Directors Report of Aether Industries Ltd.

Mar 31, 2025

The Board of Aether Industries Limited take pleasure in
presenting the 13^th Board Report along with other
Reports of the Company, together with the Standalone

Particulars (INR in MM)

Income from business operations
Add : Other income
Total income
EBITDA

Less: Finance Cost
Less: Depreciation

Profit before Exceptional items and Tax

Less: Exceptional items

Profit before tax

Less: Tax

Profit after tax

Earnings per Equity Share:

Basic (per Equity Share)

Diluted (per Equity Share)

Business operations and affairs of the Company

The Fiscal Year 2025, begun well in-line with the
previous fiscal year. The Company was able to operate
at an efficient level and maintained the same
throughout the year.

The efficiency was observed increased throughout the
year and resulted into better results of the Fiscal Year
2024.

The Management at the operational level, with the
extensive support of the employees, strived to work
best with limited resources after the unfortunate
accident.

and Consolidated Audited Statement of Accounts and
the Auditors'' Report of the Company for the Financial
Year ended March 31, 2025.

	Standalone		Consolidated
2025	2024	2025	2024
f7,885.18	f5,956.69	f8,386.90	f5,981.72
f443.16	f442.64	f416.42	f392.07
f8,328.34	f6,399.34	f8,803.33	f6,373.80
f2,135.79	f1,619.49	f1,176.85	f1,576.94
f102.25	f85.17	f129.33	f85.17
f427.97	f394.15	f450.14	f396.65
f2,167.65	f1,277.78	f2,248.58	f1,232.74
f 118.74	f137.62	f 118.74	f137.62
f2,048.92	f1,140.17	f2,129.84	f1,095.12
f528.01	f259.19	f545.66	f270.22
f1,520.91	f880.98	f1,584.18	f824.90
511.47	f 6.74	511.95	f 6.31
511.47	f 6.74	511.94	f 6.31

The Revenue from Operations in current Fiscal Year
were reported at f 7,885.18 MM, compared to f
5,956.69 MM in the previous Fiscal Year. EBITDA, in the
current Fiscal Year reported at f 1,619.49 MM, compared
to f 2,028.16 MM in the previous Fiscal Year. The Profit
after Tax of the Company in the current Fiscal Year was
f 880.98 MM against the previous Fiscal Year''s Profit
after Tax of f 880.98 MM.

Subsidiary, Associate and Joint Venture entities

The Company does not have any Associate or Joint
Venture entities. However, a Wholly Owned Subsidiary
Company is incorporated, details are mentioned in
Form AOC-1, as Annexure-A. During the Fiscal Year

2025, Company made an additional investment into
the above Wholly Owned Subsidiary worth f100.00 MM.

Name : Aether Speciality Chemicals Ltd.

CIN : U24290GJ2022PLC135180
Holding : 100 %

Management Discussion and Analysis Report

There are no material changes and commitments
which were reported after end of the Fiscal Year.

Business Responsibility and Sustainability Report

As the Company falls under top 500 listed Companies
of India basis the MCap, the Business Responsibility
and Sustainability Report (BRSR) in terms of Regulation
34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the Fiscal Year is
attached herewith.

Material changes and commitments during after the
end of the Fiscal Year

There are no material changes and commitments
which were reported after end of the Fiscal Year.

Change in Nature of the Business

During the Fiscal Year under review, the Company
pursued the existing stream of business operations
without introducing any new business venture.
Business activity of the Company remained
unchanged throughout the Fiscal Year.

Details of revision of Financial Statement or Annual
Report

No revision of the Financial Statements or Annual
Report has been made during Financial Year ended
March 31, 2025 neither in any of the preceding three
Fiscal Years.

Accounting treatment

Since the listing of the Company, the Company has

resorted to adhering to the Indian Accounting
Standards (Ind AS).

Share Capital Structure

During the year under review, the Authorised Share
Capital of the Company remains unchanged.

Authorized Capital

f 1,47,50,00,000 (Rupees One Hundred Forty-seven
Crore Fifty Lakh only), comprised of 14,75,00,000
(Fourteen Crore Seventy-five Lakh) Equity Shares of f
10 each.

The Company''s issued share capital structure is as
mentioned below:

Issued, Subscribed and Paid-up Capital
f 1,32,59,02,410 (Rupees One Hundred Thirty-two Crore
Fifty-nine Lakh Two Thousand Four Hundred Ten only),
comprised of 13,25,90,241 (Thirteen Crore Twenty-five
Lakh Ninety Thousand Two Hundred Forty-one) Equity
Shares of f 10 each.

All the shares of the Company are in dematerialisation
form.

During the Fiscal Year under review, in 4 (four)
instances, the issued share capital of the Company
was increased, as mentioned here:

Allotment of Shares under ESOS
Through Aether Employee Stock Option Scheme 2021
(AIL ESOS 2021), the Company issued and allotted
39,968 Equity Shares at f 321 each to 223 employees,
upon exercising their option, total f 1,28,29,728 was
received through this allotment.

Credit rating of the Company

The Company has secured increased credit ratings. In
the current Fiscal Year, the Company has maintained
an excellent upward trend, and the credit rating of the

Company is ICRA A for long-term ratings and ICRA A1
for short-term ratings, appraised by M/s. ICRA Limited, in
line with the previous year.

The rating was opted on credit exposure of f 246.00 Cr.
The Company''s performance at considering other
external factors made this achievable.

Transfer of amounts to Investor Education and
Protection Fund

The Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund.

Board and its Committees

The Board of the Company met at regular intervals as
specified under the norms under the Companies Act,
2013 for discussing and reviewing various Board and
other strategic matters. For more details, kindly refer the
Corporate Governance Report. A total 4 (four) Board
Meetings were convened during the Fiscal Year under
review.

Business transactions were well-arranged throughout
the Fiscal Year under review, and accordingly, optimum
participation was reported from the Board of Directors.

Board of Directors and Key Managerial Personnel

The Board of the Company is duly constituted,
comprising an adequate number of Executive, NonÂ¬
Executive, Women Directors and Independent Directors.

At present, the Board is comprised of a total 12 (twelve)
Board members, including 3 (women) members. There
are 4 (four) Executive Directors, 2 Non-Executive
Directors and 6 Independent Directors.

No changes reported in the Board of Directors and Key
Managerial Personnel of the Company during the

Reporting period. Business transactions were well-
arranged throughout the Fiscal Year under review and
accordingly, optimum participation was reported from
the Board of Directors.

Corporate Social Responsibility

During the Fiscal Year under review, the Company
fulfilled its CSR obligation of f 29.00 MM during the
Financial Year per the requirement, adjusting the
previous years'' excess spending. Details of CSR
activities in accordance with Section 135 read with
Schedule VII of the Companies Act, 2013, are provided in
the Annexure along with details of the CSR Committee
composition.

The Annual Report on CSR is annexed as Annexure-B to
this Report.

The CSR Policy of the Company is available on the
website of the Company at: https://aether.co.in/wp-
content/uploads/2022/08/CSR-Policy.pdf

Directors'' retirement by rotation

According to the provisions of Section 152(6) of the
Companies Act, 2013 and as per terms framed under
the Articles of Association of the Company, Ms. Purnima
Ashwin Desai and Mr. Kamalvijay Ramchandra Tulsian
will be retiring by rotation at the forthcoming Annual
General Meeting and being eligible, to offer themselves
for reappointment. The Board recommends their reÂ¬
appointment.

Declaration by Independent Directors

The Board of Directors of the Company hereby confirm
that all the Independent Directors have been duly
appointed by the Company and they have given the
declaration that they meet the criteria of independence
as provided under Section 149(6) of the Companies Act,
2013 and as per the SEBI (LODR) Regulations, 2015.

The Board''s evaluation

The Board evaluated the effectiveness of its
functioning and that of the Committees and of
Individual Directors by seeking their inputs on various
aspects of the Board / Committees'' governance. Also,
several new initiatives were introduced for the overall
evaluation of the Board.

The aspects covered in the evaluation included the
contribution to and monitoring of corporate
governance practices, participation in the long-term
strategic planning and the fulfilment of Directors''
obligations and fiduciary responsibilities, including but
not limited to, active participation at the Board and the
Committee meetings. The Chairman of the Board had
a one-on-one meeting with the Independent Directors,
and the Chairman of the Nomination and
Remuneration Committee had a one-on-one meeting
with the Executive and Non-Executive Directors. These
meetings were intended to obtain Directors'' inputs on
the effectiveness of the Board / the Committee
processes. The Board considered and discussed the
inputs received from the Directors, and also on basis of
their critical input during the fire accident was taken
into consideration. Further, the Independent Directors
at their meeting reviewed the performance of the
Board, Chairman of the Board and of Non-Executive
Directors.

The Policy can be accessed at: https://aether.co.in/wp-
content/uploads/2024/09/BoardEvaluationPolicy.pdf

Familiarization program for Independent Directors

In the reporting Fiscal Year, 2 (two) familiarisation
programs including a site visit, was hosted by the
Company for its Independent Directors. Details of such
a program is hosted on the website of the Company,
accessible at: https://aether.co.in/wp-content/uploads/
2025/08/FamiliarisationProgram of IndependentDirectors -
FINAL.pdf

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,

the Board of Directors of the Company confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with a proper explanation relating to
material disclosures;

(b) The Directors had selected such accounting
policies and applied them consistently, and made
judgments and estimates that are reasonable and
prudent to give a true and fair view of the state of
affairs of the Company at the end of the Fiscal Year
and of the profit and loss 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 the
Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting
frauds and other irregularities;

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

(e) 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.

Internal Financial Controls

The Internal Financial Control System (IFCS) of the

Company has been set out upon considering the

following measures:

(f) That IFCS are commensurate with the size and
nature of its operations.

(g) All legal and statutory compliances are ensured on
a monthly basis. Non-compliance, if any, is
seriously taken by the management and corrective
actions are taken immediately. Any amendment is
regularly updated by internal as well as external

(a) agencies in the system.

(b) Approval of all transactions is ensured through a
pre-approved Delegation of Authority Schedule
which is reviewed periodically by the Management.

(c) The Company follows a robust internal audit
process. Transaction audits are conducted regularly
to ensure the accuracy of financial reporting, and
the safeguard and protection of all the assets.
Verification of Fixed Assets is done on an annual
basis. The audit reports for the above audits are
compiled and submitted to the Board of Directors
for review and necessary action.

The Company has tried to put the best-in-class IFCS for
the optimum output.

Deposits

The Company has not accepted any deposit from the
general public within the meaning of Section 73 of the
Companies Act, 2013 and Rules framed thereunder.

Loans, Guarantees and Investments

Earlier, the Company had given an unsecured loan
worth f 1,045.55 MM to M/s. Aether Speciality Chemicals
Limited, the Wholly Owned Subsidiary, during the
reporting period. Later, it was converted into Equity
Shares.

Related Party Transactions

All the Related Party Transactions that were entered into
during the Fiscal Year were in the ordinary course of
business and at arm''s length price.

There are no materially significant Related Party
Transactions made by the Company with Promoters
(incl. Promoter Group individuals), Directors, Key
Managerial Personnel and Group Companies.

Particulars of such transactions with related parties are
duly noted on accounts forming part of the Financial
Statements.

Energy conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

Information on conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo
required to be disclosed under Section 134 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 are mentioned here under:

(a) Conservation of Energy

The steps taken or impact on conservation of energy:
The Company is taking all the efforts to save electricity
and other resources to conserve energy and utilise the
same optimally.

Strict adherence is cultivated in all the members in the
Company to save electricity and other resources.

The Company through the Purchase Power Agreement,
using the capacity of 1.6 MW electricity generated
through the solar, installed close to the end of the Fiscal
Year, as a result of it, total 15 Lakh unit of electricity was
saved out with that.

Further, additional 100 TR Brine Chiller for the new utility,
additional 75HP Cooling Tower and DP 60 air
compressor became operational.

(b) The steps taken by the company for utilizing
alternate sources of energy

The Company has entered into a Purchase Power
Agreement to avail the benefit in the form of rebate
from the electricity consumed for the manufacturing
facility. The service provider will produce the electricity
through solar power plant installed and that will lead to
redemption in the electricity bills.

The Company has ordered the execution of 15 MW Solar
Power Project (Auto-Tracker Modules) under Captive
Power Producer (CPP) segment of which 5MW Solar
Power Plant is operational and function now.

The Company has installed Variable Frequency

Devices (VFDs) along with Distributed Control System
(DCS), dedicated automated dedicated energy meters
in various high-power consuming equipment to
optimize the usage.

The capital investment in energy conservation
equipment (Solar Power):

The Company has, for the Solar Captive Power
Agreement, invested f374.63 MM, up to March 31, 2024.

The efforts made towards technology absorption:

The Company has developed its own technologies for
the development of various products and services,
which it is selling/imparting to its various customers, all
over the world.

The Company has installed an in-house Solvent
Recovery Plant (''SRP'') for recovering the materials from
mixed solvents generated and the recovered materials
are again usable for the manufacturing process. That
has led to eliminate dependency on the outside job
work for recovery from solvents as a cost-effective
measure through reduction in job work charges, which
were exorbitant till the last Fiscal Year.

from the electricity consumed for the manufacturing
facility. The service provider will produce the electricity
through a solar power plant installed, and that will lead
to a reduction in the electricity bills.

The Company has completed the execution of 15 MW
Solar Power Project (Auto-Tracker Modules) under the
Captive Power Producer (CPP) segment, which has
started saving into the energy bills of the Company.

The capital investment in energy conservation
equipment (Solar Power):

The Company has, for the Solar Captive Power
Agreement, invested f374.63 MM, up to March 31, 2025.

The efforts made towards technology absorption:

The Company has developed its own technologies for
the development of various products and services,
which it is selling/imparting to its various customers, all
over the world.

(c)Foreign Exchange Earnings and Outgo
The Foreign Exchange earned and the Foreign
Exchange outgo during the Fiscal Year 2025:

Earning: f 3,314.53 MM
Outgo: f 474.64 MM

Annual Return

The web-link of Annual Return as in Form No. MGT-7 is
https://aether.co.in/investor-relations/#financial-
performance-and-presentation, for your kind perusal
and information.

Risk Management

A formal, enterprise wide approach to Risk
Management is being adopted by the Company and
key risks are being managed within a unitary
framework. As a formal roll-out, all business divisions
and corporate functions will embrace Risk
Management Policy and Guidelines, and to make use
of these in the decision making. Key business risks and
their mitigation are considered in the annual /
strategic business plans and in periodic management
reviews. The risk management process in our multiÂ¬
business, multi-site operations, over the period of time
have been embedded into the Company''s business
systems and processes, such that Company''s
response to risk remain current and dynamic as per
conditions.

This also became helpful during the fire accident at the
Manufacturing Site-2. The Company has also formed a
Risk Management Committee, details of which are
mentioned in the Corporate Governance Report, as
Annexure-G.

Vigil Mechanism

The Company has established a Vigil Mechanism cum
Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic
mechanism for Directors and Employees to report
concerns about unethical behaviour, actual or
suspected fraud or violation of the Company''s Code of
Conduct or policy.

This mechanism is also being reviewed by the Board of
Directors every quarter in their Meeting and suggests
improvements / feedback / thereon, if any.

Once again in this Fiscal Year under review as well, no
such instances have been reported under unethical and
prohibited context. Vigil Mechanism cum Whistle Blower
Policy is placed on the website of the Company,
accessible at: https://aether.co.in/wp-content/uploads/
2024/09/WhistleBlowerPolicyVigilMechanism.pdf

Regulatory action

There was no regulatory action from any of the
Regulators or Authorities on the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and Rules framed thereunder,

M/s. Dhirren R. Dave & Company, Company Secretary in
practice, was appointed as the Secretarial Auditor of
the Company for the Fiscal Year 2025. They undertook
the Secretarial Audit activity with utmost depth and
integrity. All the conducts of the Company were found in
line with the stipulated norms, and the compliance
system was found in line with the laws, and no instance
of any material misconduct was found in the audit.

The Secretarial Audit Report for the Fiscal Year ended
March 31, 2025, is annexed herewith as Annexure-E. The
Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.

Cost Audit

Maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the
Companies Act, 2013, is maintained by the Company
and accordingly, such accounts and records are made
and maintained. For the Fiscal Year under review, M/s.
PAAA & Associates, Cost Accountants, undertook the
Cost Audit of the Company. The Board, on the
recommendation of the Audit Committee for the Fiscal
Year 2025, have approved their remuneration, which is
included in the Notice of the forthcoming Annual
General Meeting of the Company, seeking ratification by
the Members.

The Cost Auditor has confirmed that their appointment
is within the purview of Section 143 of the Companies
Act, 2013 and they confirm that they are free from any
disqualification.

Internal Audit

The Board appointed Ms. Riddhi Chitaliya, Chartered
Accountant, as the Internal Auditor of the Company as
per Section 138 of the Companies Act, 2013, to conduct
the Internal Audit of the Company, for the Fiscal Year
under review.

Employee Stock Option Scheme

Pursuant to the Resolutions of the Board of Directors
dated November 18, 2021, and Shareholders'' Resolution
dated November 18, 2021, the Company has instituted
Aether Industries Limited Employees Stock Option Plan
Scheme 2021 (hereinafter "ESOS Scheme 2021"). The
ESOS Scheme 2021 is in compliance with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, later duly
ratified by the Shareholders as well in the Annual
General Meeting.

The Company has introduced the Aether Industries
Limited Employees Stock Option Scheme 2021 (AIL ESOS
2021) primarily with a view to attract, retain, incentivise

and motivate the existing employees of the Company.
The AIL ESOS 2021 contemplates the grant of options to
eligible employees, as may be determined in due
compliance of SEBI SBEB Regulations and provisions of
the AIL ESOS 2021.

After vesting of options, the Eligible Employees earn a
right (but not an obligation) to exercise the vested
options within the exercise period and obtain equity
shares of the Company subject to payment of exercise
price and satisfaction of any tax obligation arising
thereon. Details of the ESOP is contained in Annexure-D.

Secretarial Standards

The Company has duly complied with applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India on the Board and the
General Meetings of the Company (SS-1 and SS-2)
from time to time.

Reporting of fraud by Auditors

There is no qualification, reservation or adverse
remarks made by M/s. Birju S. Shah & Associates,
Statutory Auditors in their Audit Report, M/s. Dhirren R.
Dave & Company, Secretarial Auditors in their
Secretarial Audit Report, and Ms. Riddhi Chitaliya,
Internal Auditor in her Internal Audit Report.

Apart from it, no such instance of fraud committed to
Company by its employees or officers has been
reported to the Audit Committee under Section 143(12)
of the Companies Act, 2013.

Remuneration detail of employees

Pursuant to Rule 5(1) of Companies (Appointment and
Remuneration) Rules, 2014, a statement regarding top
ten employees in terms of remuneration drawn and
other details of the employees as prescribed has to be
provided in the Board Report. Details regarding the
same are attached as Annexure-E.

Human Resources and Industrial Relations

The Company takes pride in the commitment,
competence and dedication of its employees in all
areas of the business. The Company has a structured
induction process at all locations and management
development programs to upgrade the skills of
managers and other employees. Objective appraisal
systems based on Key Result Areas (KRAs) are in place
for various employees and the system is always being
implemented towards an unbiased appraisal system.

The Company is committed to nurturing, enhancing
and retaining its top talent through superior learning
and organizational development. This is a part of our
Corporate HR function and is a critical pillar to support
the organization''s growth.

The Company has aligned and collaborated R&D
activities with many institutions and Universities in
India. Company has associated with National
Chemical Laboratory (NCL, Pune), Institute of Chemical
Technology (ICT, erstwhile UDCT, Mumbai), Uka
Tarsadia University (UTU, Bardoli) and Sardar
Vallabhbhai National Institute of Technology (SVNIT,
Surat). Also, it has contributed towards the programs
for chemical engineer aspirants which, includes
industrial training.

The Company has its own sponsored PhD programs
which are ongoing for getting PhD research and
degree done for its R&D team with above named
Institutes.

Environment, Health and Safety Protection

The Company''s Health and Safety Policy commits to
comply with applicable legal and other requirements
concerning Occupational Health, Safety and
Environment matters The Company has a due system
for environmental issues, health and safety issues
concerned with the employees and the same is
reviewed at regular intervals.

Disruption of activities due to a fire accident

For Aether Industries Limited
Ashwin Desai

Managing Director | DIN: 00038386
Rohan Desai

Whole Time Director | DIN: 00038379
July 24, 2025

During the year under review, the Company received
the No Objection from the Gujarat Pollution Control
Board (GPCB) to resume the operation at full capacity.
Also, the clean chit was received without any fine/
penalty or other obligation from the ''National Green
Tribunal''.

As of March 31, 2025, the affected manufacturing facility
was fully operative.

Anti-Sexual Harassment Policy

The Company has in place a Policy on Prevention of
Sexual Harassment at Premises, in line with the
requirements of Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act,

2013. There is a Committee as well to deal with and
provide the redressal in the matter, if reported. However,
no such instances have been reported in the reporting
year.

Appreciation and Acknowledgement

The Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication
and commitment. The Board places on record its
appreciation for the support and cooperation, your
company has been receiving from its Suppliers,
Retailers, Dealers & Distributors and others associated
with the Company. The Directors also take this
opportunity to thank all Clients, Vendors, Banks,
Regulatory Authorities, Government and every
Stakeholder for their continuous support.

Mar 31, 2024

The Board of Aether Industries Limited take pleasure in presenting the 12^th Board Report along with other Reports
of the Company, together with the Standalone and Consolidated Audited Statement of Accounts and the
Auditorsâ Report of the Company for the Financial Year ended March 31, 2024.

Financial Summary and Highlights

Standalone Consolidated

Particulars (INR in MM)	2024	2023	2024	2023
Income from business operations	? 5,956.69	? 6,510.74	? 5,981.72	? 6,510.74
Add : Other income	? 442.64	? 165.65	? 392.07	? 165.65
Total income	? 6,399.34	? 6,676.39	? 6,373.80	? 6,676.39
EBITDA	? 1,757.11	? 2,028.16	? 1,714.56	? 2,028.14
Less: Finance Cost	? 85.17	? 50.93	? 85.17	? 50.93
Less: Depreciation	? 394.15	? 232.45	? 396.65	? 232.45
Profit before Exceptional items and Tax	? 1,277.78	? 1,744.79	? 1,232.74	? 1,744.76
Less: Exceptional items	? 137.62	? 0.00	? 137.62	? 0.00
Profit before tax	? 1,140.17	? 1,744.80	? 1,095.12	? 1,744.76
Less: Tax	? 259.19	? 440.61	? 270.22	? 440.61
Profit after tax	? 880.98	? 1,304.17	? 824.90	? 1,304.15
Earnings per Equity Share: Basic and Diluted (per Equity Share)	? 6.74	? 10.47	? 6.31	? 10.47

Business operations and affairs of the Company

The Fiscal Year 2024, begun well in-line with the previous fiscal year. The Company was initially able to operate at
an efficient level, later on November 29, 2023 the Company met with an accident which had a significant impact
over performance of the Company.

The Management at the operational level, with the extensive support of the employees, strived to work best with
limited resources after the unfortunate accident.

The Revenue from Operations in current Fiscal Year were reported at ? 5,956.69 MM, compared to ? 6,510.74 MM
in the previous Fiscal Year. EBITDA, in the current Fiscal Year reported at ? 1,619.49 MM, compared to ? 2,028.16
MM in the previous Fiscal Year. The Profit after Tax of the Company in the current Fiscal Year was ? 880.98 MM
against the previous Fiscal Yearâs Profit after Tax of ? 1,304.17 MM.

Subsidiary, Associate and Joint Venture entities

The Company does not have any Associate or Joint Venture entities. However, a Wholly Owned Subsidiary
Company is incorporated, details are mentioned in Form AOC-1, as Annexure-A.

Name CIN Holding %

Aether Speciality Chemicals Limited U24290GJ2022PLC135180 100%

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Fiscal Year under review is included in the Annual
Report.

Business Responsibility and Sustainability Report

As the Company falls under top 500 listed Companies of India basis the MCap, the Business Responsibility and
Sustainability Report (BRSR) in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the Fiscal Year is attached herewith.

Material changes and commitments during after the end of the Fiscal Year

Except the financial reporting related to fire accident dated November 29, 2023, there have been no material
changes and commitments, which have occurred between the end of the Fiscal Year to which the Financial
Statements relate and the date of this Report, which affect the financial position of the Company.

Change in Nature of the Business

During the Fiscal Year under review, Company pursued the existing stream of business operations without
introducing any new business venture. Business activity of the Company remained unchanged throughout the
Fiscal Year.

Details of revision of Financial Statement or Annual Report

No revision of the Financial Statements or Annual Report has been made during Financial Year ended March 31,
2024 neither in any of the preceding three Fiscal Years.

Accounting treatment

Since the listing of the Company, the Company resorted to adhering to the Indian Accounting Standards (Ind AS).
Share Capital Structure

During the year under review, the Authorised Share Capital of the Company remains unchanged.

Authorized Capital

? 1,47,50,00,000 (Rupees One Hundred Forty-seven Crore Fifty Lakh only), comprised of 14,75,00,000 (Fourteen
Crore Seventy-five Lakh) Equity Shares of ? 10 each.

The Companyâs issued share capital structure is as mentioned below:

Issued, Subscribed and Paid-up Capital

? 1,32,55,02,730 (Rupees One Hundred Thirty-two Crore Fifty-five Lakh Two Thousand Seven Hundred Thirty
only), comprised of 13,25,5,0273 (Thirteen Crore Twenty-five Lakh Fifty Thousand Two Hundred Seventy-Three)
Equity Shares of ? 10 each.

All the shares of the Company are in dematerialisation form.

During the Fiscal Year under review, in two instances, the issued share capital of the Company was increased, as
mentioned here:

Qualified Institutional Placement (QIP)

On June 22, 2023, Company issued 80,12,820 Equity Shares through QIP vide book building process. Shares
were issued at ? 936, of which ? 926 was share premium. Post this, all the Equity Shares were listed on BSE
Limited and National Stock Exchange of India Limited (NSE). The Company raised total ? 7,49,99,99,520
through the QIP.

Allotment of Shares under ESOS

Through Aether Employee Stock Option Scheme 2021 (AIL ESOS 2021), the Company issued and allotted
26,732 Equity Shares at ? 321 each to 235 employees, upon exercising their option, total ? 85,80,972 was
received through this allotment.

Credit rating of the Company

The Company has secured increased credit ratings. In the current Fiscal Year, the Company has maintained an
excellent upward trend and the credit rating of the Company is ICRA A for long-term ratings and ICRA A1 for
short-term ratings, appraised by M/s. ICRA Limited.

The rating was opted on credit exposure of ? 132.80 Cr. Companyâs performance at considering other external
factors made this achievable.

Transfer of amounts to Investor Education and Protection Fund

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund.

Board and its Committees

The Board of the Company met at regular intervals as specified under the norms under the Companies Act, 2013
for discussing and reviewing various Board and other strategic matters. For more details, kindly refer the
Corporate Governance Report. Total 6 (six) Board Meetings were convened during the Fiscal Year under review.

Business transactions were well-arranged throughout the Fiscal Year under review and accordingly, optimum
participation was reported from the Board of Directors.

Board of Directors and Key Managerial Personnel

The Board of the Company is duly constituted, comprising an adequate number of Executive, Non-Executive,
Women Directors and Independent Directors.

At present, the Board is comprised of a total 12 (twelve) Board members, including 3 (women) members. There
are 4 (four) Executive Directors, 2 Non-Executive Directors and 6 Independent Directors.

During the year, Dr. James (Jim) William Ringer was appointed as the Chief Technology Officer (CTO) of the
Company w.e.f. March 1, 2024.

Corporate Social Responsibility

During the Fiscal Year under review, the Company fulfilled its CSR obligation of ? 27.65 MM above the
requirement, the total CSR expenditure reported to ? 27.97 MM. Details of CSR activities in accordance with
Section 135 read with Schedule VII of the Companies Act, 2013, are provided in the Annexure along with details of
the CSR Committee composition.

The Annual Report on CSR is annexed as Annexure-C to this Report.

The CSR Policy of the Company is available on the website of the Company at: https://aether.co.in/wp-content/
uploads/2022/08/CSR-Policy.pdf

Directorsâ retirement by rotation

According to the provisions of Section 152(6) of the Companies Act, 2013 and as per terms framed under the
Articles of Association of the Company, Mr. Rohan Ashwin Desai and Ms. Ishita Surendra Manjrekar will be retiring
by rotation at the forthcoming Annual General Meeting and being eligible, to offer themselves for reappointment.
The Board recommends their re-appointment.

Declaration by Independent Directors

The Board of Directors of the Company hereby confirm that all the Independent Directors have been duly
appointed by the Company and they have given the declaration that they meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015.

The Boardâs evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors
by seeking their inputs on various aspects of the Board / the Committee governance. Also, several new initiatives
were introduced for the overall evaluation of the Board.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance
practices, participation in the long-term strategic planning and the fulfilment of Directors'' obligations and
fiduciary responsibilities, including but not limited to, active participation at the Board and the Committee
meetings. The Chairman of the Board had one-on-one meeting with the Independent Directors and the Chairman
of the Nomination and Remuneration Committee had one-on-one meeting with the Executive and Non-Executive
Directors These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board / the
Committee processes. The Board considered and discussed the inputs received from the Directors and also basis
their critical input during the fire accident was taken into consideration. Further, the Independent Directors at
their meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Executive Directors

The Policy can be accessed at: https://aether.co.in/wp-content/uploads/2024/09/BoardEvaluationPolicy.pdf

Familiarization program for Independent Directors

In the reporting Fiscal Year, 2 (two) familiarization program including a site visit was hosted by the Company for
its Independent Directors. Details of such program is hosted on the website of the Company, accessible at:
https://aether.co.in/wp-content/uploads/2024/08/FamiliarisationProgram of Independent Directors - FINAL.pdf

Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirm that:

(a) In the preparation of the annual accounts, 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 Fiscal Year and of the profit and loss 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 the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;

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

(e) 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.

Internal Financial Controls

The Internal Financial Control System (IFCS) of the Company has been set out upon considering the following
measures:

(a) That IFCS are commensurate with the size and nature of its operations.

(b) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken
by the management and corrective actions are taken immediately. Any amendment is regularly updated by
internal as well as external agencies in the system.

(c) Approval of all transactions is ensured through a pre-approved Delegation of Authority Schedule which is
reviewed periodically by the Management.

(d) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure
the accuracy of financial reporting, and the safeguard and protection of all the assets. Verification of Fixed
Assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to the
Board of Directors for review and necessary action.

Internal Financial Controls

The Internal Financial Control System (IFCS) of the Company has been set out upon considering the following

measures:

(a) That IFCS are commensurate with the size and nature of its operations.

(c) Approval of all transactions is ensured through a pre-approved Delegation of Authority Schedule which is
reviewed periodically by the Management.

(e) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure
the accuracy of financial reporting, and the safeguard and protection of all the assets. Verification of Fixed
Assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to the
Board of Directors for review and necessary action.

The Company has tried to put the best in class IFCS for the optimum output.

Deposits

The Company has not accepted any deposit from the general public within the meaning of Section 73 of the

Companies Act, 2013 and Rules framed thereunder.

Loans, Guarantees and Investments

During the year under review, the Company has given an unsecured loan worth ? 1,045.55 MM to M/s. Aether

Speciality Chemicals Limited, the Wholly Owned Subsidiary, during the reporting period.

Related Party Transactions

All the Related Party Transactions that were entered into during the Fiscal Year were in the ordinary course of

business and at armâs length price.

There are no materially significant Related Party Transactions made by the Company with Promoters (inch
Promoter Group individuals), Directors, Key Managerial Personnel and Group Companies.

Companies or any such designated persons, which are covered under the purview of Material Related Party
Transactions.

Particulars of such transactions with related parties are duly noted on accounts forming part of the Financial
Statements.

Energy conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Information on conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to
be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are
mentioned here under:

(a) Conservation of Energy

The steps taken or impact on conservation of energy:

The Company is taking all the efforts to save electricity and other resources to conserve energy and utilise the
same optimally.

Strict adherence is cultivated in all the members in the Company to save electricity and other resources.

The Company through the Purchase Power Agreement, using the capacity of 1.6 MW electricity generated
through the solar, installed close to the end of the Fiscal Year, as a result of it, total 4.85 Lakh unit of
electricity was saved out with that.

Further, additional 100 TR Brine Chiller for the new utility, additional 75HP Cooling Tower and DP 60 air
compressor were installed.

The Company has installed Variable Frequency Devices (VFDs) along with Distributed Control System (DCS),
dedicated automated dedicated energy meters in various high-power consuming equipment to optimize the
usage.

(b) The steps taken by the company for utilizing alternate sources of energy

The Company has entered into a Purchase Power Agreement to avail the benefit in the form of rebate from
the electricity consumed for the manufacturing facility. The service provider will produce the electricity
through solar power plant installed and that will lead to redemption in the electricity bills.

The Company has ordered the execution of 15 MW Solar Power Project (Auto-Tracker Modules) under Captive
Power Producer (CPP) segment of which 5MW Solar Power Plant is operational and function now.

The capital investment in energy conservation equipment (Solar Power):

The Company has, for the Solar Captive Power Agreement, invested ?374.63 MM, up to March 31, 2024.

The efforts made towards technology absorption:

The Company has developed its own technologies for the development of various products and services,
which it is selling/imparting to its various customers, all over the world.

The Company has installed an in-house Solvent Recovery Plant (âSRPâ) for recovering the materials from mixed
solvents generated and the recovered materials are again usable for the manufacturing process. That has led
to eliminate dependency on the outside job work for recovery from solvents as a cost-effective measure
through reduction in job work charges, which were exorbitant till the last Fiscal Year.

(a) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned and the Foreign Exchange outgo during the Fiscal Year 2024:

Earning: ? 2,300.21 MM
Outgo: ? 1,097.85 MM.

Annual Return

The web-link of Annual Return as in Form No. MGT-7 is https://aether.co.in/investor-relations/#financial-
performance-and-presentation, for your kind perusal and information.

Risk Management

A formal, enterprise wide approach to Risk Management is being adopted by the Company and key risks are being
managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will
embrace Risk Management Policy and Guidelines, and to make use of these in the decision making. Key business
risks and their mitigation are considered in the annual / strategic business plans and in periodic management
reviews. The risk management process in our multi-business, multi-site operations, over the period of time have
been embedded into the Companyâs business systems and processes, such that Companyâs response to risk
remain current and dynamic as per conditions.

This also became helpful during the fire accident at the Manufacturing Site-2.

The Company has also formed a Risk Management Committee, details of which are mentioned in the Corporate
Governance Report, as Annexure-G.

Vigil Mechanism

The Company has established a Vigil Mechanism cum Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic mechanism for Directors and Employees to report concerns
about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or policy.

This mechanism is also being reviewed by the Board of Directors every quarter in their Meeting and suggests
improvements / feedback / thereon, if any.

Once again in this Fiscal Year under review as well, no such instances have been reported under unethical and
prohibited context. Vigil Mechanism cum Whistle Blower Policy is placed on the website of the Company,
accessible at: https://aether.co.in/wp-content/uploads/2024/09/WhistleBlowerPolicyVigilMechanism.pdf

Regulatory action

During the year under review, the Gujarat Pollution Control Board (the GPCB) ordered a monetary fine of ? 5.00
MM as Interim Damage Compensation to the Company for the fire accident and temporary closure of the affected
site of fire accident.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, M/s. Dhirren
R. Dave & Company, Company Secretary in practice was appointed as the Secretarial Auditor of the Company for
the Fiscal Year 2024. They undertook the Secretarial Audit activity with utmost depth and integrity. All the
conducts of the Company were found in line with the stipulated norms and the compliance system was found in
line with the laws and no instance of any material misconduct was found in the audit.

The Secretarial Audit Report for the Fiscal Year ended March 31, 2024, is annexed herewith as Annexure-D. The
Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the
Companies Act, 2013, is maintained by the Company and accordingly such accounts and records are made and
maintained. For the Fiscal Year under review, M/s. Ashvin Ambaliya & Associates, Cost Accountants undertook the
Cost Audit of the Company. The Board on the recommendation of the Audit Committee for the Fiscal Year 2025,
have approved their remuneration, which is included in the Notice of the forthcoming Annual General Meeting of
the Company, seeking ratification by the Members.

The Cost Auditor has confirmed that their appointment is within the purview of Section 143 of the Companies
Act, 2013 and they confirm that they are free from any disqualification.

Internal Audit

The Board appointed Ms. Ishita H. Rathod, Cost & Management Accountant as the Internal Auditor of the
Company as per Section 138 of the Companies Act, 2013 to conduct the Internal Audit of the Company, for Fiscal
Year under review.

Employee Stock Option Scheme

Pursuant to the Resolutions of the Board of Directors dated November 18, 2021, and Shareholdersâ Resolution
dated November 18, 2021, the Company has instituted Aether Industries Limited Employees Stock Option Plan
Scheme 2021 (hereinafter âESOS Scheme 2021â). The ESOS Scheme 2021 is in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, later duly ratified
by the Shareholders as well in the Annual General Meeting.

After vesting of options, the Eligible Employees earn a right (but not an obligation) to exercise the vested options
within the exercise period and obtain equity shares of the Company subject to payment of exercise price and
satisfaction of any tax obligation arising thereon. On November 20, 2023, the second allotment was executed of
total 26,732 Options, detailed in Annexure-E.

Secretarial Standards

The Company has duly complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on the Board and the General Meetings of the Company (SS-1 and SS-2) from time to time.

Reporting of frauds by Auditors

There is no qualification, reservation or adverse remarks made by M/s. Birju S. Shah & Associates, Statutory
Auditors in their Audit Report, M/s. Dhirren R. Dave & Company, Secretarial Auditors in their Secretarial Audit
Report, and Ms. Ishita H. Rathod, Internal Auditor in her Internal Audit Report.

Apart from it, no such instance of fraud committed to Company by its employees or officers has been reported
to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Remuneration detail of employees

Pursuant to Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014, a statement regarding top ten
employees in terms of remuneration drawn and other details of the employees as prescribed has to be provided
in the Board Report. Details regarding the same are attached as Annexure-F.

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the
business. The Company has a structured induction process at all locations and management development
programs to upgrade the skills of managers and other employees. Objective appraisal systems based on Key
Result Areas (KRAs) are in place for various employees and the system is always being implemented towards an
unbiased appraisal system.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and
organizational development. This is a part of our Corporate HR function and is a critical pillar to support the
organizationâs growth.

The Company has aligned and collaborated R&D activities with many institutions and Universities in India.
Company has associated with National Chemical Laboratory (NCL, Pune), Institute of Chemical Technology (ICT,
erstwhile UDCT, Mumbai), Uka Tarsadia University (UTU, Bardoli) and Sardar Vallabhbhai National Institute of
Technology (SVNIT, Surat). Also, it has contributed towards the programs for chemical engineer aspirants which,
includes industrial training.

The Company has its own sponsored PhD programs which are ongoing for getting PhD research and degree done
for its R&D team with above named Institutes.

Environment, Health and Safety Protection

The Company''s Health and Safety Policy commits to comply with applicable legal and other requirements
concerning Occupational Health, Safety and Environment matters The Company has a due system for
environmental issues, health and safety issues concerned with the employees and the same is reviewed at
regular intervals.

Disruption of activities due to fire accident

On November 29, 2023, an unfortunate accident of fire break-out resulted in the loss of 11 precious lives and 23
workers were injured. The Company completely took the onus of the accident and has compensated the relatives
of the deceased. The families of the deceased were compensated with ? 5.00 MM per family, acknowledging the
tragic loss they have experienced. Additionally, the injured workers were promptly hospitalized and provided with
the best treatment, with all expenses covered by the Company. In case of any permanent disabilities as a result
of the accident, such employees were declared compensation with Rs. 2.5 MM each, though no permanent
disabilities were reported.

Furthermore, the Company received closure notices from both the Factory Inspector and the Gujarat Pollution
Control Board (GPCB), accompanied by a fine of ? 5.00 MM. Despite this setback, the other manufacturing
facilities (1 and 3) have resumed operations. The Company is committed to ensuring sustainability in terms of the
safety and welfare of its human resources and has taken utmost care ever since the accident happened.

As of March 31, 2024, the affected manufacturing facility was partially operative with permission from GPCB and
the revocation order is also expected soon for the remaining area.

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The same is mentioned in the
Corporate Governance Report.

Appreciation and Acknowledgement

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The Board places on record its appreciation for the support and cooperation, your company
has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company.
The Directors also take this opportunity to thank all Clients, Vendors, Banks, Regulatory Authorities, Government
and every Stakeholder for their continuous support.

For Aether Industries Limited
Ashwin Desai - Managing Director DIN: 00038386
Rohan Desai - Whole Time Director DIN: 00038379
Place: Surat | Date: July 19, 2024

Mar 31, 2022

The Board of Aether Industries Limited take pleasure in presenting the 10^th Board Report of the Company, together with the Standalone Audited Statement of Accounts and the Auditors'' Report of the Company for the Financial Year ended March 31, 2022.

Financial Summary and Highlights

Financial performance of the Company for the Financial Year ended March 31, 2022 is summarized as below

Particulars	March 31, 2022	(f MM) March 31, 2021
Income from Business Operations	T 5,900.47	T 4,498.16
Add : Other Income	T 69.74	T 39.73
Total Income	? 5,970.21	? 4,537.89
Profit / loss before Finance Cost, Tax, Depreciation and Amortisation	? 1,750.81	? 1,161.32
Less: Finance Cost	T 131.21	T 113.15
Less: Depreciation	T 154.87	T 110.11
Profit before Tax	? 1,464.73	? 938.06
Less: Tax	T 375.44	T 226.87
Profit after Tax	? 1,089.29	? 711.19
Earnings per Equity Share : Basic and Diluted (per Equity Share)	f 9.67	f 7.36

Business operations and affairs of the Company

The Fiscal Year 2022, begun with smooth flow in operations as compared to the last year which was impacted due to the outbreak of CoVID-19 in the whole world. The Company was able to operate at efficient level and maintained the annual growth rate, this year as well. The Company added some new facilities and products, which helped the Company to grow even further.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements.

The Revenue from Operations in current Fiscal Year were reported at T5,900.47 MM, compared to T4,498.16 MM in the previous Fiscal Year, thereby showing a growth of 31.2%. Further, EBITDA, in the current Fiscal Year reported at T1,750.81 MM, compared to T1,161.32 MM in the previous Fiscal Year, registered a growth of 50.8% year on year. The Net Profit of the Company in the current Fiscal Year was T 1,089.29 MM, which accounted for an increase of 53.2% against the previous Fiscal Year''s Net Profit of T711.19 MM.

Dividend

Considering various requirements for more CAPEX towards infrastructure and scale-up, along with other business expansions, the Board has not recommended any dividend this year.

Environment, Social & Governance

Sustainability - the symbiotic essence between the nature and biodiversity and also amongst the past, present and the future - has been the core thought around everything that we do, individually and also collectively.

The CoVID-19 pandemic pressed the reset button of our planet, impacting every one of its inhabitants. While technological advances accelerate, it is worth noting the fact that peoples'' expectations from life have changed. Safety, good health and socio-economic security have become predominant in that order. The Company has strived to behave responsibly in that manner and has aligned the practices which are taking care of all the above factors.

With the motive of keeping ESG in line with the business operations, the Company, during the period under review took the sustainability performance test conducted by EcoVadis and secured seventy-five percentile in it, with Silver Medal rating. There are only 25% companies in the world with this rating.

Also, the Company became a member of Global Compact Network (India), part of the United Nations Global Compact, to create responsible business values.

Reserves

For the Fiscal Year 2022, the Company has transferred ?1,089.29 MM to the General Reserves.

Insurance

The Company has taken adequate insurance to cover the risks to its employees, properties (land and buildings), plants, equipment, other assets and third parties. The Company has also in-place the Directors & Officers Insurance Policy.

Change in Nature of the Business

During the Fiscal Year under review, Company pursued the existing stream of business operations without introducing any new business venture. Business activity of the Company remained unchanged throughout the Fiscal Year.

Details of revision of Financial Statement or Annual Report

No revision of the Financial Statements or Annual Report has been made during Financial Year ended March 31, 2022 neither in any of the preceding three Fiscal Years.

Accounting treatment

The Company was adhering to the Generally Accepted Accounting Principles as per the Indian GAAP. However, with effect from April 2018, the Company resorted to adhering to the Indian Accounting Standards (Ind AS) for going ahead with the IPO. Hence, from this Fiscal Year 2022 onwards, the Company has adopted the Indian Accounting Standards (Ind-AS).

Subsidiary, Associate and Joint Venture entities

The Company does not have any Subsidiary, Associate or Joint Venture entities.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Fiscal Year under review is included in the Annual Report.

Business Responsibility Report

The Business Responsibility Report in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Fiscal Year under review is attached herewith.

Material changes and commitments during after the end of the Fiscal Year

There have been no material changes and commitments, which have occurred between the end of the Fiscal Year to which the Financial Statements relate and the date of this Report, which affect the financial position of the Company.

The Company had filed the Draft Red Herring Prospectus (DRHP) with SEBI for the Initial Public Offering (IPO) of its Equity Shares. During the Fiscal Year under review, the Company received the in-principal approval from the BSE Limited and the National Stock Exchange of India Limited.

Share Capital Structure

During the year under review, the Company has increased its Authorised Share Capital.

The Company raised the Authorised Share Capital by ?1000 MM. Authorised Share Capital at the end of the Fiscal Year stood at ? 1400 MM, bifurcated as mentioned here under:

Authorized Capital:

?1,40,00,00,000/- (Rupees One Thousand Four Hundred Million only), comprised of 14,00,00,000 (Fourteen Million) Equity Shares of ?10/- each.

The Company''s issued share capital structure was as mentioned here under:

Issued, Subscribed and Paid-up Capital:

?1,12,69,13,970/- (Rupees One Hundred Twelve Crores Sixty-Nine Lakh Thirteen Thousand Nine Hundred Seventy only), comprised of 11,26,91,397 (Eleven Crores Twenty-Six Lakh Ninety-One Thousand Three Hundred Ninety Seven) Equity Shares of ?10/- each.

All the shares of the Company are in dematerialisation form.

During the Fiscal Year under review, at two instances, the issued share capital of the Company was increased, as mentioned here under:

â¢ Raising Capital through Private Placement

The Company raised ?1,03,17,96,720/- (Rupees One Hundred Three Crores Seventeen Lakhs Ninety Six Thousand Seven Hundred Twenty only), through private placement by allotting 16,07,160 (Sixteen Lakhs Seven Thousand One Hundred Sixty) Equity Shares of face value of ? 10/- each at a premium of ?632/- each. 6,22,085 Equity Shares (0.55% holding) )issued to IIFL Special Opportunities Fund - Series 9 and 6,37,640 Equity Shares issued to White Oak Group (3,18,820 Equity Shares, being 0.57% holding to India Acorn Fund Ltd, Mauritius and 3,18,820 Equity Shares to Ashoka India Equity Investment Trust Plc, London).

â¢ Capitalisation of Reserves

Company allotted Bonus shares from Free Reserves and Security Premium in the ratio of 10:1 (10 Equity Shares for 1 Equity Share) to the existing shareholders, total of 10,09,85,670 (Ten Crores Nine Lakhs Eighty Five Thousand Six Hundred Seventy) Equity Shares of ?10 each, amounting to ?1,00,98,56,700 (Rupees One Hundred Crores Ninety-Eight Lakhs Fifty-Six Thousand Seven Hundred only).

Credit rating of the Company

The Company with its continuous outstanding performance, has secured more better credit ratings. In the current Fiscal Year, once again, the Company has maintained the excellent upward trend and the credit rating of the Company is CRISIL A- for long term ratings and CRISIL A2 for short term ratings, appraised by M/s. CRISIL Ratings Limited.

The rating was opted on credit exposure of T275 Cr. (enhanced from previous exposure of T203.17 Cr. for the Fiscal Year 2021). Company''s continuous outstanding performance at optimum level made this achievable consecutively in this Fiscal Year as well.

Transfer of amounts to Investor Education and Protection Fund

The Company does not have any funds lying unpaid or unclaimed for a period of seven Years Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

Board and its Committees

The Board of the Company met at regular intervals as specified under the norms under the Companies Act, 2013 for discussing and reviewing various Board and other strategic matters For more details, kindly refer the Corporate Governance Report. Total 12 Board Meetings were convened during the Fiscal Year under review.

Business transactions were all well-arranged throughout the Fiscal Year under review and accordingly Board Meetings were planned-out well with optimum participation.

Board of Directors and Key Managerial Personnel

The Board of the Company is duly constituted, comprising adequate number of Executive, Non-Executive, Women Directors and Independent Directors At the beginning of the Fiscal Year, there were nine Directors on the Board of the Company. However, taking into consideration the requirements with respect to SEBI ICDR Regulations, 2018 and SEBI LODR Regulations, 2015, numerous changes in the Board took place in the Fiscal Year under review.

Following changes took place in the Board and Key Managerial Personnel during the period :

Name	Date	Nature of event
Mr. Rakesh Malik	September 4, 2021	Resigned as a Director
Mr. Rohan Ashwin Desai	September 30, 2021	Resigned as a Chief Financial Officer
Mr. Ashwin Jayantilal Desai	October 1, 2021	Re-appointed as a Managing Director
Ms. Purnima Ashwin Desai	October 1, 2021	Appointed as a Whole-time Director
Mr. Rohan Ashwin Desai	October 1, 2021	Appointed as a Whole-time Director
Dr. Aman Ashwinbhai Desai	October 1, 2021	Appointed as a Whole-time Director
Ms. Leja Satish Hattiangadi	October 1, 2021	Appointed as an Independent Director
Mr. Faiz Arif Nagariya	October 1, 2021	Appointed as Chief Financial Officer
Mr. Jitendra Popatlal Vakharia	November 17, 2021	Appointed as an Add. Independent Director
Dr. Amol Arvindrao Kulkarni	November 17, 2021	Appointed as an Add. Independent Director
Mr. Rajkumar Mangilal Borana	November 17, 2021	Appointed as an Add. Independent Director

Mr. Ashwin Jayantilal Desai, Managing Director of the Company has attained the age of seventy years and Special Resolution was passed in the Annual General Meeting held on September 18, 2021 for his continuous employment.

Corporate Social Responsibility

During the Fiscal Year under review, the Company fulfilled its CSR obligation of T12.19 MM. Details of CSR activities in accordance with Section 135 read with Schedule VII of the Companies Act, 2013, is provided in Annexure along with details of the CSR Committee composition.

The Annual Report on CSR is annexed as Annexure-B to this Report.

The CSR Policy of the Company is available on the website of the Company at: https://aether.co.in/wp-content/uploads/ 2022/08/CSR-Policv.pdf

Directors retirement by rotation

According to the provisions of Section 152(6) of the Companies Act, 2013 and as per terms framed under the Articles of Association of the Company, Mr. Rohan Ashwin Desai and Mr. Kamalvijay Ramchandra Tulsian will be retiring by rotation at the forthcoming Annual General Meeting and being eligible, to offer themselves for reappointment. The Board recommends their re-appointment.

Declaration by Independent Directors

The Board of Directors of the Company hereby confirm that all the Independent Directors have been duly appointed by the Company and they have given the declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

The Board''s evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors by seeking their inputs on various aspects of the Board / the Committee governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and the Committee meetings. The Chairman of the Board had one-on-one meeting with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meeting with the Executive and Non-Executive Directors These meetings were intended to obtain Directors'' inputs on effectiveness of the Board / the Committee processes. The Board considered and discussed the inputs received from the Directors Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Executive Directors The Policy can be accessed at: https://aether.co.in/wp-content/uploads/2022/08/ Board-Evaluation-Policy.pdf

Familiarization program for Independent Directors

In the reporting Fiscal Year, a familiarization program was hosted by the Company for its Independent Directors Detail of such program is hosted on the website of the Company, accessible at: https://aether.co.in/wp-content/uploads/2022/07/ Familiarisation%20program%20of%20ID.pdf

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirm that:

a. In the preparation of the annual accounts, 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 Fiscal Year and of the profit and loss 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. 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.

Internal Financial Controls

Internal Financial Control System (IFCS) of the Company has been set out upon considering following measures:

1. That IFCS are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a pre-approved Delegation of Authority Schedule which is reviewed periodically by the Management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Verification of Fixed Asset is done on an annual basis. The audit reports for the above audits are compiled and submitted to the Board of Directors for review and necessary action.

Company has tried to put the best in class IFCS for the optimum output.

Deposits

The Company has not accepted any deposit from general public within the meaning of Section 73 of the Companies Act,

2013 and Rules framed thereunder.

Loans, Guarantees and Investments

During the year under review, the Company has not made / given / advanced any Loans, Guarantees and Investments

covered under Section 186 of the Companies Act, 2013.

Related Party Transactions

All the Related Party Transactions that were entered into during the Fiscal Year were in the ordinary course of business and at

arm''s length price There are no materially significant Related Party Transactions made by the Company with Promoters (incl.

Promoter Group individuals), Directors, Key Managerial Personnel, Group

Companies or any such designated persons, which are covered under purview of Material Related Party Transactions.

Particulars of such transactions with related parties are duly noted on accounts forming part of the Financial Statements.

Further details of transaction entered with the related parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, taking into consideration the SEBI LODR Regulations, 2015, are attached herewith as Annexure-A for your kind perusal and information.

Energy conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

Information on conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are mentioned here under :

a. Conservation of Energy

â¢ the steps taken or impact on conservation of energy:

The Company is taking all the efforts to save electricity and other resources to conserve energy and utilise the same optimally.

Strict adherence is cultivated in all the members in the Company to save electricity and other resources.

The Company through the Purchase Power Agreement, using the capacity of 1.2 MW electricity generated through the solar, installed close to the end of the Fiscal Year, as a result of it, total 4.85 Lakh unit of electricity was saved out with that. Further, additional 100 TR Brine Chiller for the new utility, additional 75HP Cooling Tower and DP 60 air compressor were installed.

The Company has installed Variable Frequency Devices (VFDs) along with Distributed Control System (DCS), dedicated automated dedicated energy meters in various high-power consuming equipment to optimize the usage.

â¢ The steps taken by the company for utilizing alternate sources of energy:

The Company has entered into a Purchase Power Agreement to avail the benefit in the form of rebate from the electricity consumed for the manufacturing facility. The service provider will produce the electricity through solar power plant installed and that will lead to redemption in the electricity bills.

â¢ The capital investment on energy conservation equipment (Solar Power):

The Company has, for the Solar Captive Power Agreement, invested ?220 MM, up to March 31, 2022. The total project cost is approximately ?650 MM, which will be completed in the next Fiscal Year 2023.

b. Technology Absorption

â¢ The efforts made towards technology absorption:

The Company has developed its own technologies for the development of various products and services, which it is selling / imparting to its various customers, all over the world.

The Company has installed in-house Solvent Recovery Plant (''SRP'') for recovering the materials from mixed solvents generated and the recovered materials are again usable for the manufacturing process. That has led to eliminate dependency of the outside job-work for recovery from solvents as a cost-effective measure through reduction in job work charges, which were exorbitant till the last Fiscal Year.

c. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned and the Foreign Exchange outgo during the Fiscal Year 2022:

Earning: T2,568.17 MM Outgo: ?1,059.97 MM

Annual Return

The web-link of Annual Return as in Form No. MGT-7 is https://aether.co.in/investor-relations/, for your kind perusal and information.

Risk Management

A formal, enterprise wide approach to Risk Management is being adopted by the Company and key risks are being managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and to make use of these in the decision making. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time have been embedded into the Company''s business systems and processes, such that Company''s response to risk remain current and dynamic as per conditions.

The Company has also formed a Risk Management Committee, details of which are mentioned in the Corporate Governance Report as Annexure-F.

Vigil Mechanism

The Company has established a Vigil Mechanism cum Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Policy.

Once again in this Fiscal Year under review as well, no such instances have been reported under unethical and prohibited context. Vigil Mechanism cum Whistle Blower Policy is placed on the website of the Company, accessible at: https:// aether.co.in/wp-content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

Regulatory action

During the reporting period, an Order dated February 3, 2022, was passed by the Ministry of Corporate Affairs, for the application filed by the Company for condonation of delay in filing of the Special Resolution dated January 12, 2016 for issue of Preference Shares in accordance with Section 42 and 55 of the Companies Act, 2013. No monetary penalty or punishment was levied therein. Apart from it, no such significant and material orders were passed by any Regulators, Courts or Tribunals that could impact the going concern status and operations of the Company in future.

Statutory Auditors and their Report

Statutory Auditors for the Fiscal Year 2021-22 were M/s. Birju S. Shah & Associates, Chartered Accountants, Surat, who were appointed in the 9th Annual General Meeting held on September 18, 2021 for four years, till the conclusion of the Annual General Meeting for the Fiscal Year 2025.

Alike the previous Fiscal Year, no such observations (including any qualification, reservation, adverse remark or

disclaimer) are stated by the Auditors in their Audit Report that may call for any explanation from the Directors. Further, notes to accounts referred to in the Auditor''s Report are self-explanatory in nature.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, M/s. Dhiren R. Dave & Company, Company Secretary in practise was appointed as the Secretarial Auditor of the Company for the Fiscal Year 2022. They undertook the Secretarial Audit activity with utmost depth and integrity. All the conducts of the Company were found in line with the stipulated norms and the compliance system was found in-line with the laws and no instance of any material misconduct found in the audit.

The Secretarial Audit Report for the Fiscal Year ended March 31, 2022 is annexed herewith as Annexure-C. The Report does not contain any qualification, reservations, adverse remarks or disclaimer.

Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is maintained by the Company and accordingly such accounts and records are made and maintained. For the Fiscal Year under review, M/s. Ashvin Ambaliya & Associates, Cost Accountants undertook the Cost Audit of the Company and they have been re-appointed by the Board on recommendation of the Audit Committee for the Fiscal Year 2023 and their remuneration is included in the Notice of the forthcoming Annual General Meeting of the Company, seeking ratification by the Members.

The Cost Auditor has confirmed that their appointment is within the purview of Section 143 of the Companies Act, 2013 and they confirm that they are free from any disqualification.

Internal Audit

The Board appointed Ms. Ishita H. Rathod, Cost Accountant as the Internal Auditor of the Company as per Section 138 of the Companies Act, 2013 to conduct the Internal Audit of the Company, for Fiscal Year under review.

Employee Stock Option Scheme

Pursuant to the Resolutions of the Board of Directors dated November 18, 2021 and Shareholders'' Resolution dated November 18, 2021, Company has instituted Aether Industries Limited Employees Stock Option Plan Scheme 2021 (hereinafter "ESOS Scheme 2021"). The ESOS Scheme 2021 is in-compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. However, the same is placed before the Members of the Company for their ratification as per the mentioned norms.

The Company has introduced the Aether Industries Limited Employees Stock Option Scheme 2021 (AIL ESOS 2021) primarily with a view to attract, retain, incentivise and motivate the existing employees of the Company. The AIL ESOS 2021 contemplates grant of options to the eligible employees, as may be determined in due compliance of SEBI SBEB Regulations and provisions of the AIL ESOS 2021. After vesting of options, the Eligible Employees earn a right (but not an obligation) to exercise the vested options within the exercise period and obtain equity shares of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon.

The Nomination and Remuneration Committee (Committee) of the Company shall administer AIL ESOS 2021. All questions of interpretation of the AIL ESOS 2021 shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in AIL ESOS 2021. Details of it are mentioned in the Annexure-D.

Reporting of frauds by Auditors

There is no qualification, reservation or any adverse remarks made by M/s. Birju S. Shah & Associates, Statutory Auditors in their Audit Report, M/s. Dhiren R. Dave & Company, Secretarial Auditors in their Secretarial Audit Report, M/s. Ashvin Ambaliya & Associates, Cost Auditors in their Cost Audit Report and Ms. Ishita H. Rathod, Internal Auditor in her Internal Audit Report.

Apart from it, no such instance of fraud committed to Company by its employees or officers, have been reported to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Remuneration detail of employees

Pursuant to the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014, statement regarding top ten employees in terms of remuneration drawn and other details of the employees as prescribed has to be provided in the Board Report. Currently, there are no employee who draw the remuneration above the limit prescribed therein hence, no details are provided therefor. Other details regarding the same is attached as Annexure-E.

Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The same is mentioned in the Corporate Governance Report.

Secretarial Standards

The Company has duly complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board and the General Meetings of the Company (SS-1 and SS-2) from time to time.

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers and other employees. Objective appraisal systems based on Key Result Areas (KRAs) are in place for various employees and the system is always being implemented towards unbiased appraisal system.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization''s growth.

The Company has aligned and collaborated R&D activities with many institutions and Universities of India. Company has associated with National Chemical Laboratory (NCL, Pune), Institute of Chemical Technology (ICT, erstwhile UDCT, Mumbai), Uka Tarsadia University (UTU, Bardoli) and Sardar Vallabhbhai National Institute of Technology (SVNIT, Surat).

The Company has its owned sponsored PhD programs which are ongoing for getting PhD research and degree done for its R&D team with above named Institutes.

Environment, Health and Safety Protection

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements concerned to occupational Health, Safety and Environment matters The Company has due system for environmental issues, health and safety issues concerned with the employees and the same is reviewed at regular intervals.

The Company started the sustainability reporting for ESG and as on March 31, 2022 the same was under preparation.

The final report would be available in Fiscal Year 2023 and put up on the website of the Company.

Appreciation and Acknowledgement

The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Regulatory Authorities, Government and every Stakeholders for their continuous support.

For and behalf of Board of Directors Ashwin Desai - Managing Director DIN: 00038386

Rohan Desai - Whole Time Director DIN: 00038379

Place: Surat | Date: July 25, 2022

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