Aprameya Engineering Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the 4^th Annual Report on the business and operations of the Company together
with Audited Statement of Accounts for the year ended on 31^st March 2025 with Auditor''s Report thereon.

FINANCIAL HIGHLIGHTS

The above performance is based on standalone basis.
Consolidated figures are not applicable. The accounts
are prepared as per Indian Accounting Standards
(Ind-AS) notified.

State of Company''s Affairs /Operations:

Revenue from operations during the Financial Year under
review was '' 13,570.71 Lakhs, which is 108% increase in
turnover from the previous year. Profit before Tax has been
increased from '' 461.32 Lakhs to '' 2171.77 Lakhs, which is
about 371% increase from the previous year.

Total comprehensive Income (Comprising of profit
and other Comprehensive Income for the period) has
increased from '' 347.67 Lakhs to '' 1609.33 Lakhs, which is
about 362% increase.

Your Company expects with the growing emphasis and
importance of health in the Country, the Company expects to
receive more orders in the years to come and will eventually
lead to increase in demand for the Company.

Further the Company has expanded its operations in
various other states.

Growing health care demand and thrust by the Government
for providing health care facilities will lead to requirement
of more hospitals and which will ultimately provide an
opportunity to the Company for better prospectus.

Transfer to Reserves:

The opening Balance of Retained Earnings is '' 940.31 Lakhs.
There was addition of '' 1609.33 Lakhs to Retained Earnings.
Further there was addition of Securities premium of '' 2419.20
Lakhs. There was utilization of '' 446.74 Lakhs from Securities
Premium. The closing balance of other equity stands at
'' 4522.11 Lakhs (Securities Premium '' 1972.46 Lakhs and
Retained Earnings '' 2549.65 Lakhs).

Dividend :

Your Directors do not recommend any payment of dividend
for the year ended 31^st March, 2025. The Company has
developed a suitable Dividend Distribution Policy which is
available on the Website of the Company at the web link at
https://www.aelhealth.com/corporate-policies.php

Change in nature of Business

Your Company is engaged in the business of trading of
medical devices and equipments. Your Company is also
engaged in the business of turnkey supply of goods. During
the year there was no Change in the nature of Business
during the FY 2024-25

Transfer of Unclaimed Dividend to Investor Education
and Protection Fund

The provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and
paid last year.

(''in Lakhs)

Particulars	2024 - 2025	2023-24
Revenue from Operations	13,570.71	6,516.23
Other Income	58.95	45.99
Total Revenue	13,629.66	6,562.22
Depreciation	9.43	9.02
Financial Expenses	318.13	211.33
Profit before Tax	2171.77	461.32
Tax Expense	560.16	112.25
Profit After Tax	1611.61	349.07
Other Comprehensive Income (Net)	(2.27)	(1.40)
Total Comprehensive Income for the period (Comprising Profit and Other Comprehensive Income for the period)	1609.33	347.67

I. Details of Meeting of Board of Directors of the company:

Sr. No.	Date of Meeting	Type of meeting	Directors present
1.	1st April, 2024	Board Meeting	Shri Sureshkumar Verma Miss Heena Hareshbhai Jaichandani Smt. Shalini Hitesh Jalan
2.	13th May, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
3.	13th July, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
4.	18th July, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan

Sr. No.	Date of Meeting	Type of meeting	Directors present
5.	24th July, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Shalini Hitesh Jalan Smt. Raina Singh
6.	30th July, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Shalini Hitesh Jalan Smt. Raina Singh
7.	30th July, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
8.	11th September, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
9.	11th November, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
10.	31st December, 2024	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan

Material Changes Affecting Financial Position of the
Company:

No material changes or commitments have occurred during
the financial year affecting the financial position of the
Company. However during the year review the Company has
raised the amount of share capital by way of public issue. No
material changes and commitments occurred after the close
of the financial year till the date of this report, which affect
the financial position of the Company or future operations
of the Company.

Directors'' Responsibility Statement :

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statement in terms of Section
134(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual accounts for the year
ended on 31^st March, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

(b) the Directors had 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 ended on 31^st March,
2025 and of the profit of the company for that period;

(c) the Directors had 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 had prepared the annual accounts on a
going concern basis; and

(e) the Company, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and were
operating effectively.

(f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Number of Board Meetings during the year:

The Board of Directors and Member of various Committees

are met during the year on following dates:

Sr. No.	Date of Meeting	Type of meeting	Directors present
11.	30th January, 2025	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan
12.	4th February, 2025	Board Meeting	Shri Saurabh Kishorbhai Bhatt Shri Chetan Mohan Joshi Smt. Pooja Saurabh Bhatt Smt. Archana Chetan Joshi Miss. Heena Hareshbhai Jaichandani Shri Sureshkumar Verma Smt. Raina Singh Smt. Shalini Hitesh Jalan

II. Details of Meeting of members of Committees:

Sr. No Date of Meeting	Members present
Corporate Social Responsibility Committee:
1 4th March, 2025	Shri Sureshkumar Verma - Chairperson Miss. Heena Haresbhbhai Jaichandani Shri Chetan Mohan Joshi
Nomination and Remuneration Committee
1. 13th July, 2024	Shri Sureshkumar Verma - Chairperson Miss. Heena Haresbhbhai Jaichandani Smt. Raina Singh
2. 31st December, 2024	Shri Sureshkumar Verma - Chairperson Miss. Heena Haresbhbhai Jaichandani Smt. Raina Singh
Audit Committee:
1. 1st April, 2024	Mr. Suresh Kumar Verma Miss Heena Hareshbhai Jaichandani Mr. Chetan Mohan Joshi
2. 13th July, 2024	Mr. Suresh Kumar Verma Miss Heena Hareshbhai Jaichandani Mr. Chetan Mohan Joshi
3. 5th August, 2024	Mr. Suresh Kumar Verma Miss Heena Hareshbhai Jaichandani Mr. Chetan Mohan Joshi
4. 11th November, 2024	Mr. Suresh Kumar Verma Miss Heena Hareshbhai Jaichandani Mr. Chetan Mohan Joshi

In respect of all above meetings, proper notices were given and the proceedings were properly recorded and the Minutes
Book maintained for the purpose.

All the recommendations of the Committee meetings were duly accepted by the Board.

Share Capital :

As on 31^st March, 2025 the authorised Share Capital of the
Company stands at '' 2000.00 Lacs divided into 2,00,00,000
(Two Crore) Equity Shares of '' 10/- (Rupees Ten Only) each.

During the year under review, the Company has made
a public issue of Equity Shares of 50,40,000 at a price of
'' 58/- per Share (inclusive of premium of '' 48/- per Equity
Share). Consequently the paid up Equity Share Capital of the
Company stands increased to '' 1904.00 Lacs.

No Bonus Shares were issued during the year.

No Employee Stock Option were issued during the year.

There are no outstanding convertible instruments as at
the end of year.

Listing Of Shares

The Company is listed on SME Platform of National Stock
Exchange Limited ("NSE EMERGE") on 1^st August, 2024 and
the NSE Symbol is "APRAMEYA". The ISIN of the Company
is INE0LQG01010

Deposits:

The Company has not accepted any public deposits within
the meaning of Section 73 of the Companies Act 2013 as at
31^st March, 2025.

The total outstanding loans availed from the Director as on
31^st March, 2025 is '' 531.27 Lacs.

Secretarial Standards

Your Company has complied with the mandatory
secretarial standards as notified under Section 110 of the
Companies Act, 2013.

Declaration regarding independent Directors and
Independent Directors Meeting :

The Company has received a declaration from all the
independent Directors pursuant to Section 149 of the
Companies Act, 2013.

Separate Meeting of Independent Director was held on
24^th March, 2025. All independent Directors attended
the same.

CORPORATE GOVERNANCE:

Since your Company is listed on SME Platform, the provision
of Corporate Governace as per Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations 2015 is not applicable to your Company.

MANAGEMENT DISCUSSION AND ANALYSIS :

A separate section on management discussion and analysis
is provided by way of Annexure I to the Directors Report.

Company''s Policy on Directors Appointment and
Remuneration :

Pursuant to the provision of Section 178 of the Companies
Act, 2013 and of Section 134 (3) (e) of the Companies Act,
2013 the policy on Directors Appointment and remuneration
is provided on the website of the Company i.e. https://
aelhealth.com/corporate-policies.php

Contracts or Arrangements with Related Parties and
Related Party Transaction Policy :

In line with the requirements of the Companies Act and SEBI
Listing Regulations, the Company has formulated a Policy
on of Related Party Transactions which is also available on
the Company''s website at https://www.aelhealth.com/
corporate-policies.php. The Policy intends to ensure that
proper reporting, approval and disclosure processes are
in place for all transactions between the Company and its
Related Parties. All related party transactions are placed
before the Audit Committee for review and approval.

All contracts / arrangements / transactions, if any, entered
by the Company during the financial year with related
parties were in the ordinary course of business and on an
arm''s length basis.

No Bad Debts of related parties. The requisite details in form
AOC - 2 in respect of related party transactions is as under :

FORM AOC-2

[Pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third
proviso thereto.

1) Details of contracts or arrangements or transactions not at arm''s length basis:

There was no contracts or arrangements or transactions entered into during the year ended 31^st March, 2025, which were
not at arm''s length basis.

2) Details of material contracts or arrangement or transactions at arm''s length basis:

Particulars	Information
Name(s) of the related party	Archana Joshi and Chetan Joshi
Nature of relationship	Archana Joshi and Chetan Joshi are the Directors of the Company
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months and 29 days
Terms of the contracts or arrangements or transactions including the value, if any	'' 0.4 lacs per month including security deposit of '' 0.4 lacs
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Particulars	Information
Name(s) of the related party	Pooja Bhatt and Saurabh Bhatt
Nature of relationship	Pooja Bhatt and Saurabh Bhatt are the Directors of the Company
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months and 29 days
Terms of the contracts or arrangements or transactions including the value, if any	'' 0.4 lacs per month including security deposit of '' 0.4 lacs
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Particulars	Information
Name(s) of the related party	Saurabh Bhatt and Chetan Joshi
Nature of relationship	Saurabh Bhatt and Chetan Joshi are the Directors of the Company
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months and 29 days
Terms of the contracts or arrangements or transactions including the value, if any	'' 1.25 lacs per month including security deposit of '' 1.25 lacs
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Particulars	Information
Name(s) of the related party	Saurabh Bhatt and Chetan Joshi
Nature of relationship	Saurabh Bhatt and Chetan Joshi are the Directors of the Company
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months and 29 days
Terms of the contracts or arrangements or transactions including the value, if any	'' 1.25 lacs per month including security deposit of '' 1.25 lacs
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Particulars	Information
Name(s) of the related party	Aprameya Engineering (India) Private Limited
Nature of relationship	Aprameya Engineering (India) Private Limited a Company in which Mr. Saurabh Bhatt, Mr. Chetan Joshi, Mrs. Arcahana Joshi and Mrs. Pooja Bhatt are interested directly or indirectly.
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months and 29 days
Terms of the contracts or arrangements or transactions including the value, if any	'' 0.275 lacs per month including security deposit of '' 0.25 lacs
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Particulars	Information
Name(s) of the related party	Saurabh Bhatt and Chetan Joshi
Nature of relationship	Saurabh Bhatt and Chetan Joshi are the Directors of the Company
Nature of Contract/ Arrangement/ Transaction	Rent Agreement for property taken on lease
Duration of the contracts/arrangements or transactions	11 months
Terms of the contracts or arrangements or transactions including the value, if any	'' 0.35 lacs per month including security deposit of '' 0.35 lacs.
Date of Approval by the Board	01/04/2024
Amount paid as advances, if any	Nil

Other details if any, required to be disclosed in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is
not applicable.

The details of the related party transactions are disclosed in note 34 (c) to the financial statement which sets out related
party disclosures.

Particular of Employees:

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 provided in this Report as Annexure
II which forms part of this Report.

Particulars of Loans / Guarantees / Investment:

The details of loans and advances and investments, if any, are specified in the notes to the Balance Sheet which are in ordinary
course of business. The Company has not provided any guarantee or provided any Security for the loans availed by others.

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Auditors'' Report and Board Reply :

The Auditor has given following observations on its report:

a) (i) In our opinion, the company is generally regular in depositing undisputed statutory dues including Goods and
Service tax , provident fund, employee state insurance, income-tax, duty of custom, cess and other statutory dues
as applicable to the appropriate authorities, except in case of following;

Category	Month of Delay	Days of Delay in payment	Amount (in Lakhs)
GST Payable	Jun-24	3	0.71
	Dec-24	18	253.46
	Feb-25	2	136.21
Advance Tax	Mar-25	16(*)	186.65

(*) The days reported for delay in payment of Advance tax are upto 31^st March, 2025.

Reply of the Board of Directors: Due to liquidity issue, the Company could not make the timely payment. The
Company will make the payments regularly in future.

Statutory Auditors:

CNK & Associates, LLP, Chartered Accountants were appointed as Statutory auditors at the 1^st Annual General meeting of
the Company for a period of five years and accordingly they continue to hold office till the annual general meeting for the
year ended 2027.

There is no qualification or adverse remarks made by the auditors in their report. Provision of Cost Audit is not applicable
to the Company.

No fraud is reported by the auditors.

Secretarial Audit:

The Board had appointed CS Alkesh Jalan, Practicing Company Secretaries (Membership No FCS 10620 and COP No. 4580)
as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. As per
the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as
Annexure III and forms part of this Report. Further, the Secretarial audit report is self-explanatory.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 can be
accessed at https://www.aelhealth.com/annual-return.php.

COST AUDIT AND COST RECORDS:

The provisions of cost audit are not applicable to the Company. Further maintenance of cost records is not applicable
to the Company.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES ACCOUNTS RULES, 2014:

a) Disclosure of financial Summary / Highlights :

As stated in financial Highlights of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in the nature of business. The Company is engaged in health care devices and equipment''s. Further
the Company is engaged in providing health care facilities.

\

c) Details of Directors / Key Managerial Personnel Appointed / Resigned:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025
were as follows:

Name		Designation
1.	Mr. Chetan Joshi	Managing Director
2.	Mr. Saurabh Bhatt	Chairmain & Executive Director
3.	Mrs. Archna Joshi	Additional Director
4.	Mrs. Pooja Bhatt	Additional Director
5.	Mrs. Salini Hitesh Jalan	Independent Director
6.	Mrs. Raina Singh	Independent Director
7.	Mrs Heena Hareshbhai Jaichandani	Independent Director
8.	Mr. Sureshkumar Verma	Independent Director
9.	Mrs. Ummay Amen Masraqi	Company Secretary (w.e.f 01.01.2025 )
11.	Mr. Jignesh Suthar	Chief Financial Officer

During the year under the review, following Directors /
Key Managerial Personnel were Appointed / resigned:

Appointment:

Mrs. Ummay Amen Mashraqi was appointed as
Company Secretary of the Company with effect from
31^st December, 2024.

Cessation :

Mrs. Sanjoly Alkesh Jalan ceased to be company
Secretary of the Company with effect from31^st
December, 2024.

Other than above mentioned there is no change in the
Directors or Key Managerial Personnel during the year.

d) Details of Subsidiary Companies / Joint Ventures /
Associate Companies:

The Company has no Subsidiary/joint venture /
associate company.

e) Details regarding Deposit covered under Chapter V
of the Companies Act, 2013.

The Company has not invited any deposit other
than the exempted deposit as prescribed under the
provision of the Companies Act, 2013 and the rules
framed there under, as amended from time to time.
Hence there are no particulars to report about the
deposit falling under Rule 8 (5) (v) and (VI) of Companies
(Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with
requirements of Chapter V of the Act.

Not Applicable.

g) Details of Significant and Material Orders passed
by Regulators or Courts or Tribunals.

There was no regulatory or Court or Tribunal Order
passed against the Company.

h) Internal Financial Control System :

The Company has in place adequate internal financial
controls with reference to financial statements.

During the year, such controls were tested and
no reportable material weakness in the design or
operation was observed.

i) Details of difference between amount of the
Valuation done at the time of One Time Settlement
and the Valuation done while taking loan from
the banks or financial institutions along with the
reasons thereof

As Company has not done any one-time
settlement during the year under review hence no
disclosure is required.

Risk Management Policy:

The Management regularly reviewed the risk and has taken
appropriate steps to mitigate the risk. The Company has in
place the Risk Management policy. The Company has a robust
Business Risk Management (BRM) 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.

Industrial relations:

The Directors are pleased to report that the relations
between the workmen and the management continued to
remain cordial during the year under review.

Disclosure Under The Sexual Harassment Of

Women At Workplace (Prevention, Prohibition And
Redressal) Act, 2013:

Your Company has always believed in providing a safe and
harassment free workplace for every individual working.

The Company always endeavors to create and provide an
environment that is free from discrimination and harassment
including sexual harassment.

The Company has constituted an internal complaint
committee pursuant to Sexual Harassment of
Women at Workplace (Prevention, Prohibition And
Redressal) Act, 2013.

_J

There was no compalaints pertaining to sexual harrasement
during the year.

Vigil Mechanism:

The provision of Section 177 (10) of the Companies Act, 2013
is not applicable to the Company.

Performance Evaluation:

The Company has devised a Policy for Directors;
appointment and remuneration including criteria for
determining qualifications, performance evaluation and
other matters of Independent Directors, Board, Committees
and other individual Directors which include criteria for
performance evaluation of both non-executive directors and
executive directors.

The Company''s Nomination & Remuneration policy which
includes the Director''s appointment & remuneration and
criteria for determining qualifications, positive attributes,
independence of the Director & other matters is available on
the website of the Company.

Board Evaluation:

The Company has devised a Board Evaluation Framework for
performance evaluation of Independent Directors, Board,
Non-Independent Directors and Chairman of the Company.
Pursuant to this framework, the Board has carried out the
annual evaluation of its own performance as well as the
evaluation of the working of its Committees and individual
Directors, including Chairman of the Board. This exercise was
carried out through a structured questionnaire prepared
separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking
into consideration various aspects of the Board''s functioning
such as understanding of Board members of their roles and
responsibilities, time devoted by the Board to Company''s
long-term strategic issues, quality and transparency of Board
discussions, quality, quantity and timeliness of the information
flow between Board members and management, Board''s
effectiveness in disseminating information to shareholders
and in representing shareholder interests, Board information
on industry trends and regulatory developments and
discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas
emerging through this exercise and action plans to address
these are in progress. The performance evaluation of
the Non Independent Directors including Chairman was
carried out by the Independent Directors at a separate
meeting of the Independent Directors on March 24,
2025. The Nomination and Remuneration Committee has
further carried out evaluation of all Directors including
Independent Directors. The report of performance
evaluation so arrived at was then noted and discussed by
the Nomination and Remuneration Committee and the
Board in their respective meetings.

Conservation of energy, technology absorption, foreign
exchange earnings and outgo:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act,
2013 is as under:

A) Conservation of Energy:

Our Industries is not a power intensive Industry.
However, the Company continues its efforts to improve
the methods of energy conservation and utilization.
The details required pursuant to Rule 8 of Companies
(Accounts) Rules, 2014 are either nil or not applicable.

B) Technology Absorption:

During the year under review, no new technology was
absorbed. Further no technology was imported during
the last 5 years. Further no research and development
expenditure was incurred during the year. The details
required pursuant to Rule 8 of Companies (Accounts)
Rules, 2014 are either nil or not applicable.

C) Foreign Exchange Earnings and Outgo:

The details regarding foreign exchange earnings
and outgo, if any, is specified in the notes to
the Balance Sheet.

Corporate Social Responsibility:

Details regarding Corporate Social Responsibility is provided
in the Annexure IV. Further the details regarding Corporate
Social Responsibility Policy is also available on the website of
the Company namely https://www.aelhealth.com.

Voluntary Revision of Financial Statement and /
or Board Report:

No application was made for voluntary revision of financial
statements and / or Board Report during the year.

Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status:

No Application was made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

Details of difference between of amount of valuation
done at the time of one time settlement and the
valuation done while undertaking loan from the bank of
FI, along with reasons thereof:

Not Applicable.

Prohibition Of Insider Trading:

In accordance with Regulation 9 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, the Company believes in adhering to the highest
standards of transparency and fairness in dealing with all
stakeholders and aims to institutionalize strong governance
processes to ensure that no insider uses his or her position,

with or without the knowledge of the Company, for personal
benefit, or to provide benefits to any third party. Towards
this end, the Company has adopted a Code of Conduct
for prevention of Insider Trading which is available on the
Website of the Company at https://www.aelhealth.com/
corporate-policies.php

Adequacy of internal financial controls with reference to
financial statements

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations.
Based on the report of Internal Audit function, corrective
action are undertaken in the respective areas and thereby
strengthening the internal controls. Significant audit
observations and corrective actions thereon are presented
to the Audit Committee.

During the year under review, no material or serious
observation has been received from the Auditors of the
Company for inefficiency or inadequacy of such controls.

Others:

A Certificate from Company Secretary in practice regarding
Non-Disqualification of Directors (Pursuant to Regulation
34(3) and Schedule V Para C clause (10) (i) of the SEBI (listing
obligations and Requirements) Regulations, 2015 is provided
by way of Annexure V, which forms part of the report.

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor
Education and Protection Fund.

Various policies required are disclosed on the website of the
Company namely https://www.aelhealth.com

Other Disclosures required to be made in the Directors
Report are either nil or not applicable.

Acknowledgment:

Your Directors are thankful to regulatory and government
authorities, bankers, clients, and suppliers of the Company
for their co-operation and also wish to place on record the
contribution made by all the workers, members of the staff
and executives of the Company at all levels for the progress
of the Company.

The Directors of your company also express appreciation of
the confidence, which the members have reposed in them.

For and on behalf of Board of Directors of
For APRAMEYA ENGINEERING LIMITED

Saurabh Kishorbhai Bhatt

Chairman and Managing Director
DIN:03071549

Date : 8^th May, 2025
Place : Ahmedabad