aeonx Digital Solutions Pvt. Ltd., a Wholly Owned Subsidiary, played a crucial role in the
company''s growth during the fiscal year 2024-25. The subsidiary leveraged its expertise in digital technology to enhance customer
experiences and optimize internal operations, contributing significantly to the overall results. Aeonx Digital Solutions reported a
total revenue of Rs. 2,140.78 Lakhs, marking a increase from Rs. 2,014.85 Lakhs in the previous financial year. The subsidiary''s net
profit for the year was Rs. 95.80 Lakhs.

DIVIDEND

Considering the performance of the Company and to appropriately reward the Members of the Company, your Directors are
pleased to recommend a dividend of Rs. 1.00/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended 31^st March,
2025. This dividend is subject to the approval of the Members at the ensuing Annual General Meeting and if declared, Members
whose names appear on the Register of Members on record date i.e. Tuesday, 16^th September, 2025 will be entitled to dividend.

In the previous year the Company paid a dividend of Rs. 1.00/- per equity share (i.e. 10%) of Rs. 10/- each of the Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose transfer of any sum to the general reserves.

SHARE CAPITAL

During the financial year 2024-25, there is no change in the authorized, issued, subscribed and paid-up share capital of the
Company. As on 31st March, 2025, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of 50,00,000
equity shares ofRs 10/- each and 20,00,000 11% preference shares ofRs 10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2025 is Rs. 4,60,03,430/- comprising of
46,00,343 equity shares ofRs. 10/- each.

During the year under review, the Company has not issued shares with differential rights as to dividend, voting or otherwise or
bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, under
any scheme.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the Company by holding 25,18,632 Equity
Shares ofthe Company i.e. 54.75%, at the end ofthe financial year 31^st March, 2025.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

As on date, your Company is a holding company of Aeonx Digital Solutions Private Limited. In a strategic move to realign and re¬
segment the company into a fully software technology and cloud company.

Your Company does not have any Associate or Joint Venture Companies within the meaning of Section 2(6) of the Act.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the
Company''s subsidiary in Form AOC-1 is attached to the financial statements ofthe Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other
relevant documents and audited accounts of the said subsidiary company, is available on the website of the Company at
http://www.aeonx.digital.

SIGNIFICANT EVENTS DURING THE FY 2024-25 AND TILL THE DATE OF REPORT
Employee Stock Option Plan

The Company in its 32nd Annual General Meeting which was held on 27^th September, 2024, has approved the Employee Stock
Option Plan for grant Option up to 2,30,000 to its employee.

In terms of the provisions of applicable laws and pursuant to the approval of the Board and the members of your Company on 27^th
September, 2024, the Nomination and Remuneration Committee has implemented the Employee Stock Option Plan 2024
(ESOP 2024).

In terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations"), the details of the Stock Options granted under the above mentioned Scheme is available on your Company''s website
https://www.aeonx.digital.

Relevant disclosure prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 (18 of 2013)
including the ''Guidance note on accounting for employee share-based payments'' issued in that regard from time to time:

Refer Note No. 40 forming part of the standalone financial statements and Note No. 40 of the consolidated financial statements for
the financial year 2024-25. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (Ind
AS) 102 - Share Based Payment.

Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance
with ''Accounting Standard - Ind AS 33 - Earnings Per Share'' issued by Central Government or any other relevant
accounting standards as issued from time to time:

Diluted EPS for the year ended March 31, 2025 is disclosed in Note 32 (Earnings per Share) of standalone financial statements and
Note 32 of consolidated financial statements.

I. General terms and conditions of the Plan:

Sr. No.	Particulars	Details of the Plan
1.	Date of shareholders’ approval	27th September, 2024
2.	Total number of options approved	2,30,000 (Two Lakhs Thirty Thousand)
3.	Vesting requirements	Option granted under the Plan shall vest not earlier than minimum period of 1 (one) year and not later than maximum period of 3 (three) years from the date of Grant of Options.
		Provided further that in the event of Death or Permanent Incapacity of an Employee, the minimum Vesting Period shall not be applicable and in such instances, all the Unvested Options shall vest with effect from date of the Death or Permanent Incapacity.
4.	Exercise price or pricing formula	The Exercise Price per option shall be the face value of equity shares of the Company as on Grant Date.
5.	Maximum term of options granted	Option granted under the Plan shall vest not earlier than minimum period of 1 (one) year and not later than maximum period of 3 (three) years from the date of Grant of Options.
		Provided further that in the event of Death or Permanent Incapacity of an Employee, the minimum Vesting Period shall not be applicable and in such instances, all the Unvested Options shall vest with effect from date of the Death or Permanent Incapacity.
6.	Source of shares (primary, secondary or combination)	Primary (The Plan contemplates issue of fresh equity shares by the Company).
7.	Variation in terms of options	Not Applicable

II. Method used to account for ESOP -Intrinsic or fair value:

The Company shall adopt fair valuation method (Black-Scholes Model) for purpose of valuation of option as applicable.

III. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between
the employee compensation cost so computed and the employee compensation cost that shall have been recognized
if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of
the company shall also be disclosed:

NotApplicable

IV. Option movement during the year:

Particulars	Details
Number of options outstanding at the beginning of the period
Number of options granted during the year	11,500
Number of options forfeited / lapsed during the Year	NA
Number of options vested during the year	NA
Number of options exercised during the year	NA
Number of shares arising as a result of exercise of options	NA
Money realized by exercise of options (INR), if scheme is implemented directly by the company	NA
Loan repaid by he Trust during the year from exercise price received	NA
Number of options outstanding at the end of the year	11,500
Number of options exercisable at the end of the year	NA

V. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options
whose exercise price either equals or exceeds or is less than the market price of the stock:

Weighted-average exercise price	Rs. 10
Weighted-average fair value as on date of grant	Rs. 134.37

VI.Employee wise details of options granted during FY 2024-25 to:

Name	Designation	Number of options granted during the year	Exercise Price Per option
Mr. Deepak Bharadwaj	Chief Executive Officer	11,500	Rs. 10

VII. Description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:

a.	(I) Weighted-average values of share price	Rs. 134.37
	(II) Exercise price	Rs. 10
	(III) Expected volatility	127.8%
	(IV) Expected option life	3.5 years
	(V) Expected dividends	0.72%
	(VI) Risk-free interest rate	6.85%
	(VII) Any other inputs to the model	-
b.	The method used and the assumptions made to incorporate the effects of expected early exercise	It is the period for which the Company expects the option to be alive. The Minimum life of stock options is the minimum period before which the options cannot be exercised, and the maximum life is the period after which the options cannot be exercised.
		As per Employee Stock Option Scheme "Employee Stock Options granted under the Plan shall vest not earlier than minimum period of 1 (one) year and not later than maximum period of 3 (three) years from the date of Grant ofOptions.
c.	How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility?	It is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period. The period to be considered for volatility must be adequate to represent a consistent trend in the price movements and the movement due to abnormal events if any gets evened out. There is no research that demonstrates conclusively how long the historical period used to estimate expected long-term future volatility should be. However, informal tests and preliminary research tend to confirm that estimates of expected future long¬ term volatility should be based on historical volatility for a period that at least approximates the expected life of the options being valued. In our case, since the equity shares of the Company are listed on stock exchanges and therefore, for the purpose of calculating volatility of the Company, we have considered previous 3.5 years volatility of the company''s stock price.
d.	Whether and how any other features of the option granted were incorporated into the measurement of fair value, such as a market condition

VIII. Disclosures in respect of grants made in three years prior to IPO under each ESOS

NotApplicable

ISSUE OF CONVERTIBLE WARRANTS ON A PREFERENTIAL BASIS

ALLOTMENT OF WARRANTS TO M/S AURAALKALIES AND CHEMICALS PRIVATE LIMITED:

The Company has issued 2,41,000 Convertible Warrants @ Rs. 162.85 per Warrant, Convertible into Equity Shares of Rs. 10 each
to M/s Aura Alkalies and Chemicals Private Limited on 4th July, 2025, subject to the approval of the Stock Exchange. The said
warrants were issued with an option to convert it to equity.

Brief Particulars ofthe issue are given below:

Name of Security	Convertible Warrants
Date of Issue (Shareholders Approval)	4th July 2025
Number of warrants	2,41,000
Method of allotment	Preferential Issue
Name of Allottee	Aura Alkalies and Chemicals Private Limited
Issue Price	Rs. 162.85 (Rupees One Hundred Sixty Two and Eighty Five paisa) per warrant
Maturity Date	Any time after the date of allotment but on or before the expiry of 18 (eighteen) months
Amount raised	25% of the consideration has been collected upfront from the holders of the warrants
Terms and conditions	• Subject to lock- in as per SEBI Regulations. • Warrants shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock -in provided under SEBI (ICDR). • Warrants shall be issued only in dematerialized form. • In case Warrant Holder do not exercise Warrants within the Warrant Exercise Period, the Warrants shall lapse and the amount paid shall stand forfeited by the Company • The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any special voting rights in the Company in respect of such Warrants.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr.
Manan Shah (DIN: 06378095), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the
ensuing Annual General Meeting.

Appointment/Re-Appointment of Director

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 14^th August,

2024, appointed Mr. Viraj Mehta (DIN: 09226350) as an Additional Director in the capacity of Independent Director for a term of
five consecutive years, subject to the approval ofthe Shareholders ofthe Company.

Special resolution seeking approval of the shareholders for his appointment as Non-Executive, Independent Director on the Board
of Directors ofthe Company was approved at 32^nd Annual General Meeting.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 10^th February,

2025, appointed Mrs. Akhila Agnihotri Samdaria (DIN: 07028159) as an Additional Director in the capacity of Independent
Director for a term of five consecutive years, subject to the approval of the Shareholders ofthe Company.

Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 8* May,
2025 and the result of the same was duly declared on the same day itself.

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and
possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the
context of Company''s business(es) and sector(s) for the Company to function effectively.

Completion of Second Term of Directors

During the year under review, the following directors completed their second term as an Independent Director of the Company:

1. The second term of Mr. Manoj Ganatra as Independent Director ended on 26^th September, 2024 and accordingly, he
vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance
rendered by him during his tenure.

2. The second term of Mrs. Hina Shah as Independent Director ended on 11^th February, 2025 and accordingly, she
vacated her office. The Board places on record its sincere appreciation for the valuable services and guidance
rendered by her during her tenure.

3. The second term of Mr. Shekhaar Shetty as Independent Director ended on 17 ^{May, 2025 and accordingly, he}

vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance

rendered by him during his tenure.

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Act read with
the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"Listing Regulations").

a) Mr. Manoj Ganatra (Ceased w.e.f26.09.2024)

b) Mr. Shekhaar Shetty (Ceased w.e.f 17.05.2025)

c) Mrs. Hina Shah (Ceased w.e.f 11.02.2025)

d) Mr. Ketan Shrimankar

e) Mr. Viraj Mehta (Appointed w.e.f 14.08.2024)

f) Mrs. AkhilaAgnihotri Samdaria (Appointed w.e.f 10.02.2025)

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the Independent
Directors confirming that:-

• they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and are independent from the management and there has been no change in the circumstances
which may affect their status as independent director during the year.

• they have registered their names in the Independent Directors'' Databank.

Non-Executive Directors

The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred
by them for the purpose of attending meetings of the Company.

Key Managerial Personnel (KMP)

In terms ofthe provisions of Section 2(51) and Section 203 ofthe Companies Act, the following are the KMP of the Company:

a) Mr. Deepak Bhardwaj - Chief Executive Officer

b) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer

c) Mr. Mahendra Rane - Chief Financial Officer

Mr. Jitendra Kumar Jain, Chief Financial Officer of the Company had resigned from his office w.e.f 17^th May, 2024, citing
pursuance of better prospects. The Board takes this opportunity to acknowledge his service and places on record its appreciation for
the contribution made by him during his tenure. Mr. Mahendra Rane appointed as Chief Financial Officer of the Company w.e.f 14^th
August, 2024.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the financial year 2024-25 viz. on 17^th May, 2024, 14^th August, 2024,
13^th November, 2024, and 10^th February, 2025. The details of attendance of respective directors are given in the Corporate
Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act and
Regulation 17 ofthe Listing Regulations.

BOARD COMMITTEES

As per the applicable provisions of the Act and the Listing Regulations, the Company has formed the following statutory
committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

Detailed information of all the Committees and relevant information for the year under review are set out in the Corporate
Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the Part D of Schedule II of Listing Regulations, the Company has formed and
implemented Nomination and Remuneration Policy and the same is available on the Company''s website at www.aeonx.digital.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes.

The Company''s familiarization programme for Independent Directors is posted on the Company''s website at www.aeonx.digital.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation of the Board, its Committee and of
individual Directors has been made.

The manner, in which the evaluation has been carried out, forms part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Company''s Directors, based on the representations received
from the management, confirm that:

a. the applicable Accounting Standards have been followed in the preparation of the annual accounts along with the
proper explanation relating to material departures, if any;

b. they 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 the profit and loss ofthe Company for that period;

c. 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;

d. they have prepared the annual accounts on a going concern basis;

e. 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; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

Cautionary Statement

Statements made under this section describing the Company''s projections, estimates and expectations may be "forward-looking
statements" within the meaning ofapplicable securities laws and regulations. Importantfactors that could make a difference to the
Company operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic
and overseas markets in which the Company operates, changes in government regulations, tax laws and other statutes and
incidentalfactors. The information provided in Economy Outlook and Industry Scenario Outlook section is based on our internal
study, which is not prejudice.

Although the expectations are based on reasonable assumptions, the actual results might differ.

Economy Outlook

The global economy enters 2025 navigating a complex environment of technological acceleration, geopolitical uncertainty, and
shifting trade dynamics. While the lingering effects of the pandemic and the Russia-Ukraine conflict have structurally altered
supply chains, the past two years have also showcased global resilience. The energy and commodity markets have stabilized, and
inflationary pressures are gradually easing, though central banks remain vigilant.

Global GDP growth is expected to stabilize at around 3.1% in 2025, with the United States maintaining moderate momentum
driven by consumer spending and innovation, while China focuses on domestic consumption and technology self-reliance. The
Euro area continues to face structural headwinds, including a slow industrial rebound and weak consumer sentiment, although
investment in green energy and AI-driven automation is rising.

India, now the world''s fifth-largest economy by nominal GDP and third-largest by PPP, remains a bright spot in the global
growth story. The National Statistical Office (NSO) projects India''s GDP to grow by 7.3% in FY 2024-25, driven by robust
domestic demand, infrastructure investment, and a thriving digital economy. Consumption, accounting for over half of GDP, is
expanding steadily, while exports are poised for recovery with diversification into high-value manufacturing and technology
services.

India''s digital transformation trajectory continues to accelerate-spurred by record-high data consumption, the rapid rollout of
5G, cloud adoption, AI integration across sectors, and government-led initiatives like the Digital India 2.0 and semiconductor
mission. Enterprises are aggressively moving toward cloud-native, Al-embedded, and automation-led business models,
creating fertile ground for technology partners like AeonX Digital to deliver transformative solutions.

Industry Scenario Outlook

Digital Technology Services

The fiscal year 2024-25 marks an inflection point for digital technology services. The convergence of cloud computing, AI, IoT,
and industry-specific SaaS products is redefining operational models. Businesses are prioritizing platform-led transformation
over isolated technology deployments, seeking partners who can integrate strategy, execution, and managed services.

AeonX Digital is positioned as a next-generation transformation partner, delivering end-to-end solutions that blend cloud
expertise, AI innovation, and niche industry products to meet sector-specific demands-particularly in supply chain
optimization, expense management, and manufacturing digitalization.

Cloud Computing

The cloud market in India and globally continues its rapid expansion, with hybrid and multi-cloud strategies becoming the norm.
Enterprises are adopting AI-powered cloud architectures to enhance scalability, resilience, and operational agility.

AeonX Digital''s Cloud Transformation Practice offers:

• Cloud migration & modernization with zero-downtime execution.

• Cloud-native application development for business agility.

• Managed cloud services with security, compliance, and cost optimization.

• Industry-specific SAP-on-Cloud and AI-on-Cloud deployment expertise.

Artificial Intelligence & Automation

AI is no longer experimental-it is foundational to competitive advantage. From GenAI-driven analytics to predictive
maintenance in manufacturing, AI is reshaping cost structures and innovation speed.

AeonX Digital''s AI capabilities span:

• GenAI-powered insights for decision-making.

• Predictive analytics for supply chain and asset management.

• AI-driven invoice, procurement, and expense automation.

• Industry 4.0 enablement through IIoT data intelligence.

Niche Product Services

With a strong portfolio of proprietary solutions like SupplierX, Xpense, Logystix, and Xpert, AeonX Digital delivers highly
specialized, domain-specific platforms that integrate seamlessly with ERP and cloud ecosystems. These products cater to
procurement, expense control, logistics optimization, and PLM-enabling measurable efficiency and ROI for clients.
Segment-wise Performance

Segment wise Performance of the Company is provided above and included in the performance of subsidiaries of the Company.

Opportunities, Threats, Risks and Concerns

Opportunities

• Surging demand for AI-enabled cloud transformation across industries.

• Expansion potential in niche SaaS platforms for supply chain, procurement, and expense automation.

• First-mover advantage in AI-powered ERP extensions and industry-specific GenAI applications.

• Exporting digital solutions from India to global markets, leveraging cost efficiency and domain expertise.

Threats

• Rapid tech evolution may shorten product lifecycles, demanding accelerated innovation.

• Intensifying competition from hyperscalers, global consulting giants, and specialized startups.

• Geopolitical instability affecting supply chains and cross-border service delivery.

Risks

• Cybersecurity and data privacy risks amplified by AI and cloud proliferation.

• Regulatory changes in AI ethics, data residency, and industry-specific compliance could require rapid adaptation.
Concerns

• Talent availability in AI, cloud, and cybersecurity remains a bottleneck.

• Balancing rapid innovation with profitability during global macroeconomic fluctuations.

Futuristic Scope for AeonX Digital

Looking ahead, AeonX Digital aims to:

• Expand AI-driven industry solutions with predictive and prescriptive intelligence.

• Launch platform-as-a-service offerings for SupplierX, Xpense, and Logystix to scale globally.

• Invest in edge AI and IoT integration for manufacturing and logistics.

• Develop sovereign cloud and industry-compliant AI models for BFSI, healthcare, and manufacturing sectors.

• Strengthen sustainability-focused digital offerings, enabling clients to achieve ESG goals through tech-led
transformation.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head
"Financial Results" and "Overview ofthe Financial Performance".

Internal Control Systems and Adequacy

Your Company has a well-placed, suitable and adequate internal control system, commensurate with the size, scale and complexity
of its operations.

The Company is committed to good corporate governance practices and facilitates timely detection of any irregularities and early
remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures
provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported
correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory
and accounting requirements.

On the recommendation of the Audit Committee, the Company appointed M/s N. P. Patwa & Co. as the Internal Auditors of the
Company for the financial year 2024-2025. Observations made in internal audit reports on business processes, systems, procedures
and internal controls and implementation status of recommended remedial measures by the Internal Auditors, are presented
quarterly to the Audit Committee.

The Company''s internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of
accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company''s
assets. This is to timely identify and manage the Company''s operational, compliance-related, economic and financial risks.

Human Resource and Industrial Relations

As on 31st March, 2025, the Company had a total head count of 251. The Directors wish to place on record their appreciation for the
contributions made by the employees to the Company during the year under review at all levels.

Details of Significant Changes in Key Financial Ratios:

Particulars	FY 24-25	FY 23-24
Debtors Turnover Ratio (Number of Days)* (Avg Debtors/Sale)	104	362
Interest Coverage Ratio* (EBIT/Interest)	-	-
Current Ratio (CA/CL)	5.10	6.81
Operating Profit Margin (in %)* (EBIT)/net revenue	17.93%	19.73
Net Profit Margin (in %)* Net Profit/ net revenue	12%	15%
Return on Capital Employed ( in % )* EBIT/Capital Employed	10%	6%

* Change in ratios is due to decrease in profitability and volume as compared to previous years.

PARTICULARS OF EMPLOYEES

Information as per section 197 of the Act read with the Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, forms part of this report as ''''Annexure A".

Further, none of the employees of the Company were in receipt of remuneration in excess of the limits as set out under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

AUDITORS

Statutory Auditors and Auditors Report

The Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment
of M/s R. A. Kuvadia & Co., (Firm Registration Number: 105487W) as the Statutory Auditors of the Company for a period of 5
(five) years from the conclusion of the 30th AGM till the conclusion of the 35th AGM to be held in the year 2027 at such
remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Audit Report for FY 2024-25 contains no qualifications, reservations, adverse remarks or disclaimers made by the Statutory
Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the
financial statements in the Annual Report.

Cost Auditors and Cost Audit Report

The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, inter alia, states that
the Company shall get its cost records audited if the overall annual turnover of the company from all its products and services during
the immediately preceding financial year exceeds Rs. 100 Crores.

Since the Company''s overall annual turnover, during the immediately preceding financial year, does not exceeds Rs. 100 Crores, it
is not required to appoint the Cost Auditors.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Jay Mehta & Associates,
Company Secretary in Practice to undertake the Secretarial Audit ofthe Company for the Financial Year ended 31^st March, 2025.

The Secretarial Audit Report in Form MR-3 is annexed to this report as "Annexure B”.

The Secretarial Audit Report for the financial year 2024-25, contains the following observations:

In compliance with the provisions of Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Mr. Manoj Ganatra, Independent Director, was appointed as Director on the Board of
Aeonx Digital Solutions Private Limited, Material Subsidiary Company. However, Mr. Ganatra completed his term as an
Independent Director w.e.f. 26_a September 2024 and that Mr. Viraj Menta, Independent Director, was appointed as Director on the
Board of said Material Subsidiary Company on 28_ft March 2025.

Board''s Explanation / Comments on above observations:

The second term of Mr. Manoj Ganatra was completed on 26_ft September 2024 and accordingly he ceased to be Independent
Director of the Company. The Company has appointed Mr. Viraj Menta, Independent Director, on the Board of said Material
Subsidiary Company on 28_ft March 2025 to comply with the Listing Regulations.

Secretarial Audit Report of Material Subsidiaries

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of
Aeonx Digital Solution Private Limited (Material Subsidiary) for the Financial Year 2024-25.

The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is annexed to this report as "Annexure C".
Internal Auditors and Internal Audit Report

M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as an Internal Auditors of the Company for the Financial Year
2024-25. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makes
necessary recommendations to the management.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Act read with Regulation 22 of Listing Regulations, the Company has
formulated and adopted vigil mechanism / Whistle Blower policy to enable the Directors and employees to report about unethical
behavior and instances of fraud or mismanagement, if any. The mechanism provides for adequate safeguards against victimization
of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.

The policy can be accessed at the website of the Company at www.aeonx.digital.

During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).
SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars / Notification issued by the Ministry of
Corporate Affairs in this regard.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to
the financial statements provided in this annual report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such

transactions. The said policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at
www.aeonx.digital.

During the year under review, the Company has entered into a transaction with related party which is not materially significant and
does not have a potential conflict with the interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexed
with this report providing details of related party transactions entered at arm''s length basis. However, the details relating to Related
Party Transaction is provided in the Note No. 34 of Standalone Financial Statements.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient
manner. In line with corporate best practices, the Company assesses the risks in the internal and external environment which will
monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with
incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

ANNUALRETURN

In accordance with the provisions of section 92(3) of the Act, the copy of Annual Return of the Company is available on its website
http://www.aeonx.digital.

CORPORATE GOVERNANCE

Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on
transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on corporate governance
along with the auditors'' certificate thereon forms part of this report as "Annexure D".

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF
THE REPORT

Except as stated in this Report, there have been no material changes and commitments which have occurred between the end of
financial year till the date ofthis report affecting the financial position ofthe Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit, within the meaning of Section 73 and 74 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by any regulators, courts or tribunals during the FY2024-25.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have Demat Suspense Account / Unclaimed Suspense Account. Accordingly, the disclosure required to be
made as per Schedule V (F) of Listing Regulations is not applicable.

TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT

A) Transfer of shares

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 (''the Act'') read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend remaining
unclaimed or unpaid for a period of seven years from the date of its transfer to the Company''s Unpaid Dividend Account is required
to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

Further, in terms of the aforesaid provisions, all shares in respect of which dividend has remained unclaimed for seven consecutive
years or more from the date of transfer to the Unpaid Dividend Account are also mandatorily required to be transferred to the IEPF

Authority. However, this requirement shall not apply to shares in respect of which there is a specific order of a Court, Tribunal, or
any Statutory Authority restraining such transfer.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order to avoid
transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of
unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s
website www.aeonx.digital.

During the financial under review, in accordance with applicable provisions, the Company transferred unclaimed dividends and
corresponding shares to IEPF, as detailed below:

Financial year	Amount of unclaimed dividend transferred	Number of shares transferred
2016-17	Rs. 1,39,973.00	5850

As on 31^st March, 2025, a total of 85,386 Equity Shares ofthe Company were lying in the Demat A/c of the IEPF Authority.

The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF, in the prescribed form
available on www.mca.gov.in. Members are requested to note that no claims shall lie against the Company in respect of the
dividends and/or shares transferred to IEPF.

The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed by the
members consecutively since FY 2017-18.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. Any
further dividend received on such shares shall be credited to the IEPF Fund.

The details ofthe concerned Members including their folio number or DP ID - Client ID and the number of shares, transferred to the
Demat Account of IEPF are available on the Company''s website at www.aeonx.digital.

B) Claim from IEPF Authority

Members or their legal heir, as the case may be, can claim the unclaimed dividend amount and / or shares transferred to IEPF by
making an online application to the IEPF Authority through Form IEPF-5 available on the website of the Authority
www.iepf.gov.in and in the manner specified under IEPF Rules.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace, which provides for protection
against sexual harassment of women employees at workplace and for prevention and redressal of such complaints.

The Company has constituted Internal Complaints Committee (ICC) and has 5 members in the ICC.

Disclosure for complaints received / disposed of by ICC for FY 2024-25:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end ofthe financial year : Nil

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCYAND BANKRUPTCY CODE, 2016

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
against the Company as at the end of the financial year.

COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of maternity benefit act, 1961 during the year under review.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION
There is no one time settlement with the Banks or Financial Institutions for the FY 2024-2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy:

(i) The steps taken or impact on conservation of energy - Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipment - Nil
Technology absorption: Nil

(iv) The expenditure incurred on Research and Development - NIL
Foreign exchange earnings and outgo

Particulars	2024-25	2023-24
i. Foreign Exchange us ed	6,25,912	4,32,84,617
ii. Foreign Exchange earned	10,10,953	NIL

The Company has complied with the provisions of Maternity Benefit Act, 1961, during the year under review.
ACKNOWLEDGMENT

The Board take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and
assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers,
distributors and other stakeholders of the Company.

For and on behalf of the Board
Sd/- Sd/-

Place: Mumbai Manan Shah Ketan Shrimankar

Date: 07.08.2025 Director Director

(DIN:06378095) (DIN: 00452468)

---

Mar 31, 2024

Your Directors are pleased to present their 32^nd Annual Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2024. The section on the Management Discussion and Analysis (MD&A) forms a part of this report.

FINANCIAL RESULTS

The following figures summaries the financial performance of your Company during the year under review:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Income from Operations	1,201.67	1,352.47	3,431.24	2,771.90
Other Income	312.86	462.81	329.16	438.81
Total Income	1,514.53	1,815.28	3,760.40	3,210.71
Less : Total Expenditure	1,388.23	1,560.72	3,360.34	2,826.09
Profit/(Loss) before Interest, Depreciation and Tax	126.30	254.57	400.06	384.62
Less : Finance Cost	0.18	0.01	51.89	16.25
Profit/(Loss) before Depreciation and Tax	126.12	254.56	348.17	368.37
Less : Depreciation	2.19	3.53	94.53	84.22
Profit/(Loss)before Tax	123.93	251.03	253.62	284.15
Less: Exceptional Items	(113.21)	-	(113.21)	-
Profit/(Loss)before Tax after Exceptional Items	237.14	251.03	366.84	284.15
Less : Tax Expenses
Current Tax	53.01	32.18	95.01	56.22
Deferred Tax	0.52	28.09	(4.80)	0.10
Tax adjustment earlier year	4.32	(0.27)	3.66	2.42
Profit/(Loss)for the year	179.28	191.03	272.96	225.42
Add: Other Comprehensive Income
i. Re-measurement gain/(loss) on the Defined Benefit Plans	1.01	0.01	(4.52)	(3.27)
ii. Income tax on (i) above	(0.25)	-	1.14	0.82
Total Comprehensive Income for the year	180.04	191.04	269.58	222.97

OVERVIEW OF THE FINANCIAL PERFORMANCE

Standalone Financial Performance: For the fiscal year 2023-24, the income from operations at the standalone level stood at Rs. 1,505.04 Lakhs, a slight decrease from Rs. 1,755.80 Lakhs in the previous financial year. Other income for the year was Rs. 531.72 Lakhs, up from Rs. 501.45 Lakhs last year. The company reported a net profit after tax of Rs. 272.95 Lakhs, a substantial improvement from the previous year''s net profit of Rs. 225.42 Lakhs.

Consolidated Financial Performance: At the consolidated level, the total income from operations for the fiscal year 2023-24 was Rs. 3,431.24 Lakhs, up from Rs. 2,771.90 Lakhs in the previous financial year. Total expenses amounted to Rs. 3,506.77 Lakhs, resulting in a profit of Rs. 458.30 Lakhs before exceptional items and tax. After accounting for exceptional items and taxes, the net profit stood at Rs. 366.83 Lakhs, compared to Rs. 284.15 Lakhs in the previous year.

The company continued to optimize the use of its resources in its existing line of business while making efforts to expand the operations of its subsidiaries.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

Aeonx Digital Solutions Pvt. Ltd.: Aeonx Digital Solutions Pvt. Ltd., a Wholly Owned Subsidiary, played a crucial role in the company''s growth during the fiscal year 2023-24. The subsidiary leveraged its expertise in digital technology to enhance customer experiences and optimize internal operations, contributing significantly to the overall results. Aeonx Digital Solutions reported a total revenue of Rs. 2,000.65 Lakhs, marking a substantial increase from Rs. 1,063.82 Lakhs in the previous financial year. The subsidiary''s net profit for the year was Rs. 92.57 Lakhs.

Sale of Aeon Procare Pvt. Ltd.: In a strategic move to realign and re-segment the company into a fully software technology and cloud company, the business of Aeon Procare Pvt. Ltd. was sold to Ashapura International Limited. This decision underscores the company''s commitment to focusing on digital technology services, cloud computing, and niche product services, particularly in supply chain and expense management.

DIVIDEND

Considering the performance of the Company and to appropriately reward the Members of the Company, your Directors are pleased to recommend a dividend of Rs. 1.00/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended 31^st March, 2024. This dividend is subject to the approval of the Members at the ensuing Annual General Meeting and if declared, Members whose names appear on the Register of Members on record date i.e. Thursday, 12^th September, 2024 will be entitled to dividend.

In the previous year the Company paid a dividend of Rs. 1..00/- per equity share (i.e. 10%) of Rs. 10/- each of the Company.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose transfer of any sum to the general reserves.

SHARE CAPITAL

During the financial year 2023-24, there is no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on 31^st March, 2024, the Company is having authorized share capital of Rs.7,00,00,000/- comprising of 50,00,000 equity shares ofRs 10/- each and 20,00,000 11% preference shares ofRs 10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31^st March, 2024 is Rs. 4,60,03,430/- comprising of 46,00,343 equity shares ofRs. 10/- each.

During the year under review, the Company has not issued shares with differential rights as to dividend, voting or otherwise or bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, under any scheme.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited continues to be Holding Company of the Company by holding 25,18,632 Equity

Shares ofthe Company i.e. 54.75%, at the end of the financial year 31^st March, 2024.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

As on date, your Company is a holding company of Aeonx Digital Solutions Private Limited. In a strategic move to realign and resegment the company into a fully software technology and cloud company, the business of Aeon Procare Pvt. Ltd. was sold to Ashapura International Limited.

Your Company does not have any Associate or Joint Venture Companies within the meaning of Section 2(6) ofthe Act.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements ofthe Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other relevant documents and audited accounts of the said subsidiary company, is available on the website of the Company at http://www.aeonx.digital.

SIGNIFICANT EVENTS DURING THE FY 2023-24 AND TILL THE DATE OF REPORT Change in Object Clause of the Company

The company was engaged in the business of chemicals and trading of minerals and related activities. As part of its diversification strategy, the company had already invested in an IT company called Aeonx Digital Solutions Private Limited, which is its wholly owned subsidiary. In a strategic move to realign and re-segment the company into a fully software technology and cloud company, its object clause has been changed to include business activities related to Information Technology.

Change in name of the Company

The Company has changed its object clause by adding business activity Information Technology and related activities alongside its existing business activities. Consequently, the name of the Company has been changed from Ashok Alco-Chem Limited to Aeonx Digital Technology Limited effective from 29^th December, 2023. Furthermore, BSE Ltd. approved the application for the change of name on 19 ^{March, 2024, and accordingly, a new script ID AEONXDIGI has been provided for the BOLT Plus System.}

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Manan Shah (DIN : 06378095), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

Appointment/Re-Appointment of Director

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 14^th August, 2024, appointed Mr. Viraj Mehta (DIN: 09226350) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the approval ofthe Shareholders ofthe Company.

An ordinary resolution seeking approval of the shareholders for his appointment as Non-Executive, Independent Director on the Board of Directors ofthe Company forms part ofNotice convening 32^nd Annual General Meeting.

The relevant details of Mr. Viraj Mehta as required pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations are furnished in the Notice ofthe 32^nd Annual General Meeting.

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the

context of Company''s business(es) and sector(s) for the Company to function effectively.

Independent Directors

The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Act read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”).

a) Mr. Manoj Ganatra

b) Mr. Shekhaar Shetty

c) Mrs. Hina Shah

d) Mr. Ketan Shrimankar

e) Mr. Viraj Mehta (Appointed w.e.f 14.08.2024)

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the Independent Directors confirming that:-

• they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent from the management and there has been no change in the circumstances which may affect their status as independent director during the year.

• they have registered their names in the Independent Directors'' Databank.

Non-Executive Directors

The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Key Managerial Personnel (KMP)

In terms ofthe provisions of Section 2(51) and Section 203 ofthe Companies Act, the following are the KMP ofthe Company:

a) Mr. Deepak Bhardwaj - Chief Executive Officer

b) Mr. Jitendra Kumar Jain - ChiefFinancial Officer

c) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer

d) Mr. Mahendra Rane - Chief Financial Officer

Mr. Jitendra Kumar Jain, Chief Financial Officer of the Company had resigned from his office w.e.f 17^th May, 2024, citing pursuance of better prospects. The Board takes this opportunity to acknowledge his service and places on record its appreciation for the contribution made by him during his tenure. Mr. Mahendra Rane appointed as Chief Financial Officer ofthe Company w.e.f 14^th August, 2024.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors ofthe Company met four times during the financial year 2023-24 viz. on 19^th May, 2023, 4^th August, 2023, 7^th November, 2023, and 13^th February, 2024. The details of attendance of respective directors are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act and Regulation 17 ofthe Listing Regulations.

BOARD COMMITTEES

As per the applicable provisions of the Act and the Listing Regulations, the Company has formed the following statutory committees.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee.

Detailed information of all the Committees and relevant information for the year under review are set out in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the Part D of Schedule II of Listing Regulations, the Company has formed and implemented Nomination and Remuneration Policy and the same is available on the Company''s website at www.aeonx.digital.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The Company''s familiarization programme for Independent Directors is posted on the Company''s website at www.aeonx.digital. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation of the Board, its Committee and of individual Directors has been made.

The manner, in which the evaluation has been carried out, forms part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, your Company''s Directors, based on the representations received from the management, confirm that:

a. the applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departures, if any;

b. they 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 ofthe state of affairs ofthe Company at the end ofthe financial year and the profit and loss ofthe Company for that period;

c. 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;

d. they have prepared the annual accounts on a going concern basis;

e. 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; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

Cautionary Statement

Statements made under this section describing the Company''s projections, estimates and expectations may be “forward-looking statements” within the meaning ofapplicable securities laws and regulations. Importantfactors that could make a difference to the Company operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws and other statutes and incidentalfactors. The information provided in Economy Outlook and Industry Scenario Outlook section is based on our internal study, which is not prejudice.

Although the expectations are based on reasonable assumptions, the actual results might differ.

Economy Outlook

The journey over the past few years has been eventful, starting with supply-chain disruptions in the aftermath of the pandemic, the Russia-Ukraine war that triggered a global energy and food crisis, and a considerable surge in inflation, followed by a globally synchronized monetary policy tightening. The global GDP is estimated to have grown at 3.2% in CY 2023, lower than 3.5% in CY 2022, led by fears of a hard recession. Yet, despite many gloomy predictions, the world avoided a recession, the banking system proved largely resilient and major emerging market economies did not suffer sudden stops. Economic growth has been stronger than expected in the second half of 2023 in the United States, and several major emerging market and developing economies. However, the rising momentum was not felt everywhere, with notably subdued growth in the euro area, reflecting weak consumer sentiment, the lingering effects of high energy prices, and weakness in interest-rate-sensitive sectors.

India is now the world''s fifth largest economy in terms of nominal GDP and the third largest in terms of purchasing power parity (PPP). The Second Advance Estimates ofNational Income released by the National Statistical Office (NSO) of the Government of India in February 2024, estimates a GDP growth rate of 7.6% for FY 2023-24 as compared to a growth rate of 7.0% in FY 2022-23. Total consumption, comprising 56% of GDP, grew by 3.0% in FY 2023-24. Exports grew marginally by 1.5% while imports grew by 10.9%.

India is also firmly on a digital transformation journey. With data consumption on the rise, cloud adoption accelerating and technology demand soaring higher than ever before, Indian corporations are investing in massive leaps forward to meet this demand. It will also drive enterprises to adopt digitally enabled innovative business models.

Industry Scenario Outlook

Digital Technology Services: The industry landscape for digital technology services has experienced significant evolution during the fiscal year 2023-24. The demand for cloud computing, artificial intelligence (AI), and niche product services, especially in supply chain and expense management, has surged as businesses seek to enhance operational efficiency and agility.

Cloud Computing: The cloud computing market continues to expand rapidly, driven by the increasing adoption of cloud solutions across various industries. Businesses are migrating to cloud platforms to leverage scalability, flexibility, and cost-effectiveness. Our company is well-positioned to capitalize on this trend by offering comprehensive cloud services, including cloud migration, infrastructure management, and cloud-native application development.

Artificial Intelligence (AI): AI technologies are transforming business operations by enabling automation, predictive analytics, and enhanced decision-making. Our AI-powered solutions are designed to improve customer experiences, streamline supply chain processes, and optimize expense management. By integrating AI into our service offerings, we are helping clients achieve greater efficiency and innovation.

Niche Product Services: Our focus on niche product services in supply chain and expense management has gained traction as businesses prioritize specialized solutions to address unique challenges. Our expertise in these areas allows us to provide tailored solutions that enhance transparency, efficiency, and cost control, thereby driving value for our clients.

Segment-wise Performance

Segment wise Performance of the Company is provided above and included in the performance of subsidiaries of the Company. Opportunities, Threats, Risks and Concerns

Opportunities:

• The growing demand for cloud computing and AI solutions presents significant opportunities for expanding our service offerings and client base.

• Our strategic focus on niche product services in supply chain and expense management positions us to address the specific needs of clients in these critical areas.

• Continuous innovation and investment in emerging technologies will enable us to stay ahead of industry trends and deliver cutting-edge solutions.

Threats:

• Rapid technological advancements and increased competition in the digital technology sector pose a threat to market share and profitability.

• Regulatory changes and compliance requirements in different markets can impact service delivery and operational efficiency.

Risks:

• The dynamic nature of the technology industry necessitates constant adaptation and innovation. Failure to keep pace with technological advancements may result in obsolescence.

• Cybersecurity threats and data breaches represent significant risks, requiring robust security measures and continuous monitoring.

Concerns:

• Talent acquisition and retention in the highly competitive technology sector remain a concern. Attracting and retaining skilled professionals is critical to maintaining service quality and innovation.

• Managing operational costs and ensuring profitability, especially during periods of economic uncertainty, is essential for sustained growth.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head “Financial Results” and “Overview ofthe Financial Performance”.

Internal Control Systems and Adequacy

Your Company has a well-placed, suitable and adequate internal control system, commensurate with the size, scale and complexity of its operations.

The Company is committed to good corporate governance practices and facilitates timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.

On the recommendation of the Audit Committee, the Company appointed M/s N. P. Patwa & Co. as the Internal Auditors of the Company for the financial year 2024-2025. Observations made in internal audit reports on business processes, systems, procedures and internal controls and implementation status of recommended remedial measures by the Internal Auditors, are presented quarterly to the Audit Committee.

The Company''s internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company''s assets. This is to timely identify and manage the Company''s operational, compliance-related, economic and financial risks.

Human Resource and Industrial Relations

As on 31^st March, 2024, the Company had a total head count of 11. The Directors wish to place on record their appreciation for the contributions made by the employees to the Company during the year under review at all levels.

Details of Significant Changes in Key Financial Ratios:

Particulars	FY 23-24	FY 22-23
Debtors Turnover Ratio (Number of Days)* (Avg Debtors/Sale )	362	335
Interest Coverage Ratio* (EBIT/Interest )	-	-
Current Ratio (CA/CL)	6.81	3.45
Operating Profit Margin (in %)* (EBIT )/net revenue	19.73	18.56
Net Profit Margin (in %)* Net Profit/ net revenue	15%	14%
Return on Capital Employed ( in % )* EBIT/Capital Employed	6%	6%

* Change in ratios is due to decrease in profitability and volume as compared to previous years.

PARTICULARS OF EMPLOYEES

Information as per section 197 of the Act read with the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this report as “Annexure A”.

Further, none of the employees of the Company were in receipt of remuneration in excess of the limits as set out under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

AUDITORS

Statutory Auditors and Auditors Report

The Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s R. A. Kuvadia & Co., (Firm Registration Number: 105487W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM to be held in the year 2027 at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Audit Report for FY 2023-24 contains no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in the Annual Report.

Cost Auditors and Cost Audit Report

The provision of the Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014, inter alia, states that the Company shall get its cost records audited if the overall annual turnover of the company from all its products and services during the immediately preceding financial year exceeds Rs. 100 Crores.

Since the Company''s overall annual turnover, during the immediately preceding financial year, does not exceeds Rs. 100 Crores, it is not required to appoint the Cost Auditors.

Secretarial Auditors and Secretarial Audit Report

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of the Company, for the financial year 2023-24.

The Secretarial Audit Report in Form MR-3 is annexed to this report as “Annexure B”.

The Secretarial Audit Report for the financial year 2023-24, contains no observations/qualifications.

Secretarial Audit Report of Material Subsidiaries

M/s. Jay Mehta & Associates, Company Secretaries were re-appointed as secretarial auditors to conduct the secretarial audit of Aeonx Digital Solution Private Limited (Material Subsidiary) for the Financial Year 2023-24.

The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is annexed to this report as “Annexure C”. Internal Auditors and Internal Audit Report

M/s. N.P. Patwa & Co, Chartered Accountants, were re-appointed as an Internal Auditors of the Company for the Financial Year 2023-24. The Audit Committee reviews the findings made by the Internal Auditors in their Report on quarterly basis and makes necessary recommendations to the management.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Act, read with Rule 13 of the

Companies (Audit and Auditors) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Act read with Regulation 22 of Listing Regulations, the Company has formulated and adopted vigil mechanism / Whistle Blower policy to enable the Directors and employees to report about unethical behavior and instances of fraud or mismanagement, if any. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy can be accessed at the website of the Company at www.aeonx.digital.

During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism). SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars / Notification issued by the Ministry of Corporate Affairs in this regard.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this annual report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The said policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.aeonx.digital.

During the year under review, the Company has entered into a transaction with related party which is not materially significant and does not have a potential conflict with the interest of the Company at large. The disclosure in the requisite Form AOC-2 is annexed with this report providing details of related party transactions entered at arm''s length basis. However, the details relating to Related Party Transaction is provided in the Note No. 31 of Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The net worth and turnover for FY 2023-24 is under the criteria provided under Section 135 of the companies act, 2013. Hence the provisions of Section 135 pertaining to Corporate Social Responsibility were not applicable to the Company for the FY 2023-24. As a result, during the year under review, the Company was not obliged to spend any amount towards / was not required to undertake any CSR activity and hence the annual report on CSR is not furnished with this report.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, the Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

ANNUAL RETURN

In accordance with the provisions of section 92(3) of the Act, the copy of Annual Return of the Company is available on its website http://www.aeonx.digital.

CORPORATE GOVERNANCE

Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on

transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on corporate governance along with the auditors'' certificate thereon forms part of this report as “Annexure D”.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments which have occurred between the end of financial year till the date of this report affecting the financial position of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit, within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by any regulators, courts or tribunals during the FY 2023-24.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have Demat Suspense Account / Unclaimed Suspense Account. Accordingly, the disclosure required to be made as per Schedule V (F) of Listing Regulations is not applicable.

TRANSFER OF UNCLAIMED SHARES TO IEPF ACCOUNT

A) Transfer of shares

In accordance with the second proviso to sub-rule (1) to Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, read with the explanation to Rule 6(1) inserted vide the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 effective from 20th August 2019, the Company was required to transfer the shares, in respect of which dividend has been transferred to Investor Education and Protection Fund on or before the 7th September 2016, in the name of Investor Education and Protection Fund.

In terms of the above provisions, the Company transferred the shares in respect of which dividend has been transferred to Investor Education and Protection Fund on or before the 7th September 2016.

The details of the concerned Members including their folio number or DP ID - Client ID and the number of shares, transferred to the Demat Account of IEPF are available on the Company''s website at www.aeonx.digital.

B) Claim from IEPF Authority

Members or their legal heir, as the case may be, can claim the unclaimed dividend amount and / or shares transferred to IEPF by making an online application to the IEPF Authority through Form IEPF-5 available on the website of the Authority www.iepf.gov.in and in the manner specified under IEPF Rules.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace, which provides for protection against sexual harassment of women employees at workplace and for prevention and redressal of such complaints.

The Company has constituted Internal Complaints Committee (ICC) and has 5 members in the ICC.

Disclosure for complaints received / disposed of by ICC for FY 2023-24:

a. number of complaints filed during the financial year : Nil

b. number ofcomplaints disposed ofduring the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCYAND BANKRUPTCY CODE, 2016

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year against the Company as at the end of the financial year.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION

There is no one time settlement with the Banks or Financial Institutions for the FY 2023-2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy:

(i) The steps taken or impact on conservation of energy - Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipment - Nil Technology absorption: Nil

(iv) The expenditure incurred on Research and Development - NIL

^Foreig^{n exchan}g^{e earnin}g^{s and o}u^tg^o (_{Amount in Rs}. )

Particulars	2023-24	2022-2023
i. Foreign Exchange used	4,32,84,617	6,13,93,307
ii. Foreign Exchange earned	NIL	NIL

ACKNOWLEDGMENT

The Board take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board Sd/- Sd/-

Place: Mumbai Manan Shah Manoj Ganatra

Date: 16.08.2024 Director Director

(DIN:06378095) (DIN: 00568914)

---

Mar 31, 2016

DIRECTORS'' REPORT

The Members,

ASHOK ALCO-CHEM LIMITED

The Directors present their 24^th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2016.

FINANCIAL RESULTS AND PERFORMANCE

The following figures summaries the financial performance of your Company during the year under review:

(Rs. in Lacs)

	Standalone		Consolidated
	2015 - 16	2014 - 15	2015 - 16	2014 - 15
Net Sales/Income from Operations Less : Total Expenditure Profit/(Loss) from Operations before other Income, Interest, Depreciation and Tax	33,624.46 31,833.24 1,791.22	35,11.21 33,154.15 1,965.06	33,624.46 31,833.24 1,791.22	35,119.21 33,154.15 1,965.06
Add : Other Income	327.75	385.21	327.75	385.21
Profit/(Loss) from Operations before Interest , Depreciation and Tax	2,118.97	2,350.27	2,118.97	2,350.27
Less : Interest	57.55	69.52	57.55	69.52
Profit/(Loss) from Operations before Depreciation and Tax	2,061.42	2,280.75	2,061.42	2,280.75
Less : Depreciation	88.71	84.01	88.71	84.01
Profit/(Loss) from Operations before Tax	1,972.71	2,196.74	1,972.71	2,196.74
Less : Tax Expenses Current Tax Earlier Year''s Tax Deferred Tax	660.00 56.30 18.37	780.00 (54.76) 20.30	660.00 56.30 18.37	780.00 (54.76) 20.30
Net Profit/(Loss)	1,238.04	1,451.20	1,238.04	1,451.20

In the Financial Year 2015-16, the slump in the overseas market for Bauxite and the competitive pricing structure, the profits for the trading division dipped down. However, your Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around product placement in niche market, overseas as well in the domestic sector which resulted around 10% dip in the Profit before Taxes. As far as the Trading Division is concerned, the mining policy of the New Government needs lot of clarity with respect to the Miner owners and Mine Explorers. It is envisaged that mining policy will be made clear and business may start capitalizing it within 4-5 months from now on.

In the manufacturing vertical, your Company has registered a record performance over previous year 2014-15, despite challenging macro-economic conditions, high inflation, depreciation of Indian currency against major currencies and negative business sentiments prevailing throughout the year and across the industry. The major force was sustained drive and team work of the entire organization, performance which remained high on agenda. This resulted into unprecedented record growth in production and capacity utilization throughout the year. Nonetheless to mention the key factor for the record performance was the induction of New Boiler having a higher capacity which improved and enhanced the efficiency of the manufacturing vertical. The performance of the chemical segment vis-a-vis compared to previous year 2014-15, improved significantly in terms of production and cost efficiency. Though the entry of the Chinese into the chemical industry, dipped the prices, the chemical division sustained its growth in the market and the sustained growth didn''t deter the profitability of the Chemical segment. The profitability of your Company during the Fiscal year 2015-16 wasn''t hampered by the ups and downs in the crude prices at the global level.

Your Company has been overall able to achieve consistency in spite of the low demand and low pricing for traded products as well the Chemical based products during the financial year 2015-16. The capital expenditure was Rs 335 lacs mainly on account of ongoing expansion projects and up gradations in the chemical division. Your Company has been successful in testing and approving new products at its own R&D centre to be launched in the near future. Your Company has achieved increased capacity utilization by 57% mainly on account of huge expenditure on CAPEX, atomization and recovery processes. Your Company in order to improve the efficiency and optimization of power resources has envisaged in the installation of a new Steam turbine and up gradation of cooling towers to reduce the power consumption resulting increase in profitability. The Capex cost is Rs 300 lacs which has been arranged through Term loans.

No material changes and commitments have occurred after the close of the financial year till the date of this report which affects the financial position of your Company.

DIVIDEND

Considering the performance of your Company during the year under review, your Directors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended March 31,

2016. If the proposed dividend is approved by the Members at the ensuing Annual General Meeting, the total dividend payout will be Rs. 46,00,343/-. The tax on dividend payout borne by the Company will be Rs. 9,36,519/-.

TRANSFERTO GENERAL RESERVES

Your Company proposes to transfer Rs. 5,00,00,000/- to the general reserves of the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company remain unchanged at Rs.7,00,00,000/-divided into 50,00,000 Equity Shares of Rs 10/- each and 20,00,000 11 % Preference Shares of Rs 10/- each.

The Issued, Subscribed and Paid-Up Equity Share Capital of the Company remain unchanged at Rs. 4,60,03,430/- divided into 46,00,343 Equity Shares of Rs. 10/- each.

The Company has not issued any equity shares with differential rights or bought back any of its securities during the year under review. Further, it has also not issued any sweat equity/bonus shares/employee stock option plan, hence the disclosures required there under are not applicable.

HOLDING COMPANY

Aura Alkalies and Chemicals Private Limited, Holding Company of your Company holds 25,18,632 Equity Shares of the Company i.e. 54.75%, at the end of the year.

SUBSIDIARY / JOINTVENTURE / ASSOCIATE COMPANY

The Company acquired 10,000 Equity Shares (including 6 shares through its nominee(ies) with beneficial interest held with the Company) of Ashwa Minerals Private Limited, on March 31, 2016. Accordingly, it became wholly-owned subsidiary of the Company.

Ashwa Minerals Private Limited is a leading manufacturer and seller of attapulgite based processed products in India with a well established brand “ASHWA ORC”. ASHWA - ORC is specially modified attapulgite suitable for edible oil refining process. ASHWA - ORC has three premium grades of oil refining clay which gives excellent results in several types of edible oils and produce clean and quality oils.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 (the Act), a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other relevant documents of the Company and audited accounts of the said subsidiary company, are available on the website of the Company, www.ashokalcochem.com/InvetorUpdate.html.

The Company does not have any Associate or Joint Venture company.

PROMOTERS

During the year under review, there has been no change in the shares of your Company under the “Promoter and Promoter Group”. The present promoters of your Company are:

Sr. No.	Name	No. of Shares held	% to total paid up capital
1.	Aura Alkalies and Chemicals Private Limited	25,18,632	54.75
2.	Mr. Sunil Shah	1000	0.02
3.	HK Dealers Private Limited	1000	0.02
	Total Promoters’ holding	25,20,632	54.79

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Independent Directors

The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Companies Act, 2013 read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “ SEBI Regulations, 2015”)

a) Mr. Manoj Ganatra;

b) Dr. Umesh Kulkarni

The said Independent Directors are not liable to retire by rotation. They have submitted a declaration to the effect that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director, during the year.

Retirement by Rotation

Mr. Sunil Shah retires by rotation and being eligible has offered himself for re-appointment.

Non-Executive Directors

During the year, there was no change in Non-Executive Directors of the Company. The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Cessation

During the year under review, Mr. Sridhar Chari completed his tenure as Whole-Time Director of the Company on March 24, 2016. He did not seek re-appointment and ceased to be Whole-Time Director / Director of the Company w.e.f. March 25, 2016.

The Board places on record its appreciation for the services rendered by Mr. Sridhar Chari during his tenure with the Company.

Induction

The Company has, subsequent to the year under review, appointed Mr. Purab Shah as an Additional Director of the Company w.e.f. April 19, 2016, to hold office till the ensuing annual general meeting.

Further, Mr. Purab Shah has been appointed as an Executive Director & Chief Executive Officer of the Company for a period of two years w.e.f. April 19, 2016, subject to approval of Members at the ensuing Annual General Meeting.

The Company has received notice in writing under section 160 of the Companies Act, 2013 proposing appointment of Mr. Purab Shah as Executive Director. The Board recommends his appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel (KMP) of the Company:

a) Mr. Purab Shah - Executive Director & CEO (w.e.f. April 19, 2016)

b) Mr. V. Shashidharan - Chief Financial Officer;

c) Ms. Seema Gangawat - Company Secretary & Compliance Officer

Consequent to cessation of Mr. Sridhar Chari as Whole-time Director, he ceased as a KMP of the Company w.e.f. March 25, 2016.

NUMBER OF MEETINGS OFTHE BOARD

The Board of Directors of the Company met five times during the financial year 2015-16 viz. on May 11, 2015, July 30, 2015, November 3, 2015, February 10, 2016 and March 31, 2016.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Regulations, 2015, policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors etc. has been formulated. The Nomination and Remuneration Policy has been put on the website of the Company, www.ashokalcochem.com/InvetorUpdate.html.

PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules made there under and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of the performance of the Board of Directors, Committees of the Board and individual Directors have been carried out.

The evaluation framework for assessing the performance of Directors, inter alia, comprises of the following key areas:

i. Expertise;

ii. Objectivity and Independence

iii. Guidance and support in context of the Company''s operations;

iv. Understanding of the Company''s business;

v. Understanding and commitment to duties and responsibilities;

vi. Willingness to devote the time needed for effective contribution to Company;

vii. Participation in discussions in effective and constructive manner at the Meetings;

viii. Responsiveness in approach;

ix. Ability to encourage and motivate the Management for continued performance and success.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as per “Annexure A”.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134(3)(c) read with 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as at March 31, 2016 and the profit of the Company for the year ended on that date;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

Overall, the business continued to sustain resilience to the downtrend of global growth during the financial year ended March 31, 2016 reflecting a Net profit of Rs 1238.04 lacs, decline of around 14%. The production reached record levels at around 57% and envisages consistency in utilization of its production capacity in continuation.

Economy & Industry Scenario and Outlook

The below par performance of global economy was reflected in a continued deceleration in most emerging and developing economies, driven by low commodity prices, weaker capital inflows and subdued global trade. Against this backdrop, India seemed fairly resilient with a stable domestic macro-economic conditions and currency that performed better than most other emerging market currencies. However, a second consecutive year of drought and a low increase in support prices have led to a sharply slower growing rural economy compared to earlier years. The Chemical industry in spite of Chinese players performed fairly favorably though there was deceleration in the commodity prices. Hence it is inevitable for players to focus on broadening consistently customer base in the near future. Overall, the small players from unorganized sector have evident stiff competition compelling your Company to focus on improvising its margins thereon. Overall the fall prices and economy downtrend of few Asian countries has resulted stagnant exports due to unavailability. The strategic efforts of the Management have been successful in consistent and repeated order intake for your Company.

The global economic climate continues to be volatile, uncertain and prone to geo-political risks. Week consumer sentiment and low commodity prices are expected to affect global growth adversely. For India, 2016 despite challenging global headwinds will witness a stable macro performance. The key determinants of India''s economic performance on a long term basis will be the execution of the reforms agenda. While currently inflation is expected to be benign, upside pressures on inflation exist from the vagaries of monsoon or due to competitive devaluation of currencies. The financial Year 2015-16 witnessed few programs initiated by the Indian Government for the development of agriculture. Ethanol blending was one of the programs, but however this program led to scarcity of our raw material (Special Denatured spirit) which resulted in inconsistent pricing. Your Company envisages for addressing the challenges by strategic sourcing of raw materials. The Chemical industry being commodity oriented also witnessed inconsistent pricing. Your Company through its enhanced sales distribution network managed to sustain the market pressure.

Your Company expects to continue its strategy of seeking niche markets, broad customer base overseas and domestically yielding better margins with enhanced volume growth. The new R&D setup is endeavoring in addition of new products and has been successful in testing the outcome. Your Company is also in the process of modifying its idle capacity to cater to the new product expansion.

Segment-wise Performance

The low demand and competitive pricing for minerals in the overseas market marginally dipped down the top line of the Trading Division by approximately 6%. However long term contracts favored your company in sustaining the pressure of the low demand market. Your chemical segment achieved highest volume growth in terms of production but the top line decline was mainly due to reduced pricing of commodity products. The profits before interest and tax marginally declined owing to the low demand. However decline in profitability was marginal as your Company managed to focus only on customers yielding higher margins despite existence of challenging market conditions.

Your Company''s overall profit after tax for FY 2015-16 was Rs. 1238 Lacs against Rs. 1451 Lacs in FY 2014-15.

Opportunities, Threats, Risks and Concerns

The increased optimization of capacity of the Chemical Division due to addition of the new boiler and process modification, your Company envisages to significantly increase its market share by broadening its Customer base overseas as well as in the domestic sector. The major threat and risk to reckon with is the highly volatile pricing of one of the raw materials, import as well as domestic. Further in addition is the risk of availability of Alcohol, our major raw material in the domestic arena due to ethanol blending program initiated by the Government. Further, the commodity orientation for your Company, part of the highly volatile Chemical Industry faces certain threats and risks.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head ''Financial Results and Performance''.

Internal Control Systems and Adequacy

Your Board has adopted appropriate procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Material Developments in Human Resource / Industrial Relation front, including number of people employed

a. The number of employees for the year under review was 106.

b. There were no material developments as regards human resources / industrial relations front during the period under review.

Credit Rating

Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency ICRA. Your Company has retained long-term rating of BBB- and short-term rating of A3. The outlook assigned on the long-term rating is stable.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed there under, M/s R. A. Kuvadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty second Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the twenty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Your Directors propose ratification of appointment of M/s R. A. Kuvadia & Co, Chartered Accountants, as statutory auditor for the year ended March 31, 2017.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, were appointed as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to “Chemicals” for the Financial Year ended March 31, 2016.

The Board of Directors at its Meeting held on May 20, 2016 has, on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to “Chemicals” for the Financial Year 2016-17 on a remuneration of Rs. 50,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The payment of remuneration to M/s V. J. Talati & Co., approved by the Board is accordingly placed for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report in Form MR-3, for financial year 2015-16, has been appended as “Annexure B” to this Report.

The Secretarial Auditors contained following qualification, reservation or adverse remarks:

The composition of the Board of Directors of the Company is not in accordance with the provisions of Regulation 17( 1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board''s Explanation / Comments on above remarks:

The Company will work-out for a suitable option either to appoint new Independent Director or appoint any existing non-executive director, not being a promoter or related to promoter, as Chairman to make the Board composition as per provisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Directors at their Meeting held on May 20, 2016 has re-appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2016-17.

BOARD COMMITTEES

Detailed composition of mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. The said Policy has been uploaded on the website of the Companywww.ashokalcochem.com/InvetorUpdate.html.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENT

The details of Loans and Investment made by the Company, during the year, are as below:

Name of Party	Nature of Transaction	Amount (Rs.)
Ashapura Claytech Ltd. Ashwa Minerals Private Limited	Loan Given Investment in Equity Shares	2,25,00,000 73,10,000

The Company had also made investment in liquid funds which were redeemed before March 31, 2016. The Company has not provided any guarantee and/or securities.

TRANSACTIONSWITH RELATED PARTY

The transactions entered into by the Company with the related parties are on arm''s length basis and in the ordinary course of business and were not material in nature. Accordingly, the disclosure of said transactions in requisite Form AOC-2, is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company had duly constituted Corporate Social Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of composition of CSR Committee etc. are provided under the Corporate Governance Report.

RISK MANAGEMENT POLICY

Risks can be internal and external and are inherent in all administrative and business activities. Formal and systematic risks have evolved and they are now regarded as good management practice also called Risk

Management. Your Directors have been entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework, overseeing all the risks that the organization faces and also identify and assess adequacy of risk management infrastructure. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together govern and conducts the business of the Company and manages associated risks. The Company has introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wise Risk Management, Internal Control and Internal Audit methodologies and processes.

EXTRACT OFTHE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure D” to this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance forms part of this Report as “Annexure- E”.

A Certificate from M/s. Jay Mehta & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Regulations 2015, also forms part of the Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

SIGNIFICANT / MATERIAL ORDERS PASSED BYTHE REGULATORS/COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made there under.

During the year under review, the Company did not receive any complaint.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Rule 8 (3) of the Companies (Accounts) Rules, 2014, the required details are as below:

Conservation of energy:

(i) The steps taken or impact on conservation of energy

Energy Conservation dictates how efficiently a company can conduct its operations. Your Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. Your Company has undertaken various energy efficient practices and has strengthened the Company''s commitment towards becoming an environment friendly organization. The Key Initiatives towards conservation of Energy were:

- Internal periodic energy audits to improve energy performance and benchmarks.

- Commissioning of an Advance Technology environment Protecting Boiler.

- Minimizing energy consumption by calculating thermodynamically feasible energy targets and optimizing heat recovery systems, energy supply methods and process operating conditions through Pinch Analysis.

- Modifications of Heat Recovery systems for eliminating waste steam and thereby optimizing energy resources.

(ii)The steps taken by the Company for utilizing alternate sources of energy

Major energy conservation initiatives taken for steam saving which has helped us to reduce the Coal consumption that has reduced emission of CO2 in atmosphere, which helps in global warming. Harmonic Audit is done at the plant to identify the losses in the plant and rectify the same.

(iii)The capital investment on energy conservation equipment - Rs. 296.05 lacs (Boiler & Heat recovery Cost) Technology absorption:

The Company''s integrated new research and technology unit helps create superior value by harnessing internal research and development skills and competencies and by innovating in emerging technology domains related to various business.

The Company focuses on new product, process modification to support existing business and create breakthrough technologies for new business. Major Efforts made towards Technology Absorption, developed 5 new products in R & D with successive trials. Development of New Quality Control Analytical for R & D Support solved the rebottling of the utility Load to run the plant on full capacity.

Foreign exchange earnings and outgo

(Amount in lacs)

Total Foreign Exchange used and earned	2015 - 2016	2014 - 2015
i. Foreign Exchange used	3275.26	2644.20
ii. Foreign Exchange earned	18486.51	20257.84

ACKNOWLEDGMENT

The Board acknowledges with thanks the contributions and support received from the Shareholders Government, Local Authorities, Financial Institutions & Banks, Creditors & Suppliers, Valued Customers, Employees and other Stakeholders of your Company.

For and on behalf of the Board

sd/- sd/-

Place: Mumbai Purab Shah Sunil Shah

^{Date: August} 1^st 2013 Executive

Director & CEO Director

---

Mar 31, 2015

Dear Members,

The Directors present their 23rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31,2015.

The following figures summaries the financial performance of your Company during the year under review:

FiNANCiAL RESULTS (Rs. in Lacs)

Particulars March 31,2015 March 31,2014

Turnover (Net of Excise & Sales Tax) and Other Income 35504.42 22260.33

Profit (Loss) before Interest, Depreciation and Tax 2350.29 929.51

Less: Interest 69.52 52.30

Depreciation 84.01 110.47

Deferred Tax Surplus/ (Provision) 20.30 (8.88)

Current Tax 780.00 248.00

MAT Entitlement Credit (54.75) -

Prior Period Adjustments - 45.76

Net Profit / (Loss) for the year 1451.21 481.86

RESULTS OF OPERATIONS ANDTHE STATE OF COMPANY'S AFFAIRS

The rise in the profits is due to huge demand for bauxite in the overseas market for the trading division and improved efficiency of the manufacturing vertical. Moreover in addition the chemical division also performed substantially better vis-a-vis compared to previous year 2013-14. The fall in the crude prices didn't deter the profitability of you r Company.

Your Company has been very successful and consistent during the financial year 2014-15. Your Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around product placement in niche market overseas as well in the domestic sector. The capital expenditure was Rs 151 lacs mainly on account of ongoing expansion projects in the chemical division. Your Company has set up its own R&D centre and has successfully tested new products to be launched in the near future. Your Company has been consistent in the manufacturing segment wherein the capacity utilization also increased by 36% mainly on account of huge expenditure on automization and recovery processes. Your Company in order to improve the efficiency has envisaged in the installation of a new Boiler with a higher capacity to cater to existing as well as new products. The Capex cost is Rs 250 lacs which has been arranged through internal accruals.

No material changes and commitments have occurred after the close of the financial year till the date of this report which affects the financial position of your Company.

DIVIDEND

Considering the performance of your Company during the year under review, your Directors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended March 31, 2015. If the proposed dividend is approved by the Members at the ensuing Annual General Meeting, the total dividend payout will be Rs. 46,00,343/-. The tax on dividend payout borne by the Company will be Rs. 9,36,519/-.

TRANSFER TO GENERAL RESERVES

Your Company proposes to transfer Rs. 5,00,00,000/- to the general reserves of the Company.

SHARE CAPITAL

Pursuant to special resolution passed by the shareholders through Postal Ballot on February 17, 2014 [in compliance with Companies (passing of the Resolution by Postal Ballot) Rules, 2011], the Board of Directors of the Company at its Meeting held on March 26, 2014, had, inter alia, allotted 4,50,000 convertible Warrants of face value of Rs 30/- to Aura Alkalies and Chemicals Private Limited, a Promoter Group Company, on a preferential basis. The said issue and allotment was made pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.

During the year under review, Aura Alkalies and Chemicals Private Limited expressed its willingness to convert warrants into equity shares and submitted Warrant Exercise Application Form along with the balance 75% consideration. Accordingly, the Board of Directors of the Company at its Meeting held on March 25, 2015 approved the conversion of 4,50,000 Warrants into Equity Shares and allotted 4,50,000 Equity Shares of Rs 10/- each at a premium of Rs 20/- each.

The balance consideration received from Aura Alkalies and Chemicals Private Limited had been utilized for the purpose for which they have been raised i.e. for augment of working capital or enhancement of Net Worth of the Company or enhancement of Company's ability to raise institutional finance in future.

Accordingly, during the year under review, the Issued, Subscribed and Paid-Up Equity Share Capital of the Company has increased from Rs. 415,03,430/- divided into 41,50,343 Equity Shares of Rs. 10/- each to Rs. 460,03,430/- divided into 46,00,343 Equity Shares of Rs. 10/- each.

However, the Authorized Share Capital of the Company remain unchanged at Rs.7,00,00,000/- divided into 50,00,000 Equity Shares of Rs 10/- each and 20,00,000 11% Preference Shares of Rs 10/- each.

Holding Company

Consequent to conversion of warrants into Equity Shares, Aura Alkalies and Chemicals Private Limited becomes Holding Company of your Company and its shareholding stands increased to 54.75% at the end of the year.

Subsidiary / Associate Company

Your Company does not have any subsidiary and/or associate company and hence, the details relating thereto is not applicable.

CHANGE IN PROMOTERS

During the year under review, Mr. Sunil Shah and M/s HK Dealers Private Limited had purchased shares of your Company and consequently fall under the "Promoter and Promoter Group" of the Company. The present promoters of your Company are:

Sr. Name No. of Shares % to total paid held up capital No.

1. Aura Alkalies and Chemicals Private Limited 2518632 54.75

2. Mr. Sunil Shah 1000 0.02

3. HK Dealers Private Limited 1000 0.02

Total Promoters' holding 2520632 54.79

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. Manoj Ganatra and Dr. Umesh Kulkarni were appointed as an Independent Directors at the Annual General Meeting of the Company held on September 26, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The said Independent Directors are not liable to retire by rotation. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Sridhar Chari retires by rotation and being eligible has offered himself for re-appointment.

During the year under review, in compliance with the provisions of second proviso to section 149(1) of the Companies Act, 2013 and the Listing Agreement, the Board of Directors had at its Meeting held on March 30, 2015 appointed Ms. Neeta Shah as an Additional Director of the Company w.e.f. April 1,2015 who ceases to hold office at the ensuing annual general meeting. Your Directors propose appointment of Ms. Neeta Shah as Director of the Company.

During the year under review, pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the Company designated Mr. Sridhar Chari, Whole Time Director and Mr. V. Shashidharan, AGM -Finance & Accounts, as Key Managerial Personnel (KMP) and appointed Ms. Seema Gangawat as Company Secretary, Key Managerial Personnel, w.e.f. April 1,2014.

Subsequent to the year under review, Mr. V. Shashidharan was appointed as Chief Financial Officer of the Company w.e.f. July 30, 2015.

NUMBER OF MEETINGS OFTHE BOARD:

During the year under review, six meetings of the Board of Directors were held as detailed below:

Date(s) on which meeting(s) were held

May 29, 2014 February 10, 2015

August 13, 2014 March 25, 2015

November 12, 2014 March 30, 2015

PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules made there under and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the performance of each independent director for the financial year 2014-15.

The evaluation framework for assessing the performance of Directors, inter alia, comprises of the following key areas:

i. Expertise;

ii. Objectivity and Independence

iii. Guidance and support in context of the Company's operations;

iv. Understanding of the Company's business;

v. Understanding and commitment to duties and responsibilities;

vi. Willingness to devote the time needed for effective contribution to Company;

vii. Participation in discussions in effective and constructive manner at the Meetings;

viii. Responsiveness in approach;

ix. Ability to encourage and motivate the Management for continued performance and success.

In a separate meeting of the Independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as per "Annexure A".

The Company is not required to provide statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as no employee covered under the said Rule 5(2), during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

a. in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 as at March 31,2015 and the profit of the Company for the year ended on that date;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Financial Performance

Financial performance achieved by your Company during the year under review, are shown above under the head

"FINANCIAL RESULTS".

Internal Control Systems and Adequacy

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Material Developments in Human Resource / Industrial Relation front, including number of people employed

a. The number of employees for the year under review was 80.

b. There were no material developments as regards human resources / industrial relations front during the period under review.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency ICRA. Your Company has been assigned first time long-term rating of BBB- and short-term rating of A3. The outlook assigned on the long-term rating is stable.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s R.A. Kuvadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty second Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the twenty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Your Directors propose ratification of appointment of M/s R. A. Kuvadia & Co., Chartered Accountants, as statutory auditor for the year ended March 31,2016.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 M/s N. Ritesh & Co., Cost Accountants, having Registration No. 100675, were appointed as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the FinancialYear ended March 31,2015.

The Board of Directors at its Meeting held on July 30, 2015 has, on the recommendation of the Audit Committee, appointed M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the Financial Year 2015-16 on a remuneration of Rs. 50,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The payment of remuneration to M/s V. J. Talati & Co., approved by the Board is accordingly placed for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for financial year 2014-15, has been appended as "Annexure B" to this Report.

The Secretarial Auditors contained following qualification, reservation or adverse remarks:

(i) Pursuant to the provisions of Section 149 of the Act, Company has not appointed woman director till March 31,2015, whereas the Board of Directors of the Company had passed the resolution at its Meeting held on March 30, 2015 for appointment of Woman director effective from April 1,2015.

(ii) Pursuant to the provisions of Clause 31 of the Listing Agreement, six copies of the Statutory and Directors' Annual Reports along with 'Form A', Balance Sheets and Profit and Loss Accounts for the financial year ended March 31,2014 was submitted with a delay of one day to the Stock Exchange.

Board's Explanation / Comments on above remarks

With regards to point no (i) mentioned above, the directors state that the Board of Directors of the Company at its Meeting held on March 30, 2015 had considered appointment of Ms. Neeta Shah as an Additional Director (Category- Non-Executive Director) on the Board of the Company. However, due to her pre occupancy, she was appointed as director w.e.f. April 1,2015. The Company had promptly intimated the Stock Exchange regarding appointment of Ms. Neeta Shah after the conclusion of aforementioned board meeting.

With regards to point no (ii) mentioned above, the directors state that due to non-availability of the signatory on Form A, which is required to submit along with six copies of the Statutory Report, Directors Report and Balance Sheet and Profit and Loss Accounts for the financial year ended March 31,2014, there was a delay of one day in submission of Annual Reports for the FY 2013-14 with Stock Exchange. The Company has paid the penalty for delayed submission.

The Board of the Directors at their Meeting held on July 30, 2015 has appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015- 16.

BOARD COMMITTEES

Detailed composition of mandatory Board Committees viz Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement with Stock Exchange.

LOANS AND INVESTMENT

During the year under review, the Company has not given any loans, made any investment and provided any guarantee and securities except investment made in liquid funds which were redeemed before March 31,2015.

TRANSACTIONS WITH RELATED PARTY

The Company has not entered into any transactions with related party; hence information on transactions with related parties to be provided in Form AOC-2, pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company had duly constituted Corporate Social Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year under review are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For further details of CSR Committee, please refer Corporate Governance Report.

RISK MANAGEMENT POLICY

Risks can be internal and external and are inherent in all administrative and business activities. Formal and systematic risks have evolved and they are now regarded as good management practice also called Risk Management. During the year, your Directors have been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework, overseeing all the risks that the organization faces and also identify and assess adequacy of risk management infrastructure. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together govern and conducts the business of the Company and manages associated risks. The Company has introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wise Risk Management, Internal Control and Internal Audit methodologies and processes.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure D" to this Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as "Annexure- E".

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule made thereunder.

During the year under review, the Company did not receive any complaint.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

I n terms of Rule 8 (3) of the Companies (Accounts) Rules, 2014, the required details are as below:

Conservation of energy

(i) The steps taken or impact on conservation of energy

Energy Conservation dictates how efficiently a Company can conduct its operations. Your Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. Your Company has undertaken various energy efficient practices and has strengthened your company's commitment towards becoming an environment friendly organization. Your Company conducts periodic energy audits to improve energy performance and benchmark.

(ii) The steps taken by the Company for utilising alternate sources of energy

Major energy conservation initiatives taken for steam saving which has helped us to reduce the Coal consumption that has reduced emission of CO2 in atmosphere, which helps in global warming. Harmonic Audit is done at the plant to identify the losses in the plant and rectify the same, the power factor is maintained as per the rules and we receive subsidy for the same.

(iii) The capital investment on energy conservation equipment

Your Company has revamped the process for energy conservations by stoppage of wastage of live steam and installation of Proper System for removal of water from the steam. All the damage insulation has been replaced to control the heat loss.

Your Company has invested almost Rs. 70 Lacs for the conservation of energy during the financial year. Technology absorption

The Company's integrated new research and technology unit helps create superior value by harnessing internal research and development skills and competencies and by innovating in emerging technology domains related to various business.

The Company's focuses on new product, process modification to support existing business and create breakthrough technologies for new business, support to capital projects, and profit and reliability improvements in manufacturing plant.

Foreign exchange earnings and outgo

Total Foreign Exchange earned and used.

(Amount in Rs.)

Current Year Previous Year

i. Foreign Exchange used 32,74,63,444 10,19,97,990

ii. Foreign Exchange earned 202,57,84,410 108,38,38,286

ACKNOWLEDGMENT

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Sridhar Chari Manoj Ganatra Whole Time Director Director

Place: Mumbai Date: July 30, 2015

---

Mar 31, 2014

The Members,

Ashok Alco-Chem Limited

Mumbai.

The Directors present their 22nd Annual Report together with the Audited Statement of Accounts of your Company for the year ended March 31, 2014.

The following figures summaries the financial performance of your Company during the year under review:

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March March 31, 2014 31, 2013

Turnover (Net of Excise & Sales Tax) and Other Income 22260.33 23754.11

Profit (Loss) before Interest, Depreciation and Tax 934.37 1145.38

Less: Finance Cost 57.16 75.61

Depreciation 110.47 116.89

Deferred Tax Surplus/ (Provision) (8.88) 342.13

Current Tax 248.00 51.04

Add: MAT Entitlement Credit - (51.04)

Prior Period Adjustments 45.76 -

Net Profit / (Loss) for the year 481.86 610.75

Balance in Statement of Profit & Loss (738.53) (1349.29)

Balance Carried Forward (256.66) (738.53)

2. DIVIDEND:

Considering the carry forward loss, your Board of Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. OPERATION IN BUSINESS PERFORMANCE:

Your Company during the reviewed year showed moderate performance by registering Total Income of Rs. 22,260.33 lacs (Net of Excise and Sales Tax) as against of Rs. 23,754.11 lacs of previous year. Your Company also earned Net Profit of Rs. 481.86 lacs as against Net Profit of Rs. 610.75 lacs in the previous year.

Your Company during the year faced as adverse and unfavorable conditions with regards to its Chemical Division. Inspite of non availability of Working Capital facilities and dumping of imported raw materials at cheaper price, increase in cost of other inputs suppressed the margins the Chemical Division has generated Gross Income of Rs. 8,163.02 lacs against Rs. 7,918.66 lacs of previous year, increase of 3% at the Top line.

In the trading segment as a result of restrictions being eased, your Company has performed well in the bauxite and bleaching earth segment. These products having high revenue earning capacity increased the margins for the trading segment. Your Company has made efforts to focus on niche markets to generate high margins rather than volume based sales in its Trading Segment; as a result, while the volumes have not grown, profits have been stable at Rs. 1,072.84 lacs.

The overall profit for the year under review is of Rs. 481.86 lacs, as against profit of Rs. 610.75 lacs, of the previous year.

With effective penetration of market and undertaking of systematic and planned approach, your Company hopes to bring improved results in coming years on a consolidate level. Your Company endeavors to optimize its capacity utilization in Chemical Division by investing in process modification and better efficacy. In order to avail better discounts in procurement of raw materials, your Directors envisage perusing availment of working capital facilities for resource optimization.

4. PREFERENTIAL ALLOTMENT & CAPITAL:

Pursuant to special resolution passed by the shareholders through Postal Ballot on February 17, 2014 [in compliance with Companies (passing of the Resolution by Postal Ballot) Rules, 2011 ], the Board of Directors had, during the year under review, in its Meeting held on March 26, 2014, issued and allotted 3,75,000 Equity Share of Rs. 10/- each at a premium of Rs. 20/- each and 4,50,000 warrants of face value of Rs 30/- each, fully convertible into equity shares, to Aura Alkalies and Chemicals Private Limited, a Promoter Group Company, on a preferential basis. The said issue and allotment was made pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of face value of Rs. 10/- each and at a premium of Rs. 20/- per equity share in one or more tranches but not later than 18 months from the date of their allotment i.e. on or before September 25, 2015.

Further, the Company had received Rs. 1,46,25,000 towards allotment of 3,75,000 Equity Shares and 4,50,000 Warrants (received 25% of total consideration) and the same were utilized for the purpose for which they have been raised i.e. for augment of working capital or enhancement of Net Worth of the Company or enhancement of Company''s ability to raise institutional finance in future.

Accordingly, during the year under review, the Issued, Subscribed and Paid-Up Equity Share Capital of your Company has increased from Rs. 377,53,430/- divided into 37,75,343 Equity Shares of Rs. 10/- each to Rs. 415,03,430/- divided into 41,50,343 Equity Shares of Rs. 10/- each.

However, the Authorized Share Capital of your Company remain unchanged at Rs. 5,00,00,000 divided into 50,00,000 Equity Shares of Rs. 10/- each and Rs. 2,00,00,000 divided into 20,00,000 11% Cumulative Redeemable Preference Shares of Rs. 10/- each.

Consequent to aforesaid allotment of Equity Shares, the Promoter''s stake has been increased from 44.86% to 49.84% in the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Financial Statements of your Company for the year ended March 31, 2014, the Board of Directors reports-

a. that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the annual accounts on a going concern basis.

7. BOARD OF DIRECTORS:

During the year under review, Mr. Rajendra Shah and Mr. Sanjay Bhatia resigned from the Board of the Company w.e.f. April 5, 2013 and January 1, 2014 respectively.

Pursuant to the provisions of the new Companies Act, 2013, Mr. Manoj Ganatra and Dr. Umesh Kulkarni, Independent Directors of the Company, whose present term of office is liable to retire by rotation, be re-appointed as Independent Directors, not liable to retire by rotation and shall hold office for a term of 5 consecutive years from the conclusion of the ensuing Annual General Meeting.

Your Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013 and under the said Clause 49.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Shah, Director, is liable to retire by rotation and being eligible, offers himself for re-appointment.

8. AUDIT COMMITTEE:

As required in terms of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited, the duly constituted Audit Committee performed its duties as required in terms thereof.

9. STATUTORY DISCLOSURES:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

10. COMPLIANCE CERTIFICATE:

In terms of Section 383 A of the Companies Act, 1956, the Company has received Compliance Certificate from Practicing Company Secretaries which is annexed to this Report as

Annexure - B.

11. CORPORATE GOVERNANCE:

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure- C.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company has duly constituted Corporate Social Responsibility Committee; refer Corporate Governance Report for details.

13. HEALTH SAFETY AND ENVIRONMENT:

Your Company''s commitment to excellence in Health and Safety is embedded in your Company''s core values. Your Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. Your Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

14. AUDITORS:

M/s. R. A. Kuvadia & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office untill the conclusion of the forthcoming Annual General Meeting of the Company. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules framed thereunder, it is proposed to re-appoint them as Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of twenty fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. M/s. R. A. Kuvadia & Co. have, under section 139 (1) and other applicable provisions of the said Act and Rules framed thereunder, furnished a certificate of their eligibility and consent of re-appointment.

15. AUDITORS'' OBSERVATIONS:

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

16. COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and pursuant to the approval of Central Government received by the Company, M/s N. Ritesh & Co. having registration no. 100675, were appointed as the Cost Auditors of the Company for auditing the cost accounting records maintained by the Company relating to "Chemicals" for the financial year 2013-14. The Cost Audit for the year ended March 31, 2013 was completed within specified time and report was duly filed within the prescribed time limit with ROC.

The Board of Directors at its Meeting held on May 29, 2014 has, on the recommendation of the Audit Committee, appointed M/s N. Ritesh & Co., Cost Accountants to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the Financial Year 2014-15 on a remuneration of Rs. 40,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. The payment of remuneration to M/s. N. Ritesh & Co., approved by the Board, is accordingly placed for ratification.

17. FIXED DEPOSITS:

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

18. INSURANCE:

The properties and insurable assets of your Company including buildings, plant and machinery and inventories are adequately insured.

19. EMPLOYEES:

Cordial atmosphere of understanding prevailed at all levels of employees of your Company.

20. ACKNOWLEDGMENT:

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Place: Mumbai Sridhar Chari Sunil Shah Date: August 13, 2014 Whole Time Director Director

---

Mar 31, 2013

The Members of Ashok Alco-Chem Limited Mumbai.

The Directors submit their 21st Annual Report together with the Statement of Account for the year ended on March 31, 2013.

The following figures summaries the financial performance of your Company during the year under review:

1. Financial Results:

(Rs. in Lacs)

Particulars March March 31, 2013 31, 2012

Turnover (Net of Excise & Sales Tax) and Other Income 23754 32162

Profit (Loss) before Interest, Depreciation and Tax 1146 658

Less: Finance Cost 76 104

Depreciation 117 99

Deferred Tax Surplus/ (Provision) (342) (109)

Current Tax 51 -

Add: MAT Entitlement Credit 51 -

Prior Period Adjustments - 2

Net Profit / (Loss) for the year 611 348

Balance in Statement of Profit & Loss (1349) (1697)

Balance Carried Forward (738) (1349)

2. Dividend:

In view of carry forward loss, your Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. Operation in Retrospect:

During the Year under review, your Company showed moderate performance by registering Total Income of Rs. 23,754 lacs (Net of Excise and Sales Tax) as against of Rs. 32,162 lacs of previous year. Your Company also earned Net Profit of Rs. 611 lacs as against Net Profit of Rs 348 lacs in the previous year. In spite of the odds faced by Chemical division, such as adverse and unfavorable conditions due to dumping of imported products at cheaper price, increase in cost of other inputs, non availability of Working Capital facilities, etc. suppressing available margins, the Chemical Division has generated Gross Income of Rs. 7,919 lacs against Rs. 8,439 lacs of previous year.

In respect of the Global Trading Division, your Company has made efforts to concentrate on margin rich markets rather than volume based sales; as a result, while the volumes have not grown, profits have increased to Rs. 1,080 lacs in respect of Trading Division. The overall profit for the year under review is of Rs. 611 lacs, as against profit of Rs. 348 lacs of the previous year. Your Company has been as in past continuing to put thrust upon increasing productivity with utilization of its optimum capacity in Chemical Division and promotion of its Trading Division. With effective penetration of market and undertaking of systematic and planned approach, your Company hopes to bring improved results in coming years.

4. Registered Office:

During the year under review, your Company''s registered office shifted from 404, Sharda Chambers, Sir Vithaldas Thackersey Marg, 33, New Marine Lines, Mumbai - 400 020 to Room No. 104, Venkatesh Chambers, 1st Floor, Ghanshyam Talwatkar Marg, Fort, Mumbai - 400 001 w.e.f. November 27, 2012.

5. Management Discussion And Analysis:

(a) Industry Structure and Development:

Although, the overall growth rates of the global and the Indian Economy were relatively muted last year, your Company succeeded in sustaining its market share and increasing its profits. The Chemical & Metal industries are expected to be fairly resilient in the near term. In this scenario, your Company expects to sustain its volumes on one hand and focus in enhancing its margins thereon.

(b) Outlook:

The Industrial Chemical Industry in India is expected to register a moderate growth in the near future. Raw material cost volatility on account fluctuating exchange rates, below par industrial growth are some of the key challenges that the industry would need to overcome this year. Your Company expect to achieve a flexible sourcing and distribution network to garner higher market share and margins.

The Trading Division which is largely export oriented is expect to continue its strategy of seeking higher margins with moderate volume growth. The global metal industry to which your Company''s Trading Division caters to has been experiencing a mild growth rates over the last few quarters in terms of capacity addition but the existing demand there from is expected to be fairly resilient.

(c) Segment-wise Performance:

Your Company''s Chemicals Division has shown sustained capacity utlisation throughout the year despite challenging market conditions.

Although the revenues for the Trading Division in FY 2012-13 were lower than the previous financial year, the profits before interest and tax in the Trading Division grew in excess of 150%. Your Company''s overall profit after tax for FY 2012-13 was Rs. 611 lacs against Rs. 348 lacs in FY 2011 -12.

(d) Opportunities, Threats, Risks and Concerns:

The uncertainties faced by the Indian economy through movements in crude prices in international market as well as changes in government policies as to molasses and alcohol, towards allocation of the same for portable and automobile sector and export of molasses and alcohol, represent threats and risks to be reckoned in the Industry. Your Company being a part of the Industry is affected by these threats, risks and uncertainties as to Chemical division. Trading is highly exposed to various risks: Price risk, Credit risk, Exchange risk and Freight rates. Your Company tries to minimize the impact of these risks by entering into suitable hedging / forward contracts and effective risk management tools.

(e) Financial Performance:

Financial Performance achieved by your Company during the year under review, are shown in the Directors'' Report to the Shareholders.

(f) Internal Control Systems and Adequacy:

The Internal Control Systems are continuously being updated and strengthened, realizing the need for the same. The overall activities / transactions were closely monitored with proper checks and controls.

(g) Human Relations:

There have been cordial relations in your Company during the period. Your Company wishes to thank the workers, its union and leaders for their tremandous support.

(h) Cautionary Statement:

Statements in the Management Discussion and Analysis describing your Company''s objectives, projections, estimates, expectation may be ''forward - looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company''s operations include availability of adequate Working Capital, economic conditions affecting demand / supply, price conditions in the domestic, overseas markets, and volatility in foreign exchange in which your Company operates changes in Government regulations, tax laws and other statutes.

6. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Financial Statements of your Company for the year ended March 31, 2013, the Board of Directors reports-

a. that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. that the Directors have prepared the annual accounts on a going concern basis.

7. Board of Directors:

In accordance with the provisions of Section 256 of the Companies Act, 1956, Mr. Manoj Ganatra, Director, is liable to retire by rotation and being eligible, offers himself for re-appointment. During the year under review, following changes took place:

Sr. Name of the Remark No. Director

1. Mr. Sanjay Bhatia Appointed as an Additional Director on August 9, 2012 and got appointed as a Director of the Company in the Annual General Meeting held on September 6, 2012.

2. Dr. Anil M. Kadakia, Resigned w.e.f. November 26, Chairman & Managing 2012. Director

3. Mr. Vandravan P. Shah Passed away on February 6, 2013.

4. Mr. Sunil Shah Appointed as an Additional Director w.e.f. February 8, 2013.

5. Mr. Sridhar Chari Appointed as an Additional Director and Whole Time Director w.e.f. March 25, 2013.

Subsequent to the year under review, Mr. Rajendra Shah, Director, resigned from the Company w.e.f. April 5, 2013.

8. Audit Committee:

As required in terms of Clause 49 of the Listing Agreement entered into with the Bom bay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

9. Remarks made by Auditors in their Report:

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

10. Statutory Disclosures:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure - A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

11. Compliance Certificate:

In terms of Section 383 A of the Companies Act, 1956, the Company has received Compliance Certificate from Practicing Company Secretaries which is annexed to this Report as Annexure - B.

12. Corporate Governance:

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure - C.

13. Report on Corporate Social Responsibility:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at your Company encourages all its employees and other participants to ensure a positive impact and its commitment towards Corporate Social Responsibility.

Your Company respects human rights, values its employees, and invests in technologies and solutions for economic growth. Your Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

14. Health Safety and Environment:

Your Company''s commitment to excellence in Health and Safety is embedded in Your Company''s core values. Your Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. Your Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

15. Auditors:

M/s R. A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of Central Government, the Company has appointed M/s N. Ritesh & Co. as the cost auditor(s) of the Company to conduct the audit of cost accounting records maintained by the Company relating to "Chemicals" for the financial year 2013-14.

16. Fixed Deposits:

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

17. Insurance:

The properties and insurable assets of your Company including buildings, plant and machinery and inventories are adequately insured.

18. Employees:

Cordial atmosphere of understanding prevailed at all levels of employees of your Company.

19. Acknowledgment:

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Place: Mumbai Sridhar Chari Sanjay Bhatia

Date : August 8, 2013 Whole Time Director Director

---

Mar 31, 2012

To The Members, Ashok Alco-Chem Limited Mumbai.

The Directors submit their 20th Annual Report together with the Statement of Account for the year ended on 31st March, 2012.

The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results :

(Rs. In Lacs)

Particulars 31st March, 31st March, 2012 2011

Turnover (net of excise & sales tax)

and Other Income 31883 28692 Profit (Loss) before Interest,

Depreciation and Tax 658 293

Less: Finance Cost 104 98

Depreciation 99 99

Deferred Tax Surplus/ (Provision) (109) 80

Add: Prior period adjustment 2 2 Net Profit / (Loss) for the year 348 174

Balance in Profit & Loss Account (1697) (1871)

Balance Carried Forward (1349) (1697)

2. Dividend :

In view of carry forward loss, your Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. Operation in Retrospect:

During the Year under review, the Company showed significant improvement in performance by registering increased Total Income of Rs. 31883 lacs ( net of excise and sales tax ) as against of Rs. 28692 lacs of previous year. The Company also earned Net Profit of Rs. 328 lacs as against Net Profit of Rs 174 lacs in the previous year.

The Chemical Division has generated increased Gross Income of Rs. 8439 lacs against Rs. 2994 lacs of previous year.

In respect of Global trading, the company has made efforts to increase its margins. As a result, while the sale has not grown, profits have increased to Rs. 382 lacs in respect of trading division.

The overall profit for the year under review is of Rs. 348 lacs, as against profit of Rs. 174 lacs, of the previous year.

In spite of the odds faced by Chemical division, such as adverse and unfavorable conditions due to dumping of imported products at cheaper price, increase in cost of other inputs, non availability of Working Capital facilities, etc. suppressing available margins, the division has registered a growth of Rs 5445 lacs in turnover and a reduction in loss to Rs 55 lacs. This was possible because of continuous and conscious efforts to exploit its increased installed capacity and generate higher Turnover and reduce its fixed and overhead cost with increase in volume of production, correspondingly.

The Company has been as in past continuing to put thrust upon increasing productivity with utilization of its Optimum capacity in Chemical Division and promotion of its Trading divisions. With effective penetration of market and undertaking of systematic and planned approach, the Company hopes to bring improved results in coming years.

4. Management Discussion And Analysis:

(a) Industry Structure and Development :

The overall growth of the Indian Economy and higher industrial growth augur well for the future. The industrial climate is also positive for an enhanced role in the global economy. In this scenario, market for the Company's products has improved substantially and this development is expected to continue in the future.

(b) Outlook :

Organic Chemical Industry in India continues to face competition within itself from petro-route vis-a-vis the alcohol route. Again the pricing of petro-route had direct relation with the movements in crude prices internationally whereas the pricing of alcohol route had effects of government policies of using alcohol in automobile fuel, portable uses.

Trading Division continues to see volatility in commodity prices and a reduced demand globally. The availability of natural resources is also proving to be a constraint for growth. The Company seeks to improve operating margin by better sourcing.

(c) Segment-wise Performance :

The Company's Chemicals division has shown significant working improvement during the last quarter of the year 2011- 12 due to enhanced manufacturing capacity of Ethyl Acetate. The trading division posted better operating margins and higher profitability. The volatility in foreign exchange however is getting difficult to manage. But the Company has maintained its profitability by better fore and freight management.

(d) Opportunities, Threats, Risks and Concerns:

The uncertainties faced by the Indian economy through movements in crude prices in international market as well as changes in government policies as to molasses and alcohol, towards allocation of the same for portable and automobile sector and export of molasses and alcohol, represent threats and risks to be reckoned in the Industry. The Company being a part of the Industry is affected by these threats, risks and uncertainties as to Chemical division.

Trading is highly exposed to various risks: Price risk, Credit risk, Exchange risk and Freight rates. The Company tries to minimize the impact of these risks by entering into suitable hedging / forward contracts, and effective risk management tools.

(e) Financial Performance:

Financial Performance achieved by the Company during the year under review, are shown in the Directors' Report to the Shareholders.

(f) Internal Control Systems and Adequacy:

The Internal Control Systems are continuously being updated and strengthened, realizing the need for the same. The overall activities / transactions were closely monitored with proper checks and controls.

(g) Human Relations :

There have been cordial relations in the Company during the period. The Company wishes to thank the workers, its union and leaders for their continuing solid support.

(h) Cautionary Statement :

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectation may be 'forward - looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include availability of adequate Working Capital , economic conditions affecting demand / supply, price conditions in the domestic , overseas markets, and volatility in foreign Exchange in which the Company operates, changes in Government regulations, tax laws and other statutes.

5. Directors' Responsibility Statement :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that :

i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date ;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts on a 'going concern' basis.

6. Board of Directors :

Dr. Umesh Kulkarni retires by rotation and being eligible, offers himself for re-appointment.

7. Audit Committee :

As required in terms of Clause 49 of the Listing Agreement entered in to with the Bombay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

8. Remarks made by Auditors in their Report :

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

9. Statutory Disclosures :

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

10. Corporate Governance:

As per the amended Listing Agreement with the Bombay Stock Exchange Limited, your Company complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure - B.

11. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company respects human rights, values its employees, and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

12. Health Safety and Environment:

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

13. Auditors :

M/s R. A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956 your Directors have appointed M/s N. RITESH & ASSOCIATES to conduct the cost audit of Chemical Division at Mahad for the year 2012- 2013.

14. Fixed Deposits :

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

15. Insurance :

The properties and insurable assets of the Company including buildings, plant and machinery and inventories are adequately insured.

16. Employees :

Cordial atmosphere of understanding prevailed at all levels of employees of the Company.

17. Acknowledgment :

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of the Company.

For and on behalf of the Board,

Place : Mumbai Anil M. Kadakia

Date : 22.05.2012 Chairman & Managing Director

---

Mar 31, 2010

The Directors submit their 18th Annual Report together with the Statement of Account for the year ended on 31st March, 2010. The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results :

(Rs. In Lacs)

Particulars 31st March, 31st March,

2010 2009

Turnover (net of excise and sales tax) and Other Income 19909 665

Profit/(Loss) before Interest,

Depreciation and Tax 65 183

Add/Less : Interest 9 69

Depreciation 114 109

Fringe Benfit Tax 0 1

Deferred Tax Surplus 37 25

Add : Prior period adjustment 15 7

Net Profit / (Loss ) for the Year (36) (330)

Balance in Profit & Loss Account (1835) (1505)

Balance Available for Appropriation (1871) (1835)

2. Dividend :

In view of the carried forward loss, your Directors regret their inability to recommend payment of dividend to the Shareholders for the year under review.

8. Directors Responsibility Statement :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory auditors and have 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 viz., March 31st , 2010 and of the Loss of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting standards and records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

9. Directorate :

Shri Subramaniam Ayyar, the Director, retires by rotation at the ensuing Annual General Meeting, however, being eligible, offers himself for re-appointment.

10. Audit Committee :

As required in terms of Clause 49 of the Listing Agreement entered in to with the Bombay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

11. Remarks made by Auditors in their Report :

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

12. Statutory Disclosures :

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

13. Corporate Governance :

As per the amended Listing Agreement with the Bombay Stock Exchange Limited , your Company complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure- B.

14. Auditors :

M/s R.A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

Members are requested to consider their appointment as the Statutory Auditors of the Company in place of retiring Auditors, for the current financial year and fix their remuneration.

15. Fixed Deposits :

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of the Companies Act, 1956 and the rules made there under.

16. Insurance :

The properties and insurable assets of the Company including buildings, plant and machinery and inventories are adequately insured.

17. Employees :

An atmosphere of understanding prevailed at all levels of employees of the Company.

18. Acknowledgment :

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, employees and the Shareholders of the Company.

For and on behalf of the Board,

Place : Mumbai, Dr. Anil M. Kadakia

Date : 29th May, 2010 Chairman & Managing Director