e) Appointment of Mrs. Akhila Agnihotri Samdaria as Non-Executive, Independent Director:
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 of the Company.
Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 08
th
May, 2025 the result of the same was duly declared on the same day itself.
f) 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.
g) Board's opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:
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.
h) Key Managerial Personnel (KMP)
In terms of the provisions of Section 2(51) and Section 203 of the Companies Act, the following were the KMPs of the Company as on 31
st
March, 2026:
a) Mr. Deepak Bhardwaj - Chief Executive Officer
b) Mr. Krupal Upadhyay - Company Secretary & Compliance Officer
c) Mr. Jitesh Rupani - Chief Financial Officer
Mr. Mahendra Rane, Chief Financial Officer of the Company had resigned from his office w.e.f 30
th
September, 2025, due to personal reasons and pursuing other avenues. Mr. Krupal Upadhyay, Company Secretary & Compliance Officer of the Company had resigned from his office w.e.f 26
th
May, 2026, for better career prospects. The Board takes this opportunity to acknowledge their services and places on record its appreciation for the contribution made by them during their tenure.
Thereafter, Mr Jitesh Rupani was appointed as Chief Financial Officer of the Company w.e.f 29
th
December, 2025 and Ms. Shruhita Rane was appointed as Company Secretary & Compliance Officer of the Company w.e.f 01
st
June, 2026.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met six times during the financial year 2025-26 viz. on 28
th
May, 2025, 07
th
August, 2025, 15
th
September, 2025, 11
th
November, 2025, 29
th
December, 2025 and 4
th
February, 2026. 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 ofthe 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 ofthe Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the 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 ofthe 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.
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 ofthis report as
"Annexure B"
.
Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available for inspection of members at the registered office of the Company during working hours up to the date of Annual General Meeting and shall be made available to any shareholder on request. Members seeking to inspect such documents can send an email to secretarial@aeonx.digital.
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 2025-26 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 ofthe 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 of the Company for the term of 5 consecutive years commencing from FY 2025 - 26 till FY 2029 - 30.
The Secretarial Audit Report in Form MR - 3 for the Financial Year ended 31
st
March, 2026 is annexed with this report as
"Annexure - C".
Compnay's Reply to the Secretarial Auditor's Observations.
With respect to the Secretarial Auditor's observation on non- transfer of underlying equity shares for the unpaid / unclaimed dividend for FY 2017-18, which remained unpaid / unclaimed till FY 2024-25, to the IEPF Authority, the Board clarifies that the transfer was delayed due to certain technical issues encountered during reconciliation of the requisite records. However, the Company is in process of transferring the said shares to the IEPF Authority.
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 2025-26.
The Secretarial Audit Report of Aeonx Digital Solutions Private Limited in Form MR-3 is annexed to this report as
"Annexure D".
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 2025-26. 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 Secretarial Standards issued by the Institute of Company Secretaries of India on:
1. Meetings ofthe Board of Directors
2. General Meetings
3. Reports ofthe Board ofDirectors
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, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013, were on arm's length basis and in the ordinary course of business. Further, no Material Related Party Transactions, as per the materiality threshold mentioned under Section 188 of Companies Act, 2013, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Companies Act, in Form AOC-2 is not applicable
However, the details relating to Related Party Transaction is provided in the Note No. 35B 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in
"Annexure - E"
to this Report.
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 AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A report on 'Corporate Governance' along with the auditors' certificate regarding its compliance and 'Management Discussion and Analysis' Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of this Report.
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.
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 FY2025-26.
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:
As on 31
st
March, 2026, a total of 85,386 Equity Shares of the Company were lying in the Demat A/c ofthe 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 & FY 2018-19.
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 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 ofby ICC for FY2025-26:
|
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 ofthe 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.
DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION
There is no one time settlement with the Banks or Financial Institutions for the FY 2025-2026.
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 ofthe Company.
For and on behalf of the Board
|
|
Sd/-
|
Sd/-
|
|
|
MANAN SHAH
|
KETAN SHRIMANKAR
|
|
Place: Mumbai
|
DIRECTOR
|
DIRECTOR
|
|
Date: 12.08.2026 E & OE regretted
|
(DIN: 06378095)
|
(DIN: 00452468)
|
