To,
The Members,
Aeroflex Industries Limited
It gives your Directors great pleasure to present the Thirty-Second (32nd) Annual
Report, highlighting the Company's performance and achievements during the financial year
ended March 31, 2026, along with the Audited Standalone and Consolidated Financial
Statements.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Your Company's performance during the financial year as compared to the previous
financial year is summarized as below:
(Rs. in Lakhs, except EPS data)
Particulars |
Standalone |
Consolidated |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Total Revenue |
41,402.34 |
37,529.27 |
44,329.42 |
37,876.24 |
| Profit before tax, depreciation, exceptional items and Interest |
9,903.94 |
8,068.36 |
10,109.77 |
8,157.96 |
Less: Interest |
93.60 |
34.97 |
93.65 |
35.92 |
Less: Depreciation |
2,412.67 |
1,100.26 |
2,607.74 |
1,127.23 |
| Profit before Tax and Exceptional Items |
7,397.67 |
6,933.13 |
7,408.38 |
6,994.81 |
Less: Exceptional Items Diminishing in value of Investment |
Nil |
19.28 |
Nil |
Nil |
| Profit before Tax |
7,397.67 |
6,913.85 |
7,408.38 |
6,994.81 |
Less: Provisions for tax: |
|
|
|
|
| Current Tax |
1,897.00 |
1,662.00 |
1,897.00 |
1,673.00 |
| Deferred Tax (Assets)/Liability |
(63.93) |
75.53 |
(66.70) |
84.54 |
| Taxation of Earlier Year |
36.38 |
(13.49) |
25.38 |
(13.49) |
Profit after tax |
5,528.22 |
5,189.81 |
5,552.70 |
5,250.76 |
Earnings per equity share |
4.26 |
4.01 |
4.28 |
4.06 |
2. STATE OF COMPANY'S AFFAIRS
The Company's core business of hose and assemblies continues to demonstrate steady
growth, supported by strong demand across end-user industries and its established global
customer relationships. FY26 has been a landmark year, marked by the Company's successful
entry into skid assemblies and advanced flow control solutions for high-performance liquid
cooling applications which is widely used in the data center and AI infrastructure. To
support this growth opportunity, the Company has expanded its skid assembly capacity to
6,000 skids, with plans to scale up to 15,000 skids by Q2FY27. The Company also showcased
its comprehensive portfolio of advanced flexible flow solutions at the Data Center World
(Washington, USA), reinforcing its strategic focus on next-generation thermal management
technologies for global markets.
During the financial year ended March 31, 2026, the Company reported a Standalone
Revenue from Operations of Rs. 41,247.20 lakhs, registering a robust growth over the
previous year's revenue of Rs. 37,290.45 lakhs. The Standalone Net Profit for the year
stood at Rs. 5,528.22 lakhs, as compared to Rs. 5,189.81 lakhs in the previous financial
year, reflecting strong operational performance and continued focus on cost efficiencies.
On a consolidated basis, the Company achieved a Revenue from Operations of Rs.
44,193.51 lakhs (previous year: Rs. 37,622.79 lakhs) and a Net Profit of Rs. 5,552.70
lakhs (previous year: Rs. 5,250.76 lakhs), continuing its upward growth trajectory.
Despite a challenging global economic environment, further impacted by ongoing
geopolitical tensions, Aeroflex Industries Limited demonstrated resilience and operational
agility. The Company's sustained emphasis on product innovation, stringent quality
standards, and customer-centric approach enabled it to reinforce its leadership position
and enhance competitiveness across both domestic and international markets.
With a resilient and cash-generative core business, strong engineering capabilities,
and a growing presence in new age industries, the Company is well positioned to sustain
its growth momentum and well prepared to capture long-term growth opportunities.
3. DIVIDEND
Your Directors have pleasure in recommending payment of final dividend Rs. 0.40 (Forty
paisa Only) being 20% per share on Equity Share of Rs. 2 for the financial year ended 31st
March 2026. This will absorb total cash outflow of Rs. 5,29,32,307.2. The final dividend,
if approved by the members, would be paid within 30 days of aGm to those members whose
names appear in the Register of Members or List of Beneficial Owners as on the Record
Date.
The dividend payment is based on the parameters outlined in the Dividend Distribution
Policy of the Company which is in accordance with Regulation 43A of the SEBI Listing
Regulations. The said Policy is available on the Company's website at https://www.
aeroflexindia.com/wp-content/uploads/Dividend- Distribution-Policy.pdf.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the financial position of
the Company between the end of the financial year to which these financial statements
relate and the date of this Report.
5. CHANGES IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the Financial Year
ended 31st March 2026.
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 year ended March 31, 2026, the
applicable accounting standards read with requirements set out under Schedule III to the
Act have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently
and 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 March 31, 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 Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f. the Directors 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 7(Seven) Directors including 4 (Four)
Independent Directors. The Board has an appropriate mix of Executive, Non-Executive and
One-women 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
Companies (Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Asad Daud (DIN: 02491539), Director of the Company, retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible, has offered himself
for re-appointment.
Based on the recommendation of the Nomination Remuneration and Compensation Committee
and considering his experience, expertise, and valuable contribution to the affairs of the
Company, the Board recommends his re-appointment to the Members for approval at the
ensuing AGM.
II. Re-appointment of Directors
The members of the Company, vide Special resolutions passed at the Annual General
Meeting held on August 05, 2025 approved the following re-appointments:
a) Re-appointment of Mr. Parthasarathi Sarkar (DIN: 00047272) as an Independent
Director.
Mr. Parthasarathi Sarkar (DIN: 00047272) was re-appointed as an Independent Director of
the Company for a second term of five (5) consecutive years, commencing from September 03,
2025, and ending on September 02, 2030.
The re-appointment was based on the performance evaluation carried out by the Board and
the recommendation of the Nomination Remuneration and Compensation Committee. While
considering the recommendation, the Board took into account Mr. Sarkar's expertise,
experience, contribution to the Board's deliberations and his continued fulfilment of the
criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the Board
recommended his re-appointment, which was subsequently approved by the Members.
b) Re-appointment of Mr. Mustafa Abid Kachwala (DIN: 03124453) as Whole-Time Director
of the Company.
Mr. Mustafa Abid Kachwala (DIN: 03124453) was re-appointed as Whole- Time Director of
the Company for a further period of three (3) years with effect from April 01,2026 up to
March 31,2029.
The Board of Directors places on record its sincere appreciation for the valuable
contributions, leadership and dedicated efforts made by him towards the growth and
operations of the Company during his tenure. Based on the performance evaluation carried
out by the Board and on the recommendation of the Nomination Remuneration and Compensation
Committee, and having regard to his experience and continued contribution to the Company,
the Board recommended his re-appointment as Whole-Time Director, which was subsequently
approved by the Members.
III. Cessation
During the year, there has been no cessation or resignation of any Director.
IV. Key Managerial Personnel ("KMP")
During the financial year ended March 31, 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. Asad Daud |
Managing Director |
| 2. |
Mr. Mustafa Abid Kachwala |
Whole Time Director & Chief Financial Officer |
| 3. |
Ms. Ruthu Parampogi (appointed with effect from July 28, 2025) |
Company Secretary & Compliance officer |
During the year under review, the following changes took place in the Key Managerial
Personnel ("KMP") of the Company:
1. Resignation:
Ms. Kinjal Kamlesh Shah (Membership No.: A58678) resigned from the position of Company
Secretary & Compliance Officer of the Company with effect from July 15, 2025.
2. Appointment:
Based on the recommendation of the Nomination Remuneration and Compensation Committee,
the Board of Directors appointed Ms. Ruthu Parampogi (Membership No. A60982) as the
Company Secretary & Compliance Officer of the Company with effect from July 28, 2025.
V. 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 ("the Act") and Regulation 16(1 )(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Independent Directors have also
confirmed compliance with the provisions of Regulation 25(8) of the SEBI Listing
Regulations and have affirmed that they are not aware of any circumstance or situation
that exists or may reasonably be anticipated to impair or impact their ability to
discharge their duties with an objective and independent judgment.
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 the provisions of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014.
Based on the declarations received from the Independent Directors and after undertaking
due assessment of the veracity of the same, the Board is of the opinion, that all the
Independent Directors possess the requisite qualifications, expertise, experience,
proficiency and integrity and fulfil the conditions specified under the Act and the Rules
made thereunder as well as the SEBI Listing Regulations. The Board is satisfied that the
Independent Directors are independent of the management.
The Company has obtained a certificate from M/s. T. F. Khatri & Associates,
Practicing Company Secretaries, 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 or continuing as Directors by the Securities and Exchange Board of India, the
Ministry of Corporate Affairs or any other statutory authority.
VI. Annual performance evaluation by the Board
Pursuant to the provisions of 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 Remuneration
and Compensation Committee has laid down the criteria and framework for carrying out the
annual performance evaluation of the Board of Directors, its Committees, Individual
Directors, Independent Directors and the Chairman & Managing Director.
The annual performance evaluation was conducted through a structured questionnaire
covering various aspects of the functioning of the Board and its Committees, including the
composition of the Board, diversity of skills and experience, effectiveness of Board
processes, quality and timeliness of information flow, strategic oversight, governance
practices, participation in discussions, decision-making processes and overall Board
effectiveness. The evaluation framework also included specific criteria for assessing the
performance and contribution of Individual Directors.
All the Directors participated in the evaluation process and provided their feedback
through the prescribed evaluation mechanism. The performance of the Board, its Committees,
Individual Directors and the Chairman & Managing Director was evaluated based on the
responses received.
In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, a separate meeting of the Independent Directors was held on March 25, 2026,
wherein the performance of the Chairman & Managing Director, Non- Independent
Directors and the Board as a whole was reviewed. The Independent Directors also assessed
the quality, quantity and timeliness of the flow of information between the management and
the Board, which is necessary for the Board to effectively and reasonably perform its
duties.
The performance of each Independent Director was evaluated by the entire Board,
excluding the Director being evaluated, taking into account factors such as attendance,
participation and contribution at Board and Committee meetings, exercise of independent
judgment, safeguarding the interests of stakeholders and contribution towards
strengthening corporate governance practices within the Company.
The Nomination Remuneration and Compensation Committee reviewed the evaluation process
and its outcomes and was satisfied that the evaluation framework remained objective,
comprehensive and effective.
The Board reviewed the outcome of the evaluation process and noted with satisfaction
the overall effectiveness of the Board, its Committees and Individual Directors. No
material concerns or adverse observations were identified during the evaluation process.
The suggestions and feedback received, wherever applicable, were discussed by the Board
and will be considered for further strengthening the governance framework and enhancing
Board effectiveness.
VII. Familiarization Program for Independent Directors
Pursuant to the provisions of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read
with Schedule IV of the Companies Act, 2013 ("the Act"), the Company has adopted
a Familiarization Programme for its Independent Directors with the objective of
familiarizing them with the Company, its business operations, industry environment,
regulatory framework, roles, rights, responsibilities and duties as Independent Directors.
The Familiarization Programme is designed to assist the Independent Directors in
gaining a comprehensive understanding of the Company's business model, operational and
functional aspects, strategic initiatives, industry dynamics, governance practices and
risk management framework. The programme also aims to keep the Independent Directors
updated on significant developments in the business and regulatory environment on an
ongoing basis, thereby enabling them to effectively discharge their duties and contribute
meaningfully to the deliberations of the Board and its Committees.
During the year under review, a familiarization programme was conducted by M/s. G H V
& Co., Practicing Company Secretaries. The programme covered, inter alia, holistic
business understanding and strategic value creation, corporate governance and regulatory
developments, Board governance, risk oversight and fiduciary responsibilities, ethical
leadership, accountability and measures for enhancing Board effectiveness.
Details of the Familiarization Programme are available on the Company's website at
https:// www.aeroflexindia.com/investor-relation/
11. SUBSIDIARY & ASSOCIATE COMPANIES Subsidiary Company
As on March 31,2026, the Company had one Wholly Owned Subsidiary, namely Hyd-Air
Engineering Private Limited.
During the year under review, Hyd-Air Engineering Private Limited undertook significant
infrastructure enhancements, including upgrades to its Quality Laboratory and Research
& Development Centre. The subsidiary recorded an encouraging year- on-year revenue
growth of approximately 50%, reflecting improved operational performance, enhanced
capabilities and continued business expansion.
There were no material changes in the nature of the relationship between the Company
and its subsidiary during the year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of Hyd- Air Engineering Private
Limited in Form AOC-1, is annexed as Annexure - C.
Holding Company
Your Company is a subsidiary of Aeroflex Enterprises Limited (Formerly known as SAT
Industries Limited), which holds 59.84% of the paid-up equity share capital 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 within the meaning of Section 73 of the
Companies Act, 2013 and the rules made thereunder. Accordingly, no amount of principal or
interest was outstanding as on the Balance Sheet date, and there were no deposits which
were not in compliance with the requirements of Chapter V of the Companies Act, 2013.
14. MEETINGS OF THE BOARD
During the Financial Year 2025-26, Seven (7) 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, evaluated the performance of the
Chairperson of the Company, 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
During the financial year under review, the Company granted a loan to its wholly owned
subsidiary, i.e. Hyd-Air Engineering Private Limited amounting to ' 525 Lakhs. The loan
was granted in compliance with the applicable provisions of the Companies Act, 2013 and on
arm's length terms.
The Company did not provide any guarantees or securities under Section 186 of the
Companies Act, 2013 during the financial year ended March 31,2026.
Details of the investments made by the Company are disclosed in the Standalone
Financial Statements. Members are requested to refer to Note No. 5 to the Standalone
Financial Statements for further details.
The Company has complied with the provisions of Section 186 of the Companies Act, 2013
in respect of the loans granted and investments made during the year under review.
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://www.
aeroflexindia.com/wp-content/uploads/Related- Party-Transction-Policy.pdf.
Details of all transactions with related parties are disclosed in the accompanying
Standalone Financial Statements. Members may refer to Note No. 37, 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 Remuneration and Compensation 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. The policy also lays down the criteria for
determining qualifications, positive attributes, independence of a director and other
related matters.
The Nomination Remuneration and Compensation 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.
Further, the proposed appointee is required to possess the requisite qualifications,
expertise and experience commensurate with the position. The Committee exercises
discretion in determining whether such qualifications, expertise and experience are
adequate for the role.
The Company shall not appoint or continue the employment of any person as Managing
Director, Whole-time Director or Manager beyond the age of seventy years, unless approved
by the shareholders through a special resolution with justification. Further, in
accordance with Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, the appointment or
continuation of a Non-Executive Director beyond the age of seventy-five years shall also
require approval of the shareholders by way of a special resolution, along with
justification in the explanatory statement.
The Nomination and Remuneration Policy has been placed on the website of the Company
viz. https:// www.aeroflexindia.com/wp-content/uploads/
Nomination-and-Remuneration-Policy.pdf.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company's CSR initiatives and activities are aligned to the requirements of Section
135 of the Act. The Annual Report on CSR activities for the year under review is set out
in Annexure - D of this Report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Company's
website at https://www. aeroflexindia.com/wp-content/uploads/Policy-on-
Corporate-SocialResponsibility.pdf.
For details regarding the composition, meetings and other particulars of the CSR
Committee, Members are requested to refer to the Corporate Governance Report, which forms
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://www. aeroflexindia.com/.
22. AUDITORS
Statutory Auditors
In accordance with the provisions of Section 139(1) of the Companies Act, 2013, M/s.
Shweta Jain & Co LLP., Chartered Accountants (FRN: 127673W/ W101149), were appointed
as the Statutory Auditors of the Company for a first term of five (5) consecutive years
and shall complete their term at the conclusion of the ensuing Annual General Meeting of
the Company.
Based on the recommendation of the Audit Committee, the Board ofDirectors has
recommended the re-appointment of M/s. Shweta Jain & Co LLP., Chartered Accountants
(FRN: 127673W/W101149), as Statutory Auditors of the Company for a second term of five (5)
consecutive years, subject to the approval of the members at the ensuing Annual General
Meeting. The proposed re-appointment shall be effective from the conclusion of the 32nd
Annual General Meeting and shall continue until the conclusion of the 37th Annual General
Meeting of the Company to be held in the financial year 2031.
The Company has received written consent and a certificate from M/s. Shweta Jain &
Co LLP confirming that their re-appointment, if approved by the Members, would be in
accordance with the provisions of Sections 139, 141 and other applicable provisions of the
Companies Act, 2013 and that they satisfy the criteria prescribed thereunder.
Secretarial Auditors
During the year under review, the Members of the Company, at the Annual General Meeting
held on August 05, 2025, approved the appointment of M/s. T. F. Khatri & Associates,
Practicing Company Secretaries (FCS: 9093), 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 issued
by the Secretarial Auditor in Form No. MR-3 is annexed with this Report as Annexure - E.
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. T.F. Khatri & Associates
(FCS: 9093), Practicing Company Secretaries, Secretarial Auditor of the Company.
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.
D M Jain & Co., Chartered Accountants, as the Internal Auditors of the Company for
Financial Year 2025-26.
The Internal Auditors undertake periodic review of the Company's internal control
systems, processes, risk management 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.
Cost Auditors
During the financial year 2025-26, the provisions relating to maintenance of cost
records and appointment of Cost Auditor under Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014 were not applicable to the
Company.
Subsequent to the close of the financial year, the said provisions have become
applicable to the Company. In terms of Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, based on the
recommendation of the Audit Committee, has approved the appointment of M/s. Rampurawala
Mohammed A & Co. (Firm No.:003011), Cost Accountants, as the Cost Auditor for the
financial year 2026-27.
The remuneration payable to the Cost Auditors, as approved by the Board of Directors
based on the recommendation of the Audit Committee, shall be placed before the Members for
ratification at the ensuing Annual General Meeting.
Disclosure on maintenance of Cost Records:
The Company is required to maintain cost records pursuant to the provisions of Section
148(1) of the Companies Act, 2013. Accordingly, the Company has maintained the prescribed
cost records and accounts in accordance with the applicable provisions of the Companies
Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.
23. 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.
24. 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.
25. 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. Ramesh Chandra Soni, Mr. Arpit Khandelwal,
Independent Directors and Mr. Asad Daud, Managing Director of the Company.
Mr. Ramesh Chandra Soni is the Chairman of Audit Committee of the Company. The Company
Secretary and Compliance Officer 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.
26. 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 Five committees of the Board, namely:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination Remuneration and Compensation Committee
4. Corporate Social Responsibility Committee and
5. Banking, Finance & Investment 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.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under review, as
required 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.
28. 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. Asad Daud, Managing Director and Mr.
Mustafa Abid Kachwala, Whole-time Director & Chief Financial Officer of the Company
for the Financial Year 2025-2026 is annexed as Annexure - F.
29. SHARE CAPITAL
As at March 31, 2026, the authorised share capital of the Company stood at Rs.
56,00,00,000 (Rupees Fifty-Six Crores only), comprising 17,50,00,000 (Seventeen Crore
Fifty Lakhs) equity shares of Rs. 2/- each, 10,00,000 (Ten Lakhs) Series "A"
Compulsorily Convertible Preference Shares of Rs. 10/- each, and 10,00,000 (Ten Lakhs)
Series "A" Compulsorily Convertible Preference Shares of Rs. 200/- each.
During the financial year under review, the Company allotted equity shares on a
preferential basis. The said allotment was made in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, after obtaining the necessary approvals, including
approval of the Members of the Company and in-principle approvals from BSE Limited and
National Stock Exchange of India Limited.
The Board of Directors, at its meeting held on February 03, 2026, approved the
allotment of 30,10,398 (Thirty Lakhs Ten Thousand Three Hundred and Ninety-Eight) fully
paid-up equity shares of face value of Rs. 2/- (Rupees Two only) each at an issue price of
Rs. 182.70 (Rupees One Hundred Eighty-Two and Seventy Paise only) per equity share,
including a premium of Rs. 180.70 (Rupees One Hundred Eighty and Seventy Paise only) per
share, aggregating to Rs. 54,99,99,714.60 (Rupees Fifty-Four Crore Ninety- Nine Lakh
Ninety-Nine Thousand Seven Hundred Fourteen and Sixty Paise only).
Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share
capital of the Company as at March 31, 2026 stood at Rs. 26,46,61,536 (Rupees Twenty-Six
Crore Forty- Six Lakh Sixty-One Thousand Five Hundred and Thirty-Six only), comprising
13,23,30,768 (Thirteen Crore Twenty-Three Lakhs Thirty Thousand Seven Hundred and
Sixty-Eight) equity shares of face value of Rs. 2/- (Rupees Two only) each.
30. RISK MANAGEMENT
The Company has established a comprehensive Risk Management framework supported by a
well- defined Risk Management Policy, which provides an approach for identification,
assessment, monitoring and mitigation of various risks associated with the Company's
operations.
The Risk Management framework encompasses risk identification, risk mapping, trend
analysis, assessment of risk exposure, evaluation of potential impact and implementation
of appropriate risk mitigation measures. The Company undertakes periodic review of key
risks and mitigation strategies to ensure effective management of business and operational
risks.
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.
31. 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.
32. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR
ASSOCIATE COMPANIES DURING THE YEAR
During the financial year under review, no company has become or ceased to be a
subsidiary, joint venture or associate company of the Company.
33. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and has in place a policy for
prevention, prohibition and redressal of sexual harassment at the workplace.
During the financial year 2025-26, no complaint of sexual harassment was received by
the Internal Complaints Committee.
The details of complaints received and disposed of during the financial year under
review are as follows:
a) No. of complaints of sexual harassment received in the year: Nil
b) No. of complaints disposed off during the year: Nil
c) No. of cases pending for more than ninety days: Nil
34. 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.
35. GENDER-WISE COMPOSITION OF EMPLOYEES:
The Company believes in promoting diversity, equity and inclusion and providing equal
opportunities to all employees. The gender-wise composition of employees as on March
31,2026, is as follows:
Sr. No. |
Particulars |
No. of Employees during the year under review |
| 1. |
Male Employees |
553 |
| 2. |
Female Employees |
54 |
| 3. |
Transgender Employees |
NIL |
The Company continues to foster an inclusive workplace environment based on equal
opportunity and merit.
36. VIGIL MECHANISM/WHITSLE BLOWER POLICY
The Company has established 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://www.aeroflexindia.com/wp-content/ uploads/Vigil-Mechanism-policy.pdf.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) 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.
38. AEROFLEX INDUSTRIES LIMITED - EMPLOYEE STOCK OPTION PLAN 2024 ("ESOP
2024")
The Members of the Company had approved the "Aeroflex Industries Limited -
Employee Stock Option Plan, 2024" ("ESOP 2024") at the 30th Annual
General Meeting of the Company held in the year 2024. During the financial year under
review, no employee stock options were granted under ESOP 2024.
39. 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 sweat equity shares or shares under any scheme to employees of the
Company.
(c) None of the Whole-time Director or Managing 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.
40. 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.
|
For and on behalf of the Board of Directors of |
|
AEROFLEX INDUSTRIES LIMITED |
|
Asad Daud |
Place: Mumbai |
Chairman |
Dated: June 18, 2026 |
DIN:02491539 |
