To,
The Members of
Aeroflex Neu Limited
The Directors are pleased to present the 34th Annual Report of Aeroflex Neu
Limited ("the Company") (formerly known as Sah Polymers Limited), together with
the audited financial statements of the Company for the financial year ("FY")
ended March 31, 2026.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Your Company's performance during the financial year as compared to the previous
financial year is summarized as below:
( in Lakhs, except EPS data)
Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Total Revenue |
10,557.17 |
11,568.50 |
13,418.45 |
13,139.17 |
| Profit before tax, depreciation, |
684.33 |
547.75 |
851.38 |
622.11 |
| exceptional items and Interest |
|
|
|
|
| Less: Interest & borrowing costs |
193.43 |
288.57 |
247.17 |
319.01 |
| Less: Depreciation |
248.72 |
244.16 |
293.12 |
265.05 |
| Profit before Tax and Exceptional |
242.18 |
15.02 |
311.09 |
38.05 |
| Items |
|
|
|
|
| Profit before Tax |
233.82 |
15.02 |
302.73 |
38.05 |
| Less: Tax Expense: |
|
|
|
|
| Current Tax |
- |
2.34 |
6.92 |
12.11 |
| MAT Credit reversal /(entitlement) |
(67.26) |
2.34 |
(67.26) |
2.34 |
| Deferred Tax |
49.53 |
(2.30) |
53.42 |
5.25 |
Profit after tax |
117.03 |
17.32 |
175.13 |
23.03 |
Earnings per equity share |
|
|
|
|
| Basic |
0.45 |
0.07 |
0.68 |
0.09 |
| Diluted |
0.38 |
0.07 |
0.57 |
0.09 |
2. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of manufacturing and marketing of Flexible
Intermediate Bulk Containers (FIBC), Polypropylene Woven Bags, BOPP Laminated Bags and
other flexible packaging products, catering to diverse industries across domestic and
international markets.
During the year under review, the Company continued to strengthen its operational
performance and market presence through improved efficiencies, enhanced customer
relationships and focus on quality and timely delivery.
The Company also continued its association with Indian Oil Corporation Limited as a Del
Credere Agent (DCA) and Dealer Owned Polymer Warehouse (DOPW) for polymer marketing
operations in the Udaipur and Jaipur regions, contributing steadily to its revenue
streams.
Overall, the Company maintained stable operations with a focus on sustainable growth,
cost optimization and adherence to all applicable statutory and regulatory requirements.
During the financial year ended March 31, 2026, the Company reported a Standalone
Revenue from
Operations of 10,125.09 lakhs as compared to 11,366.74 lakhs in the previous financial
year. The Standalone Net Profit for the year stood at 117.03 lakhs as against 17.32 lakhs
in the previous financial year, reflecting improved operational efficiency and cost
optimization.
On a consolidated basis, the Company achieved a Revenue from Operations of 12,916.50
lakhs as compared to 12,923.53 lakhs in the previous financial year. The Consolidated Net
Profit for the year stood at
175.13 lakhs as against 23.03 lakhs in the previous financial year, indicating
significant improvement in overall profitability.
Despite a challenging global economic environment, further impacted by geopolitical
uncertainties, the Company demonstrated resilience and operational agility. The Company's
continued emphasis on product innovation, stringent quality standards and a
customer-centric approach enabled it to strengthen its position in both domestic and
international markets.
The Company remains committed to achieving sustainable growth, creating long-term value
for its stakeholders and upholding the highest standards of corporate governance.
3. DIVIDEND
With a view to conserving the Company's resources for future growth, business expansion
and strengthening its financial position, the Board of Directors has not recommended any
dividend on the equity shares of the Company for the financial year ended March 31, 2026.
The Board believes that retaining profits within the business will enhance the
Company's ability to support its ongoing operations, meet working capital requirements,
undertake future growth initiatives and improve overall financial resilience, thereby
creating sustainable long-term value for its stakeholders.
4. Material Changes and Commitments Affecting the Financial Position of the Company
In terms of Section 134(3)(l) of the Companies Act, 2013, your Company hereby reports
that there have been no material changes and commitments affecting the financial position
of the Company between the end of the financial year ended March 31, 2026, and the date of
this Report, except as stated below:
1. Your Company has on 22nd May 2026, acquired 2,43,400 (Two Lakh
Forty-Three Thousand Four Hundred) equity shares of Stilonn Valves and
Controls Private Limited at a price of 123.30 per share, for a total consideration of
3,00,11,220
(Rupees Three Crore Eleven Thousand Two Hundred and Twenty only).
Following this acquisition, the Company now holds a 19.58% equity stake in Stilonn
Valves and Controls Private Limited.
This investment is aligned with the Company's strategy of combining stable,
cash-generating businesses with high-growth opportunities, thereby enhancing the overall
business portfolio and supporting long-term growth.
2. Your Company entered into a Share Purchase Agreement on 15 July 2026 for the sale of
its entire 51.01% stake in Fibcorp Polyweave Private Limited, a material subsidiary, for a
consideration of 192.12 lakh. The transaction is subject to completion of customary
conditions and compliances and is proposed to be consummated within 180 days from the date
of execution of the agreement. Upon completion, Fibcorp Polyweave Private Limited shall
cease to be a subsidiary of the Company.
5. CHANGES IN THE NATURE OF BUSINESS
During the year under review, the Company diversified and expanded the scope of its
business activities pursuant to the alteration of the Object Clause of the Memorandum of
Association, as approved by the Members at the Extra-Ordinary General Meeting held on June
06, 2025. The amendment enables the Company to undertake additional activities including
real estate development, construction and infrastructure projects, engineering and project
execution services, property and facility management, data centre development, warehousing
and logistics solutions and manufacturing and trading of engineering products, smart
technology devices, IT products and allied activities.
The Company intends to leverage these expanded objects to explore new avenues of growth
and create sustainable business opportunities, while continuing to pursue its existing
packaging operations. Other than the above, there has been no change in the nature of
business of the Company during the year under review.
6. TRANSFER TO RESERVES
During the year no amount was transferred to any Reserves.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Act, read along with Rule 8
of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - A.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of
their knowledge hereby state and confirm that: a. in the preparation of the annual
accounts for the financial year ended 31 March 2026, the applicable accounting standards,
have been duly followed along with proper explanation relating to material departures; b.
the Directors have selected such accounting policies and applied them consistently, and
have made judgements and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at 31 March 2026 and of 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 the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d. the annual accounts have been prepared 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. f. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March 2026, the Board comprised 6 (Six)
Directors including 3 (Three) Independent Directors. The Board has an appropriate mix
of Executive, Non-Executive and one-woman Independent Director, which is in compliance
with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is also aligned with the best practices of
Corporate Governance.
I. Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, read with
the Companies (Management & Administration) Rules, 2014 and the Articles of
Association of the Company, and based on the recommendation of the Nomination and
Remuneration Committee, as well as considering his experience, expertise and valuable
contribution to the affairs of the Company, Mr. Asad Daud (DIN: 02491539), Director of the
Company, retires by rotation at the ensuing Annual General Meeting and, being eligible,
has offered himself for re-appointment. The Board recommends his re-appointment to the
Members for approval at the ensuing AGM.
II. Appointment and Re- appointment of Directors
During the year under review, there were no appointments or re-appointments of
Directors on the Board of the Company.
Accordingly, the composition of the Board remained unchanged throughout the financial
year.
III. Cessation of Directors
During the year under review, there were no changes in the composition of the Board on
account of cessation or resignation. None of the Directors resigned or vacated their
office during the year, and the composition of the Board remained unchanged.
IV. Key Managerial Personnel ("KMP")
During the financial year ended 31st March 2026, the following persons were
acting as Key Managerial Personnel of the Company in compliance with the provisions of
Section 203 of the Companies Act, 2013:
Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Hakim Sadiq Ali Tidiwala |
Whole-Time Director |
| 2. |
Mr. Lalit Kumar Bolia |
Chief Financial Officer |
| 3. |
Ms. Alka Premkumar Gupta |
Company Secretary |
During the year under review, the following changes took place in the Compliance
Officer of the Company V. Changes in Compliance Officer
1. Cessation:
Ms. Alka Premkumar Gupta ceased to act as Compliance Officer of the Company with effect
from June 03, 2025, while continuing to hold the position of Company Secretary of the
Company.
2. Appointment:
Ms. Bhagyashree Mohan Kamble was appointed as Compliance Officer of the Company with
effect from June 16, 2025.
VI. Declaration from Independent Directors
All Independent Directors of the Company have submitted declarations confirming that
they meet the criteria of independence prescribed under Section 149(6) of the Companies
Act,
2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. They have further confirmed compliance with Regulation
25(8) of the SEBI Listing Regulations and affirmed that no circumstances exist which could
impair their ability to discharge duties with objective and independent judgment. In
addition, the Independent Directors have complied with the requirements relating to
registration in the Independent Directors' Databank maintained by the Indian Institute of
Corporate Affairs in accordance with Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Based on the declarations received and after due assessment, the Board is of the
opinion that all Independent Directors possess the requisite qualifications, expertise,
experience, proficiency, and integrity, and fulfil the conditions specified under the Act,
the applicable Rules, and the SEBI Listing Regulations. The Board is satisfied that the
Independent Directors are independent of the management and continue to contribute
effectively to the governance framework of the Company.
VII. Annual performance evaluation by the Board
Pursuant to Section 134(3)(p) of the Companies Act, 2013, the applicable Rules made
thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee laid down the criteria and framework for
the annual performance evaluation of the Board of Directors, its Committees, and
Individual Directors, including Independent Directors. The evaluation was conducted
through a structured questionnaire covering aspects such as Board composition, diversity
of skills and experience, effectiveness of processes, quality and timeliness of
information flow, strategic oversight, governance practices, participation in discussions,
decision-making, and overall Board effectiveness. A separate meeting of the Independent
Directors was also held on March 25, 2026, to review the performance of the Executive
Director, Non-Independent Directors, and the Board as a whole, while assessing the
adequacy of information flow between management and the Board.
All Directors participated in the evaluation process and provided feedback through the
prescribed mechanism. The performance of each Independent Director was evaluated by the
Board (excluding the Director being evaluated) on parameters such as attendance,
participation, independent judgment, safeguarding stakeholder interests, and contribution
to governance practices. The Committee reviewed the evaluation process and was satisfied
with its objectivity and effectiveness, while the Board noted with satisfaction the
overall effectiveness of the Board, its Committees, and Individual Directors. No material
concerns were identified, and the suggestions received will be considered to further
strengthen governance and enhance Board effectiveness.
VIII. Familiarization Program for Independent Directors
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with Schedule IV of the Companies Act, 2013, the
Company has adopted a Familiarization Programme for its Independent Directors to acquaint
them with the Company's operations, industry environment, regulatory framework and their
roles and responsibilities. The programme is designed to provide a comprehensive
understanding of the Company's business model, strategic initiatives, governance practices
and risk management framework, while also keeping the Independent Directors updated on
significant business and regulatory developments.
During the year under review, a familiarization programme was conducted by M/s. GHV
& Co., Practicing Company Secretaries, covering critical aspects such as holistic
business understanding and strategic value creation, board governance, risk oversight and
fiduciary responsibilities, as well as ethical leadership, accountability and continuous
board effectiveness.
Details of the Familiarization Programme are available on the Company's website at
https://
aeroflexneu.com/investor-relations/#details-of-familiarisation-programmes-imparted-to-independent-directors.
11. HOLDING, SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES:
Holding Company
Your Company is a subsidiary of Aeroflex Enterprises Limited (Formerly known as SAT
Industries Limited) with holds 55.50% of the paid-up equity share capital of the Company.
Subsidiary Company
Your Company has one subsidiary, namely Fibcorp Polyweave Private Limited
("FPPL"), in which the Company holds 51.01% of the equity share capital. Based
on the criteria prescribed under Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), FPPL qualifies as a
Material Subsidiary of the Company.
In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a
statement containing the salient features of the financial statements of the subsidiary in
Form AOC-1 is annexed to the financial statements as Annexure - C.
Performance and Overview of Material Subsidiary
FPPL is engaged in the business of manufacturing and marketing Flexible Intermediate
Bulk Containers (FIBC), with its manufacturing facilities located at Kaladwas Industrial
Area, Udaipur. The subsidiary has established a strong presence in both domestic and
international markets.
During the financial year ended March 31, 2026, FPPL recorded a total revenue of
4,217.01 lakhs, of which 2,660.81 lakhs (approximately 63.10%) was derived from exports.
The subsidiary continues to strengthen its global presence and currently exports its
products to more than seven countries, thereby expanding its international footprint and
contributing significantly to the overall growth of the Company.
Joint Ventures and Associates
During the financial year ended March 31, 2026, the Company did not have any Associate
Company or Joint Venture within the meaning of the Companies Act, 2013.
Accordingly, the disclosure requirements relating to Associate Companies and Joint
Ventures are not applicable to the Company for the year under review.
12. CONSOLIDATED FINANCIAL STATEMENT
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule
6 of the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the
Company have been prepared in accordance with the Indian Accounting Standards ("Ind
AS") prescribed under Section 133 of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time.
The audited Consolidated Financial Statements, together with the Independent Auditors'
Report thereon, form an integral part of this Annual Report and are presented along with
the Standalone Financial Statements of the Company.
The Board of Directors confirms that the Consolidated Financial Statements present a
true and fair view of the consolidated financial position, performance and cash flows of
the Company and its subsidiary for the financial year ended March 31, 2026.
13. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet. Accordingly, disclosing the details of deposits which are not in compliance
with the requirements of Chapter V of the Act is not applicable
14. MEETINGS OF THE BOARD
During the Financial Year 2025-26, Eleven (11) meetings of the Board of Directors were
held in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The intervening gap between
any two consecutive Board Meetings did not exceed the period prescribed under the
applicable laws.
The details regarding the number of Board Meetings held during the year, attendance of
the Directors thereat and other related information are provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.
15. INDEPENDENT DIRECTORS MEETING
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation
25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate meeting of the Independent Directors of the Company was convened on March 25,
2026, without the attendance of Non-Independent Directors and members of Management.
At the meeting, the Independent Directors reviewed the performance of the
Non-Independent Directors and the Board as a whole, and assessed the adequacy, quality,
quantity, and timeliness of the flow of information between the Company's management and
the Board.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars
of loans given, guarantees provided, securities given and investments made by the Company
during the financial year under review are disclosed in the Notes to the Financial
Statements forming part of this Annual Report.
17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements and transactions entered into by the Company with related
parties during the financial year under review were in the ordinary course of business and
on an arm's length basis and were in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Audit Committee reviews the Related Party Transactions on a periodic basis.
The Company has formulated a policy on dealing with Related Party Transactions. The
same is available on the Company's website at https://aeroflexneu.
com/wp-content/uploads/2026/07/Related-Party-Transaction-Policy.pdf Details of all
transactions with related parties are disclosed in the accompanying Standalone Financial
Statements. Members may refer to Note No. 36, which provides the related party disclosures
in accordance with Ind AS 24.
Since all Related Party Transactions entered into by the Company during the year were
in the ordinary course of business and on an arm's length basis, the disclosure of
particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed
under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, is not applicable to the Company.
18. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based
on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
has adopted a policy on selection and appointment of Directors, Key Managerial Personnel
("KMPs") and Senior Management Personnel ("SMPs"), and their
remuneration which is available on the website of the Company at
https://aeroflexneu.com/wp-content/
uploads/2022/12/Nomination-and-remuneration-policy.pdf.
The policy also lays down the criteria for determining qualifications, positive
attributes, independence of a director and other related matters. The Nomination and
Remuneration Committee identifies and evaluates individuals proposed to be appointed as
Directors, KMPs or SMPs, having regard to their integrity, qualifications, expertise and
experience, and recommends their appointment to the Board. We affirm that the remuneration
paid to the Directors is as per the terms laid out in the Remuneration Policy.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility Committee in compliance
with the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has
formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities
to be undertaken by the Company.
However, the provisions of Section 135 of the Companies Act, 2013 and rules made
thereunder are not applicable to the Company for the financial year ended 2026.
Accordingly, no CSR expenditure was required to be incurred by the Company during the said
financial year The CSR policy is available on the Company's website at
https://aeroflexneu.com/wp-content/ uploads/2023/03/CSR-Policy-Sah.pdf.
Further details regarding the CSR Committee and its composition are provided in the
Corporate Governance Report forming part of this Annual Report.
20. THE 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
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
21. THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92
HAS BEEN PLACED
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2026 is available on the Company's website at https://
aeroflexneu.com/wp-content/uploads/2026/07/ Annual-Return-2025-26.pdf.
22. AUDITORS
STATUTORY AUDITORS
M/s. H.R. Jain & Co., Chartered Accountants, were appointed as the Statutory
Auditors of the Company at the Annual General Meeting held on September 30, 2022, for a
term of five consecutive years, to hold office from the conclusion of the 30th Annual
General Meeting until the conclusion of the 35th Annual General Meeting of the Company.
The Company has received confirmation from the Statutory Auditors to the effect that
they are not disqualified from continuing as the Auditors of the Company in terms of the
provisions of the Companies Act, 2013 and the rules made thereunder.
The Auditors' Report for the financial year under review does not contain any
qualifications, reservations, adverse remarks or disclaimers.
SECRETARIAL AUDITORS
During the year under review, the Members of the Company, at the Annual General Meeting
held on August 20, 2025, approved the appointment of M/s. S.K. Jain & Co., Practicing
Company Secretaries (COP: 3076), as the Secretarial Auditors of the Company, for a term of
Five (5) consecutive years commencing from the financial year 2025-26 and continuing up to
the financial year 2029-30.
Secretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by
the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure D.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors
in their Report.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended March 31, 2026, on
compliance with all applicable SEBI Regulations and circulars/guidelines issued
thereunder, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has been obtained from M/s. S.K. Jain & Co. (COP:
3076), Practicing Company Secretaries, Secretarial Auditors.
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., Fibcorp Polyweave
Private Limited is annexed as Annexure - E 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 2025-2026.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, the Board, based on the recommendation of the Audit Committee, appointed M/s.
A Modi & Co., Chartered Accountants, Udaipur, as the Internal Auditors of the Company
for Financial Year 2025-26.
The Internal Auditors periodically review the Company's internal control systems,
processes, and compliance framework and compliance mechanisms. The quarterly reports
submitted by the Internal Auditors are placed before the Audit Committee for its review,
deliberation and necessary guidance/action.
23. DISCLOSURE ON MAINTENANCE OF COST RECORDS:
The provisions of Section 148(1) of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as amended, relating to the maintenance of cost
records are not applicable to the Company for the financial year under review, as the
Company does not fall within the prescribed threshold limits notified by the Central
Government.
24. REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Reports issued by the Statutory Auditors and the Secretarial Auditors of the
Company for the financial year ended March 31, 2026, do not contain any qualifications,
reservations, adverse remarks, observations or disclaimers.
Further, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the
Statutory Auditors of the Company have not reported any instance of fraud committed
against the Company by its officers or employees during the financial year under review.
25. CORPORATE GOVERNANCE
The Company has taken adequate steps to adhere to all the stipulations laid down in
Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance
along with the certificate issued by M/s. S.K. Jain & Co., Practicing Company
Secretaries and Secretarial Auditor of the Company confirming the compliance of Corporate
Governance requirements is annexed as Annexure - F.
26. COMPOSITION OF AUDIT COMMITTEE
As of March 31, 2026, the Audit Committee of the Board of Directors of the Company
comprised 3 (Three) Members, namely Mr. Sanjay Suthar, Mrs. Asha Jain, Independent
Directors and Mr. Hakim Sadiq Ali Tidiwala, Whole-Time Director of the Company.
Mr. Sanjay Suthar is the Chairman of Audit Committee of the Company. The Company
Secretary of the Company acts as Secretary of the Audit Committee. During the financial
year under review, all recommendations made by the Audit Committee were duly considered
and accepted by the Board of Directors.
The Audit Committee, inter alia, reviews matters relating to financial reporting,
auditing, accounting policies, internal financial controls, risk management and
compliance. The Committee also reviews the reports submitted by the Internal Auditors,
oversees the internal audit function and monitors the vigil mechanism of the Company.
Further details regarding the composition, terms of reference, meetings and attendance
of the Audit Committee are provided in the Corporate Governance Report, which forms an
integral part of this Annual Report.
27. COMMITTEES OF THE BOARD
In accordance with the provisions of the Companies Act, 2013 and the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has constituted the following Four committees of the Board, namely:
1. Audit Committee
2. Stakeholders' Grievance Committee;
3. Nomination and Remuneration Committee and
4. Corporate Social Responsibility Committee
The details of the above-mentioned committee along with their composition, terms of
reference, number of meetings held and attendance at the meetings are provided in the
Corporate Governance Report which forms an integral part of this Annual Report.
The Committees of the Board are constituted with an appropriate balance of Executive,
Non-Executive and Independent Directors, wherever applicable, to ensure effective
oversight, independent judgment and good governance practices. The Committees deliberate
on matters within their respective areas of responsibility and make recommendations to the
Board, wherever required. The decisions and recommendations of the Committees are placed
before the Board for its consideration and noting/approval in accordance with the
applicable provisions.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section, forming part of the Annual Report.
29. CHANGE IN NAME OF THE COMPANY
During the year under review, the name of the Company was changed from "Sah
Polymers Limited" to "Aeroflex Neu Limited" pursuant to the approval of
members by way of Special Resolution passed at the Extra-Ordinary General Meeting held on
June 06, 2025 and upon receipt of the requisite approval from the Registrar of Companies
with effect from July 07, 2025.
The change in name has been undertaken to align the Company's corporate identity with
the Aeroflex Group and to reflect its strategic positioning within the Group.The change in
name does not affect the legal status of the Company or its existing rights and
obligations, contracts, or liabilities.
30. CHANGE IN TRADING NAME AND TRADING SYMBOL OF THE COMPANY
Pursuant to the change in the name of the Company from "Sah Polymers Limited"
to "Aeroflex Neu Limited", the trading name of the Company on BSE Limited and
the National Stock Exchange of India Limited was changed to "Aeroflex Neu
Limited" and the trading symbol was changed from "SAH" to
"AERONEU", with effect from August 22, 2025. The change in the trading name and
trading symbol was undertaken to align the Company's market identity with its new
corporate name and the Aeroflex Group brand identity.
31. 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 Mr. Hakim Sadiq Ali Tidiwala, Whole-time
Director and Lalit Kumar Bolia, Chief Financial Officer of the Company for the Financial
Year 2025-2026 is annexed as Annexure- G.
32. SHARE CAPITAL
During the year under review, the Authorised Share Capital of the Company was increased
from 30,00,00,000 (Rupees Thirty Crores only), comprising of 3,00,00,000 (Three Crores)
equity shares of 10 each, to 34,00,00,000 (Rupees Thirty-
Four Crores only), comprising of 3,40,00,000 (Three
Crores Forty Lakhs) equity shares of 10 each.
However, there was no change in the Issued, Subscribed and Paid-up Equity Share Capital
of the Company during the year. Accordingly, the Paid-up Equity Share Capital remained
unchanged at
25,79,60,000 (Rupees Twenty-Five Crores Seventy-
Nine Lakhs Sixty Thousand only), comprising 2,57,96,000 (Two Crores Fifty-Seven Lakhs
Ninety-Six
Thousand) equity shares of 10 each.
Further, during the year under review, the Company allotted 72,00,000 (Seventy-Two
Lakhs) Convertible
Warrants, each having a face value of 10 (Rupees
Ten only), on a preferential basis at an issue price of
90 (Rupees Ninety only) per warrant, including a premium of 80 (Rupees Eighty only) per
warrant, aggregating to 64,80,00,000 (Rupees Sixty-Four
Crores Eighty Lakhs only).
The Company has complied with all applicable statutory and regulatory requirements in
connection with the increase in its Authorised Share Capital and the preferential
allotment of Convertible Warrants, including obtaining the necessary approvals from the
Members, stock exchanges and other regulatory authorities, wherever applicable.
33. RISK MANAGEMENT
The Company has a well-defined Risk Management framework in place to identify, assess
and mitigate potential risks across its operations. The Board of Directors oversees the
risk management process and periodically reviews the key risk areas and mitigation
measures.
The Company's risk management practices are aligned with its business objectives and
are aimed at safeguarding the interests of the Company and its stakeholders while ensuring
sustainable growth and financial stability.
The Risk Management Policy is available on the website of the Company at
https://aeroflexneu.com/ wp-content/uploads/2022/12/Risk-Management-policy.pdf.
As on March 31, 2026, the Company is not required to constitute a Risk Management
Committee in terms of Regulation 21 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
34. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal financial controls with reference to the financial
statements in place and such controls are commensurate with the size, scale and complexity
of its operations.
The internal financial controls are designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in
accordance with applicable accounting principles. The Company has documented policies and
procedures for ensuring orderly and efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records and timely preparation of reliable financial information.
The Company believes that the existing internal financial controls are adequate and
operating effectively as intended.
35. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR
ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, there was no change in the subsidiary companies of the
Company. Further, the Company did not have any joint venture or associate company during
the financial year. Accordingly, no company became or ceased to be a subsidiary, joint
venture or associate of the Company during the year under review.
36. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is firmly committed to maintaining a harassment-free workplace and
enforces a zero-tolerance approach toward sexual harassment. To safeguard all of its
employees (permanent, contractual, temporary, trainees), the Company has implemented a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment, ensuring that all
individuals are protected and that complaints are addressed promptly and effectively.
The policy is supported by duly constituted Internal Committees in accordance with the
provision relating to the constitution of Internal Complaints Committees under POSH, 2013,
ensuring confidentiality, impartiality, fairness and timely resolution of complaints in
accordance with applicable laws and internal governance standards. During the year under
review, your Company has not received any complaint pertaining to sexual harassment.
37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961, including the amendments made thereunder and the rules framed thereto. The Company
is committed to providing a safe, inclusive and supportive workplace and ensuring that
eligible employees are provided maternity benefits in accordance with the applicable
statutory requirements.
38. 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 March 31, 2026.
Sr. No. Particulars |
No. of Employees during the year under |
|
review |
| 1 Male Employees |
110 |
| 2 Female Employees |
4 |
| 3 Transgender Employees |
0 |
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
39. VIGIL MECHANISM/WHITSLE BLOWER POLICY
The Company has adopted a Vigil Mechanism
/ Whistle Blower Policy in accordance with the provisions of Section 177(9) and (10) of
the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Regulation 9A of the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Policy provides a formal mechanism for Directors and
employees to report genuine concerns, including unethical behaviour, actual or suspected
fraud, and violations of the Company's Code of Conduct and Business Ethics. It ensures
direct access to the Chairperson of the Audit Committee and safeguards against
victimisation of the whistle blower.
The Policy is available on the Company's website at https://aeroflexneu.com/wp-content/
uploads/2022/12/Vigil-Mechanism-Policy.pdf.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of Board of Directors (SS-1) and
General Meetings (SS-2)under Section 118(10) of the Companies Act, 2013, during the
financial year under review.
41. 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 Director of the Company received any remuneration
or commission from any of its holding or subsidiary.
(d) No application was filed under the Insolvency and Bankruptcy Code, 2016.
(e) No instance of one-time settlement with any Bank or Financial Institution.
42. TRANSFER TO INVESTOR EDUCTION AND PROTECTION FUND:
In accordance with the applicable provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Rules,
2016 (IEPF Rules), all unclaimed dividends are required to be transferred by the Company
to the IEPF after completion of 7 years Further, according to IEPF Rules, the shares on
which dividend has not been claimed by the shareholders for 7 consecutive years or more
shall be transferred to the demat account of the IEPF authority.
During the current year no shares or unclaimed dividend was required to be transferred
to IEPF. The Company has uploaded the details of unpaid and unclaimed amounts lying with
the Company as on March 31, 2026, on the Company website, at https://www.aeroflexneu.com.
43. ACKNOWLEDGEMENTS
The Board of Directors thank the Company's employees, customers, vendors, investors and
academic partners for their continuous support. The Directors also thank the Government of
India, Governments of various states in India, Governments of various countries and
concerned Government departments and agencies for their co-operation.
