To the Members,
The Board of Directors are pleased to present the Eighth Board Report of Aegeus
Technologies Limited (formerly known as Aegeus Technologies Private Limited) ("the
Company"), together with the Audited Financial Statements for the Financial Year
ended March 31, 2025.
1. Financial Summary:
|
|
(' in Lakhs) |
| Particulars on |
For the period ended on March 31, 2025 |
For the period ended March 31, 2024 |
| Revenue from Operations |
2189.01 |
1527.38 |
| Other Income |
0.97 |
0.99 |
Total Income |
2189.98 |
1528.38 |
Total Expenses |
2000.82 |
1423.90 |
| Profit before exceptional and extraordinary items |
189.16 |
104.48 |
| Exceptional items |
- |
- |
| Extraordinary items |
- |
- |
| Profit before tax |
189.16 |
104.48 |
| Prior period item |
16.95 |
- |
| Current Tax |
42.34 |
- |
| Deferred tax |
(5.20) |
1.02 |
| Minimum Alternate Tax (MAT) credit entitlement |
|
|
| Profit for the year |
135.07 |
103.45 |
2. State Of Company's Affairs and Review of Operations:
Standalone revenue from operations of R 2189.98 Lakhs in Financial Year
2024-25 which was 43.29 % higher than the revenue from operations of ^ 1528.38 Lakhs
in Financial Year 2023-24.
The Company has recorded profit before tax and profit after tax for the Financial Year
2024-25 at K 189.16 Lakhs and ^ 135.07 Lakhs, respectively as compared to the
profit before tax and Profit after tax of ^ 104.48 Lakhs and ^ 103.45Lakhs, respectively
for Financial Year 2023-24.
3. Change In the Nature of Business, If Any:
Throughout the financial year under review, the Company continued its primary business
activity of manufacturing and supplying intelligent robotic systems, Al-based monitoring
solutions, and automation equipment for solar power plants. There was no change in the
nature of business of company.
The Board of Directors remains confident in the Company's strategic direction and
operational capabilities. With a focus on growth and efficiency, they are hopeful for an
enhanced performance and a rise in revenue in the forthcoming financial year.
4. Dividend:
In order to conserve the resources for long run working capital requirement and
expansion of business, the Board of Directors has not recommended any Dividend for the
financial year ended March 31, 2025.
5. General Reserves:
During the period under review the Company has not transferred any amount to the
General Reserves for the financial Year ended March 31, 2025.
e. Alteration to Memorandum and Articles of Association:
> Conversion of Private Limited into Public Limited:
The Company was converted from a Private Limited to a Public Limited Company on August
8, 2024, following the issuance of a fresh Certificate of Incorporation by the Registrar
of Companies, Bengaluru. Consequently, the Company's name has been changed to "AEGEUS
TECHNOLOGIES LIMITED (FORMERLY KNOWN AS AEGEUS TECHNOLOGIES PRIVATE LIMITED). This
conversion necessitates corresponding amendments to the Memorandum and Articles of
Association to reflect the Company's new status and ensure compliance with the regulatory
requirements for public companies.
> Authorised Share Capital:
During the financial year under review, the Company cancelled 46,471 (forty-six
thousand four hundred and seventy-one only) unissued Preference Shares of ^10/- (Rupees
ten only) each and 3,529 (three thousand five hundred and twenty-nine only) Compulsorily
Convertible Preference Shares of ^10/- (Rupees ten only) each. Further, the Company
increased its authorised equity share capital by creating 50,000 (fifty thousand) Equity
Shares of ^10/- (Rupees ten only) each.
Additionally, during the year under review, the authorised share capital of the Company
was increased from 10,00,000/- (Rupees ten lakh only) divided into 1,00,000 (one lakh
only) Equity Shares of the face value of Rs.10/- (Rupees ten only) each, to
Rs.9,00,00,000/- (Rupees Nine crore only) divided into 90,00,000 (Ninety Lakh only) Equity
Shares of the face value of Rs.10/- (Rupees ten only) each, pursuant to the resolution
passed by the members at the Extra-Ordinary General Meeting held on August 14, 2024.
7. Share Capital
> Issued and Paid-Up Share Capital:
During the financial year under review, the paid-up share capital of the Company
increased pursuant to the following corporate actions:
a. Conversion of Preference Shares into Equity Shares:
The Company converted 3418 (Three Thousand Four Hundred and Eighteen) Compulsorily
Convertible Preference Shares into an equivalent number of Equity Shares of ^10/- (Rupees
ten only) each on May 22, 2024, in accordance with the terms of issue approved by the
shareholders and as per the applicable provisions of the Companies Act, 2013. The said
conversion resulted in an increase in the paid-up equity share capital of the Company to
15,743 Equity shares of ^10/- (Rupees ten only) each.
b. Issue of Bonus Shares:
The Company allotted 55,10,050 (Fifty Five Lakh Ten Thousand and Fifty) fully paid-up
Equity Shares of ^10/- (Rupees ten only) each, as Bonus Shares in the ratio of 350:1 to
the existing shareholders, by capitalising a sum of R 5,51,00,500 out of the
Company's free reserves/securities premium account, as approved by the shareholders on
September 23, 2024. This allotment resulted in an increase in the paid-up equity share
capital to 55,25,793 Equity shares of ^10/- (Rupees ten only) each.
c. Issue of Shares on Private Placement Basis:
The Company further issued and allotted:
• 1,53,600 (One Lakh Fifty Three Thousand Six Hundred) Equity Shares of ^10/-
(Rupees ten only) each at a premium of ^ 61/- per share, for an aggregate consideration of
R 1,09,05,600 on October 10, 2024
• , 2,85,600(Two Lakh Eighty Five Thousand Six Hundred) Equity Shares of ^10/-
(Rupees ten only) each at a premium of ^ 61/- per share, for an aggregate consideration of
^ 2,02,77,600 on October 21, 2024
• 1,51,200 (One lakh Fifty One Thousand Two Hundred) Equity Shares of ^10/-
(Rupees ten only) each at a premium of ^ 61/- per share, for an aggregate consideration of
^ 1,07,35,200 on November 15, 2024.
on a private placement basis, in compliance with Section 42 and other applicable
provisions of the Companies Act, 2013 and rules made thereunder. The allotment was made
pursuant to members' approval obtained at the Extra-Ordinary General Meeting held on
September 30, 2024
Accordingly, as at March 31, 2025, the total paid-up share capital of the Company
stands at ^6,11,61,930 divided into 61,16,193 Equity Shares of ^10/- (Rupees ten only)
each.
8. Number Of Board Meetings Conducted During the Year Under Review
The Company has conducted Fifteen Board meeting on 04/04/2024, 23/04/2024,
02/05/2024, 22/05/2024, 20/07/2024, 07/08/2024, 14/08/2024, 23/09/2024, 26/09/2024,
10/10/2024, 21/10/2024, 08/11/2024, 15/11/2024, 15/02/2024, and 08/03/2025 during the
financial year under review.
| Name of Director |
Designation |
No. of Board meeting entitled to attend |
No. of Board meeting Attended |
| SURAJ VERNEKAR'D |
Director |
15 |
15 |
| ROOPAVERNEKAR |
Director |
15 |
15 |
| NISHITH RAMESHCHANDRA SHAH |
Director |
15 |
15 |
9. Directors and Key Managerial Personnel:
The leadership framework of any company is built upon its Board of Directors and Key
Managerial Personnel (KMP). Together, they guide the organization toward achieving its
strategic goals while maintaining regulatory compliance and ethical standards.
As on March 31, 2025, the strength of the Board of Directors was 3 (Three), the
composition as on that date is as under:
| SI. No. Name of the Director |
DIN |
Designation |
Date of appointment |
| 1. Suraj Vernekar |
07434465 |
Director |
20/04/2017 |
| 2. Roopa Vernekar |
07449656 |
Director |
20/04/2017 |
3. Nishith Rameshchandra Shah |
05224173 |
Director |
13/08/2019 |
There were no changes in the composition of the Board during the year.
After the closure of financial year and till the date of signing of report following
changes took place in the composition of Board of directors and KMP of the company:
| NAME |
DIN |
DESIGNATION |
DATE OF APPOINTMENT/ CHANGE IN DESIGNATION /CESSATION |
NATURE OF CHANGE |
| SURAJVERNEKAR |
07434465 |
Managing Director |
01/07/2025 |
CHANGE IN THE DESIGNATION |
| PRATAP CHANDRA MISHRA |
" |
Chief Financial Officer |
01/07/2025 |
CHANGE IN THE DESIGNATION |
| SURBHI SHARMA |
- |
Company Secretary |
01/07/2025 |
APPOINTMENT |
| SANDEEP SINGH |
10985084 |
Independent Director |
01/07/2025 |
APPOINTMENT |
| SREENATHA MADANAYAKANAHALU VIVIN KUMAR |
07254664 |
Independent Director |
01/07/2025 |
APPOINTMENT |
Director retiring by rotation:
Pursuant to section 149(13) of the Act and Articles of Association of the Company, all
Directors are liable to retire by rotation.
Pursuant to the provisions of Section 152(6) of the Act, Mrs. Roopa Vernekar (DIN:
07449656), Non Executive- Non Independent director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered herself
for reappointment.
Disclosures by Directors:
The Board of Directors have submitted their notice of interest in Form MBP 1 under
Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) of
the Companies Act, 2013 and other relevant declarations as to compliance with the
Companies Act, 2013.
10. Dematerialization
The Equity Shares of the Company are in Dematerialization mode as on March 31, 2025.
The ISIN of the Equity Shares of your Company is INE0WR901013.
11. Details of Subsidiary, Joint Venture or Associate Companies
The Company did not have any subsidiary, joint venture, or associate company as of
March 31, 2025. However, after the close of the financial year, the Company incorporated a
wholly owned subsidiary named Solar Robotics Company in Saudi Arabia on May 28,
2025
12. Employee Stock Option Plan
There is no employee stock option plan subsisting or continuing as on date.
13. Auditors
A. Statutory Auditors
M/s A G R A & CO. Chartered Accountants, (FRN No. 030057C) proposed to be
appointed as statutory Auditors in Pursuance to section 139(1) of Companies Act, 2013 for
period of 5 years in this Annual General Meeting to hold office from the conclusion of
this Annual General Meeting up to the conclusion of the Annual General Meeting to be held
in the year 2030.
Auditor's Report.
The Auditor's Report on the financial statements of the Company for the financial year
ended March 31, 2025 forms part of the Annual Report. The said report was issued by the
Statutory Auditors with an unmodified opinion and does not contain any qualifications,
reservations or adverse remarks. During the year under review, the Auditors have not
reported any fraud under Section 143(12) of the Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is not applicable.
Internal Financial Controls and its Adequacy
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its business operations. Internal
control systems comprising of policies and procedures are designed to ensure reliability
of financial reporting, compliance with policies, procedures, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
D. Details in respect of frauds reported by auditors under sub-Section (12) of
Section 143 of the Companies Act, 2013
During the year under review, there are no frauds reported by the Statutory Auditors of
the Company under Section 143 (12) of the Companies Act 2013.
14. Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and to the date of the report
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board
of Directors states that, following are the material changes and commitments affecting the
financial position of the Company up to the date of this report:
1. Incorporation of a Wholly Owned Subsidiary Company:
On May 28, 2025, wholly owned Subsidiary company in Saudi Arabia by Investing SAR
50,000 divided into 100 shares of 500 SAR
2. Conversion of Private Limited into Public Limited:
The Company was converted from a Private Limited to a Public Limited Company on August
8, 2024, following the issuance of a fresh Certificate of Incorporation by the Registrar
of Companies, Bengaluru. Consequently, the Company's name has been changed to "AEGEUS
TECHNOLOGIES LIMITED (FORMERLY KNOWN AS AEGEUS TECHNOLOGIES PRIVATE LIMITED). This
conversion necessitates corresponding amendments to the Memorandum and Articles of
Association to reflect the Company's new status and ensure compliance with the regulatory
requirements for public companies.
15. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future
During the year under review, there is no Significant Order passed by the Regulators or
courts or Tribunals impacting the going concern status and Company's operations in future.
16. Deposits
During the year under review, Pursuant to Section 73 and 76 of the Companies Act 2013,
read with Companies (Acceptance of Deposits) Rules, 2014 the Company has not accepted any
deposits and hence there were no outstanding deposits and no amount remains unclaimed with
the Company as on 31st March 2025.
17. Particulars of Loans, Guarantees or Investments Under Section 186 of the
Companies Act, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.
However after the Closure of the Financial Year, the Company has incorporated a wholly
owned Subsidiary company in Saudi Arabia by Investing SAR 50,000 divided into 100 shares
of 500 SAR.
18. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to our
Company. There was: Expenditure in Foreign Exchange for current year is 31.37 Lakhs.
Earning in Foreign Exchange for current year is 229.86 Lakhs.
19. Particulars of contracts or arrangements with related parties
During the financial year ended 31st March, 2025, all transactions with related parties
were in the 'ordinary course of business' and 'at arm's length' basis and that the
provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder are not
attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act,
2013 is not required.
20. Company's policy relating to directors appointment, payment of remuneration and
discharge of their duties
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the Company and hence the company has not
devised any policy relating to appointment of directors, payment of managerial
remuneration, directors qualification, positive attributes, independence of directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013.
21. Details of application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016
During the year under review, no application or proceeding has been pending under the
Insolvency and Bankruptcy Code, 2016.
22. Details of difference between valuation amount on one time settlement and valuation
while availing loan from bank and financial institutions
During the period under review, there was no instance of one-time settlement of loans/
financial assistance taken from Banks or Financial Institutions, hence the Company was not
required to carry out valuation of its assets for the said purpose.
23. Cost Records
During the year under review, the Company is not required to maintain cost records as
specified by the Central Government under sub-Section (1) of Section 148 of the Companies
Act, 2013.
24. Cost Audit
During the year under review, the Company is not required to carry out the Cost Audit
as specified by the Central Government under sub-Section (2) of Section 148 of the
Companies Act, 2013.
25. Statement of Compliance of Applicable Secretarial Standards
The Company has ensured compliance with the Secretarial Standard I & II with
respect to Board Meetings and General Meetings, specified by the Institute of Company
Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980, and
as approved by the Central Government under Section 118(10) of the Companies Act, 2013.
26. Transfer of Amounts to Investor Education and Protection Fund
During the financial year, the Company had no funds lying unpaid or unclaimed which
were required to be transferred to the Investor Education and Protection Fund (IEPF)
pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.
27. Directors' Responsibility Statement
Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best
of their knowledge and belief and according to the information and explanations obtained/
received from the operating management, your Directors make the following statement and
confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
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 at the end of the financial year and of
the loss of the Company for that period;
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; and
e) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively;
f) proper internal financial controls were followed by the Company and such Internal
financial controls are adequate and were operating effectively.
28. Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is
available for inspection by the Members at the Registered office of the Company in the
working hours and also on the website of the Company viz; https://aegeustechnologies.com/.
29. Obligation of Company under the sexual harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has
adopted a comprehensive internal policy to prevent and redress incidents of sexual
harassment at the workplace.
This policy is applicable to all employees, irrespective of gender, designation, or
employment status, and includes provisions for:
Constitution of an Internal Complaints Committee (ICC) at each office/unit with ten or
more employees, as mandated under Section 4 of the Act.
A clearly defined grievance redressal mechanism, enabling aggrieved women to file
complaints directly with the ICC.
Provision for escalation to the Board of Directors or designated senior management,
where appropriate.
Regular awareness and sensitization programs to foster a safe and inclusive work
environment.
The Management and Board of Directors together confirm a total number of complaints
received and resolved during the year is as follows:
a) No. of Complaints received Nil
b) No. of Complaints disposed Nil
c) No. of cases pending for a period exceeding 90 days Nil
30. Statement of Compliance under Maternity Benefit Act, 1961
The Company is in full compliance with the provisions of the Maternity Benefit Act,
1961 and rules made thereunder. The company ensures that all eligible women employees are
granted maternity benefits including paid leave, protection against dismissal during
maternity, and a safe working environment as prescribed under the Act.
We further confirm that no woman employee is engaged in tasks that may be harmful
during pregnancy, and the company is committed to upholding the rights and welfare of its
women employees in accordance with the applicable laws.
31. Acknowledgement
The Board of Directors wishes to place on record its sincere appreciation for the
continued support, guidance, and cooperation received from the Central and State
Government authorities, regulatory bodies, and other statutory agencies. The Board also
acknowledges with gratitude the support and trust extended by the Company's
stakeholders—shareholders, customers, dealers, suppliers, vendors, bankers, business
associates, and partners, whose confidence has been integral to the Company's performance
and growth during the financial year under review. The Directors further express their
deep appreciation for the dedication, commitment, and hard work of all employees across
the organization. Their efforts have been crucial in navigating challenges and driving the
Company's progress. The Board remains confident of the continued goodwill, support, and
partnership of all stakeholders in the years to come.
For and on behalf of Aegeus Technologies Limited |
|
|
(Formerly Known as Aegeus Technologies Private Limited) |
|
|
|
SURAJ VERNEKAR'D |
ROOPAVERNEKAR |
| Place: Bengaluru |
Managing Director |
Director |
| Date: 03/09/2025 |
DIN: 07434465 |
DIN:07449656 |
