Report of the Board of Directors of Aeroflex Enterprises Limited for the
financial year ended 31st March, 2025
To,
The Members,
Aeroflex Enterprises Limited
(Formerly known as SAT Industries Limited)
Your directors have pleasure in presenting their Fortieth (40th) Annual
Report on the business and operations of Aeroflex Enterprises Limited ("the
Company" or "AEL") together with the Audited Standalone and Consolidated
Financial Statements for the Financial Year ended 31st March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The financial highlights for the financial year under review compared to the previous
financial year are given herein below:
Standalone
( ` in Lakhs)
Particulars |
For F.Y |
For F.Y |
|
2024-2025 |
2023-2024 |
| Total Revenue |
2,192.43 |
33,692.72 |
| Profit before Tax, Interest, Depreciation and Exceptional Items |
1658.95 |
27,405.99 |
Less: Interest |
71.79 |
220.59 |
Less: Depreciation and amortization expenses |
41.67 |
50.97 |
| Profit before Tax and exceptional Items |
1,545.49 |
27,134.43 |
Less: Exceptional Items |
Nil |
Nil |
Less: Tax Expense |
518.92 |
4,127.46 |
| Profit after Tax |
1026.57 |
23,006.97 |
Net Profit/(Loss) for the year |
1026.57 |
23,006.97 |
Consolidated |
|
|
|
|
(` in Lakhs) |
Particulars |
For F.Y |
For F.Y |
|
2024-2025 |
2023-2024 |
| Total Revenue |
60,608.75 |
77,842.16 |
| Profit before Tax and after exceptional items |
10,909.72 |
33,175.17 |
Less: Exceptional Items |
(12.81) |
Nil |
Less: Tax Expense |
2,823.72 |
5,752.71 |
| Profit after Tax |
8,073.19 |
27,422.46 |
Net Profit for the year after Shares of Profit/(Loss) of |
5,312.00 |
25,791.61 |
Associates and Minority Interest |
|
|
The Standalone and Consolidated Financial Statements of the Company for the financial
year ended 31st March, 2025 have been prepared in accordance with the Indian
Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
2. STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of general trading of merchandise, manufacturing
of goods, leasing of assets, investment and financing.
There was no change in the nature of the business of the Company during the year under
review.
The total Consolidated revenue from operations of the Company for the financial year
ended 31st March, 2025 is 57,853.77 Lakhs as against 50,062.28 Lakhs
in the previous year. Consolidated net profit after tax during the year under review is 8,073.19
Lakhs as compared to 27,422.46 Lakhs in the previous year.
Consolidated Financial statements for the financial year ended 31st March,
2025 have been prepared in accordance with Section 133 of the Companies Act, 2013 (the
"Act") read with rules made thereunder and Indian Accounting Standards (the
"Ind AS") 110. The Consolidated Financials reflect the cumulative performance of
the Company together with its subsidiaries.
The total Standalone revenue from operations of the Company for the financial year
ended 31st March, 2025 is 428.36 Lakhs as against 6,656.06 Lakhs
in the previous year. The Company reported a net profit of 1,026.57 Lakhs for the
year ended 31st March, 2025 as compared to the Net Profit of 23,006.97 Lakhs
in the previous year. The Company and its subsidiaries together form a diversified
business group, with substantial operations undertaken both directly by the Company and
through its subsidiaries.
Pursuant to the provisions of Section 136 of the Act, the Annual Report of the Company,
containing, inter alia, it's Standalone and the consolidated financial statements, along
with the relevant documents and separate audited financial statements for each of the
subsidiaries are available on the Website of the Company https://satgroup.in/ under the
"Investor's Relation" section.
3. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE COMPANY:
Material changes During the year under review a. Acquisition of M.R. Organisation
Limited
Your Company has acquired 23,25,375 equity shares amounting to ` 115.47 crores i.e.,
90% of the issued and paid-up share capital of M. R. Organisation Limited based out of
Ahmedabad ("Investee Company") from the existing Shareholders of the Investee
Company into four tranches out of which the Company has successfully completed the
acquisition of first tranche i.e., 13,17,720 (Thirteen Lakhs Seventeen Thousand Seven
Hundred And Twenty) equity shares equivalent to 51 % of the issued and paid-up share
capital of M. R. Organisation Limited.
b. Further Investment in Aeroflex Finance Private Limited, Wholly Owned Subsidiary:
Your Company has made further Investment of
` 3 Crores (Rupees Three Crores only) in Aeroflex Finance Private Limited, Wholly Owned
Subsidiary Company through acquisition of 30,00,000 equity shares at face value of ` 10/-
each, for its business expansion.
c. Change in the Registered Office of the Company within the local limits of the same
city:
Your Company has changed its registered office address from 121, B-Wing, Mittal Tower,
Nariman Point, Mumbai, Maharashtra, India, 400021 to 53, C-Wing,
Mittal Tower, Nariman Point, Mumbai, Maharashtra, India, 400021 w.e.f. December 12,
2024.
Material changes post the closure of the year under review a. Change in name of the
Company from SAT Industries Limited to Aeroflex Enterprises Limited.
Your Company has changed its name from SAT Industries Limited to Aeroflex Enterprises
Limited pursuant to the approval received by Registrar of Companies, Ministry of Corporate
Affairs ("MCA") dated May 13, 2025
b. Change in Trading Name and Trading Symbol of the Company
Your Company, pursuant to the name change, has changed its Trading Name from SAT
Industries Limited to Aeroflex Enterprises Limited and Trading Symbol from SATINDTLD to
AEROENTER on BSE Limited and National Stock Exchange of India Limited w.e.f. June 25,
2025.
4. TRANSFER TO RESERVES:
During the year under review, no amount was transferred to any reserves.
5. DIVIDEND:
Your Board is pleased to recommend final dividend
` 0.30/- (thirty paisa Only) being 15 % per share on Equity Share of ` 2/- for the
financial year 2024-25, subject to approval by the members of the Company at the ensuing
Annual General Meeting.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review there has been no change in the business of the Company.
7. LISTING ON STOCK EXCHANGES:
As on 31st March, 2025, the Company's Equity Shares are listed on BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 and National Stock
Exchange of India Limited, Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E),
Mumbai – 400051.
8. SHARE CAPITAL: a. Authorised Capital
As on 31st March, 2025, the Authorised Capital of the Company stands at `
29,00,00,000/-(Twenty-Nine Crores Only) divided into 14,50,00,000 equity shares of ` 2/-
each.
b. Paid-up Capital
During the year under review, there was no change in the Issued, Subscribed and Paid-up
capital of the Company.
As on 31st March, 2025, the total Issued, Subscribed and Paid-up capital of
the Company stands at
` 22,61,70,000/- (Twenty-Two Crores Sixty-One Lakh
Seventy Thousand Only) divided into 11,30,85,000 equity shares of ` 2/- each.
The above shares are listed on BSE Limited and National Stock Exchange of India
Limited.
9. SUBSIDIARY COMPANIES:
Pursuant to Section 129 (3) of the Companies Act, 2013 the Consolidated Financial
Statements of the Company and its subsidiaries are prepared in accordance with the
relevant Accounting Standard specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014, forms a part of the Annual Report.
In accordance with Section 136 of the Companies Act, 2013 the Financial Statements of
the Subsidiary Companies are available for inspection by the Members at the Registered
Office of the Company during Business Hours on all days except Saturdays, Sundays and
Public Holidays up to the date of the Annual General Meeting "AGM". Any member
desirous of obtaining a copy of the said Financial Statements may write to the Company
Secretary at the Registered Office of the Company.
The Company has Five subsidiaries (Four Indian and one foreign subsidiary) as on 31st
March, 2025 as mentioned below:
Sr. No. |
Name of the Subsidiary |
Status |
Business |
| 1 |
Aeroflex Neu |
Subsidiary |
Aeroflex Neu Limited is a leading PP Woven Bags |
|
Limited (Formerly |
|
Manufacturer in India (Udaipur, Rajasthan). It manufactures |
|
known as Sah |
|
and exports PP Woven Bags and HDPE Box Bags, Flexible |
|
Polymers Limited) |
|
Intermediate Bulk Containers (FIBCs), and BOPP Bags. It is |
|
|
|
known as the top exporters of PP woven bags, fabric and |
|
|
|
box bags. |
| 2 |
Aeroflex Industries |
Subsidiary |
Aeroflex Industries Limited is primarily engaged in the |
|
Limited |
|
manufacturing of Metallic Flexible Flow Solutions, which |
|
|
|
are widely used across diverse industries including oil |
|
|
|
and gas, aerospace, petrochemicals, renewable energy, |
|
|
|
electric mobility and other critical engineering sectors. The |
|
|
|
Company continues to maintain its position as a leading |
|
|
|
player in the flexible flow solutions segment, known for its |
|
|
|
quality, reliability, and customer-centric innovation. |
| 3 |
Aeroflex Finance |
Wholly Owned |
Aeroflex Finance Private Limited is a Non-Banking Financial |
|
Private Limited |
Subsidiary |
Company (NBFC). The Company is committed to offering |
|
|
|
a wide range of services to individuals, businesses, and |
|
|
|
institutions, bridging the gap between traditional banking |
|
|
|
and specialized financial needs. As a vital subsidiary of the |
|
|
|
Company, our NBFC arm focuses on financial solutions that |
|
|
|
meet the unique needs of small businesses, entrepreneurs, |
|
|
|
and individuals. It also provides consumer loans, loans for |
|
|
|
education (primary, secondary and higher education and |
|
|
|
skill development), and loans to corporations & firms. |
| 4 |
Italica Global FZC, |
Wholly Owned |
Italica Global FZC is based in UAE. It is engaged in the |
|
UAE |
Subsidiary |
business of General Trading Import & Export. |
| 5 |
M.R. Organisation |
Subsidiary |
MRO is India's largest Independent aftermarket, |
|
Limited |
|
replacement, equivalent Compressor spare parts and |
|
|
|
Service Company. An ISO certified Export house, It has |
|
|
|
headquarters, manufacturing unit & air-end rebuilding |
|
|
|
workshop located at Ahmedabad, Gujarat, India. MRO's |
|
|
|
office cum warehouse with fast moving kits are located |
|
|
|
at USA, Belgium and UK. |
A Statement containing the salient features of the financial performance of the
subsidiaries companies pursuant to Section 129 of the Companies Act, 2013 read with the
Rule 5 of the Companies (Accounts) Rules, 2014, are given in Annexure –
"A" in Form No. AOC-1 and the same forms part of this Annual Report.
10. REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT:
During the year under review, no employee of the Company was in receipt of remuneration
in excess of the limits prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached to this report vide Annexure –
"B" and forms an integral part of this Annual Report.
11. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any public deposits within
the meaning of Section 73 of the Companies Act, 2013 and rules made there under, nor there
are any outstanding public deposits or interest during the year ended 31st
March, 2025.
12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Retirement by rotation & subsequent re-appointment:
In accordance with the provisions of Section 152 & other Applicable provisions if
any of the Companies
Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014
(including any statutory modification(s) or re-enactments(s) thereof for the time being in
force) and the Articles of Association of the Company, Mr. Asad Daud (DIN: 02491539),
Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offered himself for re-appointment.
The Board recommends his re – appointment for consideration of Members at the
forthcoming Annual General Meeting of the Company. Appropriate resolutions for his re
– appointment is being placed for the approval of the Members along with his Brief
Resume and other related information has been placed in the Notice convening the 40th
Annual General Meeting of the Company.
(b) Change in directorship during the year:
During the year under review Mrs. Uma Mandavgane (DIN: 03156224) has been appointed as
Additional Non-Executive – Independent Women Director of the Company with effect from
May 31, 2024, her appointment as Independent Women Director has been approved by the
Shareholder's in the 39th Annual General meeting i.e. on July 19, 2024, for the
term of 3 years from May 31, 2024 to May 30, 2027.
(c) Completion of tenure of Mr. Ramesh Chandra Soni, Independent Director of the
Company:
During the year, Mr. Ramesh Chandra Soni (DIN: 00049497) completed their second
consecutive term as Independent Director of the Company and consequently ceased to be
Director of the Company effective from the close of business hours on 30th
September, 2024.
(d) Key Managerial Personnel (KMP):
The following personnel are the KMP's of the Company as on 31st March, 2025
as per Section 203 of the Companies Act, 2013.
Sr. No |
Name of the KMP |
Designation |
| 1. |
Mr. Harikant Turgalia |
CFO & Whole-time Director |
| 2. |
Mrs. Shehnaz D. Ali |
Whole-time Director |
| 3. |
Ms. Alka Premkumar Gupta |
Company Secretary & Compliance Officer |
Further during the year under review there has not been any changes took place in the
Key Managerial Personnel of the Company.
None of the Directors and Key Managerial Personnel is in any way related to each other,
except Mrs. Shehnaz D. Ali and Mr. Asad Daud who are related to each other by way of
mother-son relationship.
The Company has taken a certificate from the M/s. G H V & Co, Secretarial Auditor
of the Company confirming that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed and/or continuing as Directors by the
SEBI/MCA or any other such statutory authority.
13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE
COMPANIES ACT, 2013:
In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Independent Directors have confirmed that they are not
aware of any circumstances situation which exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
The Independent Directors have submitted a declaration of independence, stating that
they meet the criteria of independence provided under Section 149(6) of the Act &
regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, There has been no change in the circumstances affecting their status as
an independent Director.
Further, in the opinion of the Board of Directors there has not been any change in the
circumstances which may affect their status as Independent Directors of the Company and to
the satisfaction of the Board their candidature holds highest standards of integrity and
possess requisite expertise & experience enabling them to fulfil their duties as
Independent Directors.
In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise and competencies of the Directors in the context of the Company's
businesses for effective functioning, which are detailed in the Corporate Governance
Report.
In terms of Section 150 read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014 as amended, the Independent Director of the
Company have included their names in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.
14. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
a) Though the operations of your Company are not energy intensive, the Company promotes
green energy and energy saving initiatives.
b) The Company continues to adopt and use the latest technologies to improve the
quality of its Services.
c) Earning and outgo in foreign exchange- There has been no earning and outgo in
foreign exchange.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013
(including any statutory modification(s) or re- enactment(s) thereof for time being in
force), the Directors of the Company State that:
a) in the preparation of the annual accounts for the financial year ended 31st
March, 2025, the applicable Indian accounting standards have been followed along with
proper explanation relating to material departures if any;
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 31st
March, 2025 and of the profit and loss of the Company for the financial year ended 31st
March, 2025;
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/financial statements 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 were operating
effectively; and
f) 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.
16. AUDITORS: a) Statutory Auditor's
There are no qualifications, reservations, adverse remarks or disclaimers made by M/s.
Ajay Paliwal & Co., Chartered Accountants (ICAI FRN: 012345C), Statutory Auditors of
the Company, in their report on the Financial Statements (Standalone and Consolidated) for
the Financial Year ended 31st March, 2025. The Notes on financial
statements referred to in the Auditors' Report are self-explanatory.
Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory
Auditors have not reported any incident of fraud to the Audit Committee during the year
under review.
b. Secretarial Auditor/ Audit:
In terms of the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
appointed M/s. G H V & Co, Practicing Company Secretaries (CP No. 11663) and Peer
Review No. 2495/2022, as Secretarial Auditors of the Company for the Financial Year
2024-25. The Secretarial Audit Report for the Financial Year ended 31st March,
2025 is enclosed as Annexure-"C" to this Annual Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark. The Secretarial Auditors have not reported any incident of fraud for the year
under review.
In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual
Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock
Exchanges within the statutory timelines.
Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and based on the
recommendationoftheAuditCommittee,theBoard of Directors at its meeting held on May 24,
2025, approved and recommended the appointment of M/s. G H V & Co, Practicing Company
Secretaries (CP No. 11663) and Peer Review No. 2495/2022 as Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years from FY 2025-26 till FY 2029-30, subject
to approval of the Members at this 40th AGM of the Company.
Accordingly, an Ordinary Resolution, proposing appointment of M/s. G H V & Co,
Practicing Company Secretaries (CP No. 11663) and Peer Review No. 2495/2022, as the
Secretarial Auditors of the Company for a term of five consecutive years, forms part of
the Notice of the 40th AGM of the Company. G H V & Co have given their
written consent and confirmed their eligibility and qualification required under the
Companies Act, 2013 and the SEBI Listing Regulations, 2015 for holding the office as
Secretarial Auditors of the Company.
c. Secretarial Audit for Material Subsidiaries:
As per regulation 24 (1) of SEBI Listing Regulation, the Company is required to annex
the Secretarial Audit Report of its unlisted material subsidiary to its Annual Report. The
Secretarial Audit report of the material unlisted subsidiary i.e., M.R. Organisation
Limited is annexed as Annexure – "D" part of the Board Report. The
Secretarial Audit Report of such subsidiary confirm that they have complied with
provisions of the Acts, Rules, Regulations and Guidelines and there are no deviations or
non – compliances for the Financial Year 2024-2025.
d. Internal Auditor and Internal Audit:
The Board of Directors of the Company has appointed M/s. S S N & Co. Chartered
Accountants (FRN: 024352N) as the Internal Auditor of the Company for the Year 2024-2025.
Based on the reports of internal audit, the Company undertake corrective action in the
respective areas. Significant audit observations if any and corrective actions are
periodically presented to the Audit Committee of the Board.
17. CORPORATE GOVERNANCE:
The report on Corporate Governance along with certificate from a Practicing Company
Secretary certifying compliance with conditions on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is
presented in separate section forming part of this Annual Report as Corporate Governance
Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The matters pertaining to industry structure and developments, opportunities and
threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control
systems and adequacy, discussion on financial and operational performance are detailed in
the Report. The Management Discussion and Analysis report for the year under review and as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate
section, forming part of this Annual Report.
19. CEO/CFO CERTIFICATE:
The Certifications required as stipulated under Regulation 17(8) and in terms of Part
B, Schedule II of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, from Mrs. Shehnaz D. Ali, Whole-time Director
and Mr. Harikant Turgalia, Whole-time Director & Chief Financial Officer of the
Company for the Financial Year 2024-2025 is annexed as
Annexure – "E".
20. WEB-LINK OF ANNUAL RETURN:
In accordance with the requirements under Section 92(3) and Section 134(3)(9) of the
Act as amended from time to time and the Companies (Management and Administration) Rules,
2014, the Annual Return as on 31st March, 2025 in Form MGT-7 is available on
the website of the Company at: https://satgroup. in/investor-relations/
21. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Seven (7) meetings of the Board of Directors were held
during the Financial Year 2024-25. The details of the meetings of the Board of Directors
of the Company during the Financial Year 2024-25 are given in the Corporate Governance
Report which forms part of this Annual Report. The Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
22. COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees as on 31st March, 2025:
I. Audit Committee II. Nomination, Remuneration & Compensation Committee III.
Stakeholder Grievance Committee IV. Corporate Social Responsibility Committee
The details of the above-mentioned committee along with their composition, number of
meetings held and attendance at the meetings are provided in the Corporate Governance
Report.
The meetings of the above-mentioned Committees are held at regular intervals and
decisions undertaken are the set of collective people on the consent of the majority of
the members of the Committee. For fair & independent judgements, the committee
constitutes an optimum combination of Directors & Independent Directors. The
resolutions undertaken by the Committees are verified by the Board in their subsequent
Meetings.
23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES
PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013:
Details of loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013 form part of the Notes to the financial statements provided forming part of this
Annual Report.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company has consistently adopted the practice of undertaking related party
transactions in the ordinary and normal course of business & at arm's length basis, as
part of practice of observing to highest standard of ethical, transparent, and accountable
business.
In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations
2015, the Board has approved a policy on related party transactions. The policy on related
party transactions has been placed on the Company's website at
https://satgroup.in/wp-content/uploads/2023/03/
Policy-on-materiality-of-and-dealing-with-Related-Party-Transactions.pdf. All Related
Party Transactions are placed before the Audit Committee for approval. Omnibus approval
was obtained on a yearly basis for transactions which are of repetitive nature. All the
transactions with the related parties were reviewed and approved by the Audit Committee
and are in accordance with the policy on dealing structure of Related Party Framework
adopted by the Company.
All related party transactions that were entered during the financial year 2024-25,
were on arm's length basis and in ordinary course of business. As per SEBI (LODR)
Regulations, 2015 for the Half Year ended September 30, 2024 and 31st March,
2025 the Company has disclosed the Related Party Transaction along with the Financial
Results of the Company.
The details of the transactions with related parties during FY 2024-25 are provided in
the accompanying financial statements. The details of Related Party transactions are set
out in notes to the Financial Statements forming part of this Annual Report.
Form AOC -2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rules
is attached as Annexure – "F" to this report.
During the year under review there are no material-related party transactions with the
Directors, Promoters & Key Managerial Persons of the Company.
25. NOMINATION & REMUNERATION POLICY & COMMITTEE:
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis of payment
of remuneration.
The policy also provides the criteria for determining
Qualifications,positiveattributesandIndependence of Directors and criteria for appointment
of Key Managerial Personnel, Senior Management and performance evaluation which are
considered by the Nomination and Remuneration Committee and the Board of Directors while
making selection of the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for
formulating the criteria for appointment of Directors on the Board of the Company and
persons holding Senior Management positions in the Company including their remuneration
and other matters as provided under Section 178 of the Companies Act, 2013 and the SEBI
(LODR)
Regulations, 2015. The role of the NRC Committee encompasses conducting a gap analysis
to refresh the Board on a periodic basis, including each time a Directors appointment or
re- appointment is required. The NRC Committee is also responsible for reviewing the
Profiles of Potential candidates, the required competencies and due diligence and meeting
of potential candidates prior to making recommendations of their nomination to the Board.
Further the policy has been placed on the
Company'swebsite,https://satgroup.in/wp-content/
uploads/2022/04/nomination-remuneration-policy. pdf and is attached as Annexure –
"G"
26. INDEPENDENT DIRECTORS TRAINING/ MEETING:
Your Company organized the familiarization program for all independent directors of the
Company on Tuesday, March 04, 2025 which was conducted by Dr. S.K Jain, Practicing Company
Secretary, Mumbai on the following topics:
1. Appointment Procedure and Roles & Responsibilities of Independent Directors
under Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
2. KeyamendmentsunderSEBI(LODR)Regulations, 2015 relating to Independent Directors and
Audit Committee.
3. Role and responsibilities of Nomination and Remuneration Committee.
4. Parameters for Evaluating Individual Directors, Board as whole, Managing Director,
Independent Director and Committees.
The details of familiarization program has been uploaded on the website of the Company
at https://satgroup.in/investor-relations/
During the year under review a separate meeting of the Independent Directors of the
Company was held on March 13, 2025, without the presence of other Directors and members of
Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole and assessed the quality, quantity and timeliness of
flow of information between the Company management and the Board.
27. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS:
The Company has devised a policy for performance evaluation of the individual
directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (LODR) Regulations,
2015, the Board has carried out an annual performance evaluation of its own performance,
the individual directors as well as the evaluation of working of the Committees of the
Board. The Board performance was evaluated based on inputs received from all the Directors
after considering criteria such as Board composition and structure, effectiveness of
processes and information provided to the Board etc. A separate meeting of the Independent
Directors was also held during the year for evaluation of the performance of
non-independent Directors and performance of the Board as a whole. The Nomination and
Remuneration Committee has also reviewed the performance of the individual directors based
on their knowledge, level of preparation and effective participation in Meetings, and
understanding of their roles as directors etc.
28. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review, M/s. M.R. Organisation Limited has become the subsidiary
Company of your Company w.e.f. July 30, 2024. Further no other Company has become or
ceased to be its subsidiary, joint venture or associate Company.
The Company does not have any Joint Venture(s) or Associate Company.
29. COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the
Company.
30. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. The business risk
framework defines the risk identification and its management approach across the
enterprise at various levels including documentation and reporting. The framework helps in
identifying risks, trend, exposure and potential impact analysis on a Company's business.
31. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
The Company has an adequate system of Internal Financial Control commensurate with the
size, scale and complexity of its operations, procedures and policies, ensuring efficient
and orderly conduct of its business, including adherence to the Company's policy,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial
information.
Based on the assessment carried out by the Management and the evaluation of the results
of the assessment, the Board is of the opinion that the Company has adequate Financial
Control System that is operating effectively during the year under review.
There is no instance of fraud which necessitates reporting of material mis-statement to
the Company's Operations.
32. REPORTING OF FRAUDS:
Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee during the year under review.
33. CORPORATE SOCIAL RESPONSIBILITY:
The Company discharges its Corporate Social Responsibility obligations through publicly
registered implementing agencies towards supporting projects as prescribed under Schedule
VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of
the Company.
The Board of Directors has approved the CSR Policy of the Company as formulated and
recommended by CSR Committee, which policy is available on the website of the Company,
https://satgroup.in/wp-content/uploads/2023/05/CSR-Policy.pdf
The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company
along with the initiative taken by it are set out in Annexure – "H"
of this report in the format prescribed under Section 134 and 135 of the Companies Act,
2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014.
34. VIGIL MECHANISIM/WHISTLE BLOWER:
The Company in accordance with the provisions of Section 177(9) of the Companies Act,
2013 has established a robust Vigil Mechanism Policy for Directors and employees to report
genuine concerns to the management viz, instances of unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy and assist
the Audit Committee. The Directors and employees are encouraged to come forward and
express his/her concerns without fear of punishment or unfair treatment.
The details of the Whistle Blower Policy have been posted on the website of the Company
at https://
satgroup.in/wp-content/uploads/2023/03/WHISTLE-BLOWER-AND-VIGIL-MECHANISM-POLICY.pdf
During the year under review there are no complaints/reporting's received by the
Company in the said mechanism for the Company and for its subsidiaries.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates. The Company has created a framework for individuals to seek
recourse and redressal to instances of sexual harassment. The Company has in place a
Policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by
the Company for prevention of sexual harassment is available on the website of the Company
at https://satgroup.in/wp-content/ uploads/2025/02/POSH-Policy.pdf
The Company has complied with the provision relating to the constitution Internal
Complaints Committee under POSH, 2013. In the Board Meeting held on January 31, 2025, the
Company had reconstituted the Internal Complaints Committee.
All employees (Permanent, contractual, temporary, trainees) are covered under this
policy. During the Financial Year 2024-25, no complaint pertaining to Sexual harassment at
work place has been received by the Company.
The details of sexual harassment for the F.Y 2024-25 is
given below: |
|
Sr. No |
Particulars |
Details |
| a. |
Number of complaints of sexual harassment received in the year |
Nil |
| b. |
Number of complaints disposed off during the year |
Nil |
| c. |
Number of cases pending for more than ninety days |
Nil |
36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive and supportive workplace for women employees. During the
year under review, there were no instances requiring grant of maternity benefits; however,
necessary systems and processes are in place to extend such benefits as and when
applicable.
37. GENDER-WISE COMPOSITION OF EMPLOYEES:
In alignment with the principles of diversity, equity and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on 31st March, 2025.
| Male Employees |
12 |
| Female Employees |
6 |
| Transgender Employees |
- |
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the year under review and till date of this report, the Company has neither made
any application against anyone nor any proceedings were pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTION
ALONG WITH THE REASONS THEREOF:
During the financial year 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.
41. DETAILS OF EMPLOYEE STOCK OPTIONS:
The Company has implemented SIL Employees Stock Option Plan, 2024 ("the
Scheme") for the eligible employees of the Company vide Special Resolution passed by
the members at the 39th Annual General Meeting of the Company held on July 19,
2024.
During the financial year under review, no options were granted.
42. GENERAL:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
c) None of the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
d) No significant and material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
43. APPRECIATION & ACKNOWLEDGEMENT:
The Board of Directors place their sincere appreciation for the contribution made by
all our employees without whose efforts and hard work; the Company could not accomplish
objectives.
Your directors would also like to express their grateful appreciation for the
assistance and co-operation received from the shareholders, bankers, Financial
Institutions and Lenders for their conviction and faith rested with the group
"AEL".
Further the Directors express their sincere appreciation to the all the Regulators of
the Company namely the Reserve Bank of India, National Stock Exchange of India Limited,
BSE Limited, Securities & Exchange Board of India, Ministry of Corporate Affairs,
Registrar of Companies, Depositories, other Government & Regulatory Authorities for
their on-going support extended by them towards the Company.
|
For and on behalf of Board of Directors of |
|
|
AEROFLEX ENTERPRISES LIMITED |
|
Sd/- |
Sd/- |
|
Harikant Turgalia |
Shehnaz D. Ali |
Date: 12-08-2025 |
CFO & Whole-time Director |
Whole-time Director |
Place: Mumbai |
DIN: 00049544 |
DIN:00185452 |
