Directors Report of Artificial Electronics Intelligent Material Ltd.

Mar 31, 2025

Your Directors present the 33^rd Annual Report on the Business and Operations of the Company along with the
Audited Statement of Accounts for the Financial Year ended on 31^st March 2025.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is given below:

Particulars	2024-25 (Rs. in Lakhs)	2023-24 (Rs. in Lakhs)
Revenue from Operations	2609.61	243.00
Other Income	72.68	1.62
Total Income	2682.29	244.62
Total Expenses	2311.29	219.06
Profit Before Exceptional and Extra Ordinary Items and Tax	370.99	23.95
Exceptional Items	0.00	0.00
Extra Ordinary Items	0.00	0.00
Profit Before Tax	370.99	23.95
Tax Expense:
Current Tax	88.00	6.29
Deferred Tax	(0.01)	0.35
Profit for the period	283.01	17.31
Earnings per share (EPS)
Basic	3.43	1.53
Diluted	3.43	1.53

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 2682.29 Lakhs compared to the total revenue of Rs. 244.62
Lakhs of Previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25
of Rs. 370.99 Lakhs as compared to profit before tax of Rs. 23.95 Lakhs of previous Financial Year. Net Profit
for the Financial Year 2024-25 is Rs. 283.01 Lakhs as against Net profit of Rs. 17.31 Lakhs of previous
Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period. During the first quarter of the year Company business activities
was software development, later on after its object was changed Company has done job work in Sapphire
Ingots and Wafers, Silicon Carbide Ingots and wafers and Silicon Ingot and Wafers. The Company has
identified certain land in Tamil Nadu, where it will start manufacturing operations for semiconductors parts.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, Company has changed its business activities from software development
to doing job work for semiconductor parts.

4. SHARE CAPITAL:

Authorised Share Capital:

The Company has increased it Authorised capital from ? 15,00,00,000 (Rupees Fifteen Crore only) divided
into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ? 10/- each to ? 100,00,00,000 (Rupees One
Hundred Crores only) divided into 10,00,00,000 (Ten Crores Only) equity shares of face value of ? 10/-
(Rupees Ten Only) each of the Company and consequent alteration of Memorandum of Association of the
Company which was approved in 32^nd Annual General Meeting held on September 20, 2024.

Paid up Share Capital:

During the year under review, there has been change in the paid-up Share Capital of the Company. The
Company has allotted 1,58,34,000 number of equity shares on preferential basis to promoters/ promotersâ
group and Strategic Investors not forming part of the Promoter Group on preferential basis.

The Companyâs paid-up equity share capital as on March 31, 2025 was Rs. 1696.58 lakhs.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend
any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During
the year under review, there was no unpaid or unclaimed dividend in the âUnpaid Dividend Accountâ lying
for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to Profit and Loss
account of the Company under Reserves and Surplus (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Companyâs
website www.aeim.sg.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT:

There has been no material change and commitment affecting the financial performance of the Company which
occurred between the end of the Financial Year of the Company to which the financial statements relate and
the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact
the going concern status of the Company and its future operation.

11. BOARD MEETINGS AND ATTENDANCE:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Companyâs policies and strategies apart from the Board
Matters.

During the year under the review, the Board of Directors met 10 (Ten) times viz., 19^th April, 2024, 27^th May,
2024, 06^th July, 2024, 13^th August, 2024, 21^st August, 2024, 19^th October, 2024, 13^th November, 2024, 03^rdJanuary, 2025, 12^th February, 2025 and 10^th March 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, to the best
of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same,

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 as at 31^st March, 2025 and Profit and Loss of the Company for the financial
year ended on 31^st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 2013 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,

e. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company
does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. STATUTORY AUDITOR AND AUDITORSâ REPORT:

The Members of the Company at the 30^th AGM held on April 17, 2023, approved the appointment of M/s. D.
G. M. S. & Co, Chartered Accountants (FRN: 112187W) as the Statutory Auditors of the Company for a period
of 5 years commencing from the conclusion of the 30^th AGM, until the conclusion of the 35^th AGM of the
Company to be held in 2027.

The report issued by Statutory Auditors for financial year 2024-25 does not contain any qualifications or
adverse remarks. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the
Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at armâs length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing
Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (âmaterial RPTsâ) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.aeim.sg

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related parties.
Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted
omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen,
not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are
reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock
Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details
of contracts/arrangements entered with related parties in prescribed Form AOC-2, is annexed herewith as
Annexure I to this Report.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the
organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During
the financial year, such controls were tested and no reportable material weaknesses in the design or operations
were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial
Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of
the Independent Auditorâs report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in the
business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control
self-assessment, continuous monitoring by functional experts. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

Sr. No.	Particulars	(Rs. in Thousands)
1.	Balance at the beginning of the year	-8,785.20
2.	Current Yearâs Profit	28,300.92
3.	Amount of Securities Premium and other Reserves	1,26,674.00
	Total	1,46,187.72

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are provided in Annexure II and form part of this report.

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by
The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of
Directors on various parameters including:

â¢ Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

â¢ Structure, composition, and role clarity of the Board and Committees;

â¢ Extent of co-ordination and cohesiveness between the Board and its Committees;

â¢ Effectiveness of the deliberations and process management.

â¢ Board / Committee culture and dynamics; and

â¢ Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of
NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These
meetings were intended to obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors
and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the
Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination
and Remuneration Committee, the performance of the Board, its committees, and individual directors was
discussed.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards of the Company, the
resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the Management,
and the openness of the Management in sharing strategic information to enable Board Members to discharge
their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through a
structured evaluation process covering various aspects of the Board functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties & obligations, contribution
at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

* Knowledge

* Professional Conduct

* Comply Secretarial Standard issued by ICSI Duties

* Role and functions

b) For Executive Directors:

* Performance as leader

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Key set investment goal

* Professional conduct and integrity

* Sharing of information with Board

* Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees
to report concerns about unethical Behaviour, actual or suspected fraud or violation of Companyâs Code of
Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY

The Company has framed âBusiness Conduct Policyâ. Every employee is required to review and sign the
policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of
the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides
for anti-bribery and avoidance of other corruption practices by the employees of the Company.

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures
as required are provided in AS-18 which is forming the part of the notes to financial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No	Name	Designation	DIN/PAN
1	Mr. Eswara Rao Nandam	Non-Executive Director	02220039
2	Ms. Uma Nandam	Whole-time Director	02220048
3	Mr. Vishaal Nandam	Non-Executive Director	07318680
4	Mr. Karuppannan Tamilselvan	Non-Executive Director	09542029
5	Mr. Achal Kapoor	Independent Director	09150394
6	Ms. Preeti	Independent Director	09662113
7	Mr. Alan M Wagner (Appointed on 10/03/2025)	Additional Non-Executive Independent Director	10946669
8	Mrs. Uma Nandam (Cessation on 03/01/2025)	Chief Financial Officer	AFZPN3897G
9	Mr. Muthusamy Palanisamy (Appointed on 03/01/2025)	Chief Financial Officer	AJLPP1897Q
10	Ms. Pratibha Dhanuka	Company Secretary	AIXPB8241M

Apart from the above changes, there were no other changes in the composition of the Board of Directors of
the Company during the Financial Year 2024-25.

The following change took place from the end of the financial year till the date of this report in the Key
managerial Personnel (KMP) of the Company:

Sr. No	Name	Designation	DIN/PAN
1	Mr. Alan M Wagner (Cessation on 26/05/2025)	Additional Non-Executive Independent Director	10946669
2	Mr. Alan M Wagner (Appointed on 12/06/2025)	Additional Non-Executive Independent Director	10946669
3	Mr. S Balasubramanian (Appointed on 12/06/2025)	Additional Non-Executive Independent Director	11097149

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Achal Kapoor, Ms. Preeti, Mr. Alan M Wagner and Mr. S Balasubramanian Independent Directors of the
Company have confirmed to the Board that they meet the criteria of Independence as specified under Section
149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed
that they meet the requirements of Independent Director as mentioned under Regulation 16 (1)(b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the
Board.

28. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate Governance Report and the Auditorsâ Certificate regarding
Compliance to Corporate Governance requirements forms part of this Annual Report as Annexure - III.

29. DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits
during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest
during the financial year.

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the
evaluation of its own performance, performance of Individual Directors, Board Committees, including the
Chairman of the Board on the basis of attendance, contribution towards development of the Business and
various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The
evaluation of the working of the Board, its committees, experience and expertise, performance of specific
duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation
process and outcome.

In a separate meeting of Independent Directors i.e. held on Wednesday, 12^th February 2025 the performances
of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth
and development of the Company. The achievements of the targeted goals and the achievements of the
Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors
of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and
provides the Companyâs current working and future outlook as per Annexure IV to this Report.

32. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Jitendra Parmar
& Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2023GJ903900) as a Secretarial Auditor
of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure V in Form MR-
3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 / 172
dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large
Corporate for FY 2023-24.

Reply:-

We confirm that for the financial year 2023-24, the Company does not fall under the definition of a
âLarge Corporateâ as prescribed in the aforementioned SEBI circular. As such, the requirement to file
the annual disclosure in the prescribed format is not applicable to the Company.

33. DISCLOSURES:

a) Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, were
held on May 27, 2024, July 6, 2024, August 13, 2024, August 21, 2024, October 19, 2024, November
13, 2024, January 03, 2025 and February 12, 2025 the attendance records of the members of the
Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
ACHAL KAPOOR	Chairperson	8	8
KARUPPANNAN TAMILSELVAN	Member	8	8
PREETI GARG	Member	8	8

â¢ Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 12^th June, 2025. Hence, Committee Composition as on date
of report is stated as below:

Name	Status
S BALASUBRAMANIAN	Chairperson
UMA NANDAM	Member
ALAN M WAGNER	Member

b) Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, were held on January 03, 2025 and March 10, 2025 the attendance
records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of Committee Meetings attended
PREETI GARG	Chairperson	2	2
ACHAL KAPOOR	Member	2	2
KARUPPANNAN TAMILSELVAN	Member	2	2

â¢ Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 12^th June, 2025. Hence, Committee
Composition as on date of report is stated as below:

Name	Status
S BALASUBRAMANIAN	Chairperson
KARUPPANNAN TAMILSELVAN	Member
ALAN M WAGNER	Member

c) Composition of Stakeholdersâ Relationship Committee:

During the year under review, meetings of members of Stakeholdersâ Relationship committee as
tabulated below, were held on October 19, 2024 and the attendance records of the members of the
Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of Committee Meetings attended
PREETI GARG	Chairperson	1	1
ACHAL KAPOOR	Member	1	1
KARUPPANNAN TAMILSELVAN	Member	1	1

â¢ Composition of Stakeholdersâ Relationship Committee as on Date of Report:

Stakeholdersâ Relationship Committee was reconstituted on 12^th June, 2025. Hence, Committee
Composition as on date of report is stated as below:

Name	Status
S BALASUBRAMANIAN	Chairperson
KARUPPANNAN TAMILSELVAN	Member
ALAN M WAGNER	Member

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees.
Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the
Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the
year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

35. INDUSTRIAL RELATIONS:

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

36. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance
of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e., National Securities Depository Limited (âNSDLâ) and
Central Depository Services (India) Limited (âCDSLâ) and the Demat activation number allotted to the
Company is ISIN: INE072B01027. Presently shares are held in electronic and physical mode.

38. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year.

39. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a
periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed
to create a high-performance culture. It enables the Company to attract, retain and motivate employees to
achieve results. The Company has made adequate disclosures to the members on the remuneration paid to
Directors from time to time. The Companyâs Policy on directorâs appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at www.aeim.sg/policies.

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The 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 is not
applicable to the Company.

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and
other business associates who have extended their valuable sustained support and encouragement during the
year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the
commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for
the continued support of every stakeholder in the future.

By the Order of the Board
Artificial Electronics Intelligent Material Limited

(Formerly known as Datasoft Application Software (India) Limited)

Registered Office:

No - 42, Commercial Complex, Sd/- Sd/-

Hiranandani Parks, Senthamangalam Village, Uma Nandam Eswara Rao Nandam

Greater Chennai, Vadakkupattu, Kanchipuram, Whole Time Director Director

Chengalpattu, Tamil Nadu - 603 204 DIN: 02220048 DIN:02220039

Place: Kanchipuram, Tamil Nadu
Date: June 12, 2025

Mar 31, 2024

Your Directors present the 32^nd Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2023 is given below:

Particulars	2023-24	2022-23
Revenue from Operations	243.00	0
Other Income	1.62	0.06
Total Income	244.62	0.06
Total Expenses	219.06	52.18
Profit Before Exceptional and Extra Ordinary Items and Tax	23.95	(52.12)
Exceptional Items	0.00	0
Extra Ordinary Items	0.00	0
Profit Before Tax	23.95	(52.12)
Tax Expense:
Current Tax	6.29	0
Deferred Tax	0.35	0
Profit for the period	17.31	(52.12)
Earnings per share (EPS)
Basic	1.53	(4.61)
Diluted	1.53	(4.61)

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 244.62 Lakhs compared to the total revenue of Rs. 0.06 Lakhs of Previous Financial Year. The Company has incurred Loss before tax for the Financial Year 202324 of Rs. 23.95 Lakhs as compared to Loss before tax of Rs. (52.12) Lakhs of previous Financial Year. Net Profit for the Financial Year 2023-24 is Rs. 17.31 Lakhs as against Net Loss of Rs. (52.12) Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24, there was no change in nature of Business of the Company.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2024 is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 1,13,18,400/- comprising of 11,31,840 Equity shares of Rs. 10/-.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPFâ). During the year under review, there was no unpaid or unclaimed dividend in the âUnpaid Dividend Accountâ lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The loss of the Company for the Financial Year ending on 31^st March, 2024 is transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companyâs website www.software13.in

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

â¢ Change in Registered Office of the Company:

Board of Directors has approved Change in registered office of the Company in their Board Meeting held on 7^th December, 2024 from Plot No. OZ-13, Sipcot Hi-Tech SEZ, Oragadam, Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial Complex, Hiranandani Parks, Senthamangalam Village, Greater Chennai, Vadakkupattu, Kanchipuram, Chengalpattu, Tamil Nadu, India - 603 204, w.e.f. 1^st January, 2024.

â¢ Change in Corporate Office of the Company where Books of Accounts of the Company are Kept & Maintained:

Board of Directors has approved Change in Corporate Office of the Company where books of accounts of the Company are kept and maintained in their Board Meeting held on 7^th December, 2024 from Plot No. OZ-13, Sipcot Hi-Tech SEZ, Oragadam, Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial Complex, Hiranandani Parks, Senthamangalam Village, Greater Chennai, Vadakkupattu, Kanchipuram, Chengalpattu, Tamil Nadu, India - 603 204, w.e.f. 1^stJanuary, 2024.

10. CHANGE IN THE NAME OF THE COMPANY:

The Name of the Company is changed from Datasoft Application Software (India) Limited to Artificial Electronic Intelligent Material Limited in the Extra-Ordinary General Meeting ("EGMâ) held on 11^th May, 2024.

BSE had approved Name Change of the Company to Artificial Electronic Intelligent Material Limited w.e.f. 12 th July, 2024.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

12. BOARD MEETINGS AND ATTENDANCE:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz., 26^th May, 2023, 29^thMay, 2023, 14^th August, 2023, 6^th September, 2023, 10^th November, 2023, 11^th November, 2023, 7^thDecember, 2023, 14^th February, 2024 and 23^rd March, 2024.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there are no material departure from the same,

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 as at 31^st March, 2024 and Profit and Loss of the Company for the financial year ended on 31^st March, 2024.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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,

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. COMMENT ON AUDITORS'' REPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT,2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an armâs length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditorâs report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	(Rs. in Thousands)
1.	Balance at the beginning of the year	(10,516)
2.	Current Yearâs Profit	1,731
3.	Amount of Securities Premium and other Reserves	2
Total		(8785)

20. FOREIGN EXCHANGE EARNINGS AND OUTGO:

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

22. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

23. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

â¢ Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

â¢ Structure, composition, and role clarity of the Board and Committees;

â¢ Extent of co-ordination and cohesiveness between the Board and its Committees;

â¢ Effectiveness of the deliberations and process management;

â¢ Board / Committee culture and dynamics; and

â¢ Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Membersâ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

â¢ Knowledge

â¢ Professional Conduct

â¢ Comply Secretarial Standard issued by ICSI Duties

â¢ Role and functions

b) For Executive Directors:

â¢ Performance as leader

â¢ Evaluating Business Opportunity and analysis of Risk Reward Scenarios

â¢ Key set investment goal

â¢ Professional conduct and integrity

â¢ Sharing of information with Board.

â¢ Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY

The Company has framed âBusiness Conduct Policyâ. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

25. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Eswara Rao Nandam³⁶⁷	Non-Executive Director	02220039
2.	Ms. Uma Nandam⁴	Whole-time Director	02220048
3.	Mr. Vishaal Nandam⁶⁷	Non-Executive Director	07318680
4.	Mr. Karuppannan tamilselvan²⁵	Non-Executive Director	09542029
5.	Mr. Achal Kapoor²⁵	Independent Director	09150394
6.	Ms. Preeti Garg²⁵	Independent Director	09662113
7.	Ms. Uma Nandam	Chief Financial Officer	AFZPN3897G
8.	Ms. Pratibha Dhanuka	Company Secretary	AIXPB8241M
9.	Mr. Hidenobu Hitotsumatsu¹	Independent Director	08320813
10.	Ms. Rapala Virtanen Tarja Hannele³	Independent Director	09528399

1. Mr. Hidenobu Hitotsumatsu has resigned from the post of Independent Director of the Company w.e.f. 25th May, 2023.

2. Mr. Achal Kapoor has been appointed as Additional Independent Director, Ms. Preeti Garg has appointed as Additional Independent Director and Mr. Karuppannan Tamilselvan as Additional Non-Executive Director of the Company w.e.f. 29th May, 2023.

3. Mr. Eswara Rao Nandam has resigned from the post of Managing Director of the Company and Ms. Rapala Virtanen Tarja Hannele has resigned from the post of Independent Director of the Company w.e.f. 31st May, 2023.

4. Change in designation of Ms. Uma Nandam as Whole-time Director of the Company w.e.f. 29th September, 2023.

5. Regularization of Mr. Karuppannan Tamilselvan as Non-Executive Director, Mr. Anchal Kapoor as Independent Director and Ms. Preeti as Independent Director of the Company w.e.f. 29th September, 2024.

6. Mr. Eswara Rao Nandam has been appointed as Additional Non-Executive Director and Mr. Vishaal Nandam has been appointed as Additional Non-Executive Director of the Company w.e.f. 23rd March, 2024.

7. Regularaization of Mr. Eswara Rao Nandam as Non-Executive Director and Mr, Vishaal Nandam as Non-Executive Director of the Company w.e.f. 11th MAY, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Boardâs Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Anchal Kapoor and Ms. Preeti, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

29. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boardâs Report.

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

31. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on 31^st March, 2024 the performances of Executive and Non- Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

32. STATUTORY AUDITOR:

M/s. D. G. M. S. & Co., Chartered Accountants, (FRN: 112187W), Jamnagar, were appointed as the Statutory Auditors of the Company. The Auditorâs report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditors.

33. SECRETARIAL AUDITOR:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Darshan Kinkhabwala, Proprietor of M/s. Kinkhabwala & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure II in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companyâs current working and future outlook as per Annexure I to this Report.

35. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, were held on 29^th May, 2023, 14^th August, 2023, 11^th November, 2023, and 14^th February, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Hidenobu Hitotsumatsu¹	Chairman	0	0
Ms. Rapala Virtanen Tarja Hannele²	Member	1	1
Mr. Eswara Rao Nandam²	Member	1	1
Mr. Achal Kapoor³	Chairman	1	1
Ms. Preeti Garg⁴	Member	1	1
Mr. Karuppannan Tamilselvan⁴	Member	1	1

1 Mr. Hidenobu Hitotsumatsu has resigned from the post of chairman of the Audit Committee w.e.f. 25th May, 2023.

2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had resigned as members of the Audit Committee w.e.f. 31st May, 2023.

3 Mr. Achal Kapoor has been appointed as chairman of the Audit Committee w.e.f. 29th May, 2023.

4 Mr. Karuppannan Tamilselvan and Ms. Preeti Garg were appointed as members of the Audit Committee w.e.f. 29th May, 2023.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, were held on 29^th May, 2023, 6^th September, 2023 and 23^rd March, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Mr. Hidenobu Hitotsumatsu¹	Chairman	1	1
Ms. Rapala Virtanen Tarja Hannele²	Member	1	1
Ms. Preeti Garg³	Chairman	3	3
Mr. Achal Kapoor⁴	Member	3	3
Mr. Karuppannan Tamilselvan⁴	Member	3	3

1Mr. Hidenobu Hitotsumatsu and Ms. Rapala Virtanen Tarja Hannele had resigned as chairman and member in the Nomination and Remuneration Committee w.e.f. 25th May, 2023 and 31st May, 2023 respectively.

2 Ms. Preeti Garg was appointed as chairman of the Nomination and Remuneration Committee w.e.f. 29th May, 2023.

3 Mr. Achal Kapoor and Mr. Karuppannan Tamilselvan had been appointed as members of the Nomination and Remuneration Committee w.e.f. 29th May, 2023.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholdersâ Relationship committee as tabulated below, were held on 6^th September, 2023 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Mr. Hidenobu Hitotsumatsu¹	Chairman	0	0
Ms. Rapala Virtanen Tarja Hannele²	Member	0	0
Mr. Eswara Rao Nandam²	Member	0	0
Ms. Preeti Garg³	Chairman	1	1
Mr. Achal Kapoor⁴	Member	1	1
Mr. Karuppannan Tamilselvan⁴	Member	1	1

1 Mr. Hidenobu Hitotsumatsu has resigned as chairman in the Stakeholdersâ Relationship Committee w.e.f. 25th May, 2023.

2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had resigned as members of the Stakeholdersâ Relationship Committee w.e.f. 31st May, 2023.

3 Ms. Preeti Garg was been appointed as chairman of the Stakeholdersâ Relationship Committee w.e.f. 29th May, 2023.

4 Mr. Achal Kapoor and Mr. Karuppannan Tamilselvan were appointed as members of the Stakeholdersâ Relationship Committee w.e.f. 29th May, 2023.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

37. INDUSTRIAL RELATIONS:

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

38. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

39. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDLâ) and Central Depository Services (India) Limited ("CDSLâ) and the Demat activation number allotted to the Company is ISIN: INE072B01027. Presently shares are held in electronic and physical mode.

40. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

41. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at

42. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The 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 is not applicable to the Company.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board

No - 42, Commercial Complex, Artificial Electronics Intelligent Material Limited

Hiranandani Parks, Senthamangalam (Formerly known as Datasoft Application Software (India)

Village, Greater Chennai, Vadakkupattu, Limited)

Kanchipuram, Chengalpattu, Tamil Nadu -603 204

Sd/- Sd/-

Uma Nandam Eswara Rao Nandam Place: Kanchipuram, Tamil Nadu Whole-time Director Director

Date: 21st August, 2024 DIN: 02220048 DIN: 02220039

Mar 31, 2014

Dear members,

The directors present their Twenty Second Annual Report, together with Audited Accounts for the year ended on 31st March, 2014. Pursuant to the clarification issued by the Ministry of Corporate Affairs (MCA) vide its General Circular No. 08/2014 dated 4th April, 2014 statement of accounts, auditors''s report, Board''s Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 1956 as the provisions of the Companies Act, 2013 has been made applicable for the financial year commencing on or after 1-4-2014.

1. FINANCIAL RESULTS

(Rs. In Lakhs) 2013-2014 2012-2013

Sales and Other Income 7.77 7.44

Profit/(Loss) before depreciation 5.69 5.22

Divisible Profit/(Loss) 5.69 5.22

Retained Profit/(Loss) 5.69 5.22

Dividend - -

Accumulated loss (560.12) (565.81)

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2014.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. The surplus funds available with the company are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which can easily be met out of the funds available with the company. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company''s net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on ''going concern'' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for strategic partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds temporarily invested in loans / deposits. Hence no disclosure under Accounting Standard - 17, "Segment Reporting" is required in these financial statements. There is no reportable geographical segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. AUDITORS'' OBSERVATIONS :

Clarifications on the auditors'' observation is as under:

Considering the fact that the Company''s net worth is positive and that the Company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on ''Going Concern'' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared "on going concern basis" and consequently no adjustments are required in the accounts.

9. PERSONNEL

In view of absence of any business there are no employees. Your company will recruit new employees as soon as it recommences the business.

10. DIRECTORS

As per the provisions of Section 152(6) of the Companies Act, 2013, 2/3rd of Non-Independent Directors will be liable to retire by rotation and out of which 1/3rd will retire by rotation this year. Accordingly, Mr. C. M. Buch retires by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013 offers himself for reappointment. He is a Chartered Accountant.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. Since all the Independent Directors are current Directors and only their terms are being extended and hence the provisions of Section 160 of the Companies Act, 2013 are not applicable.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Details of the proposal for extending the duration of the office of the independent directors namely Mr. Mahesh Kurlawala, Mr. Ravindra Malgaonkar, Mr. Ajay Nagpal and Mr. Shailesh Bendugade are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 22nd Annual General Meeting.

11. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company''s equity shares are listed at Mumbai and Ahmedabad Stock Exchanges.

13. DEMATERIALISATION OF SHARES

Approximately 88.95% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who have preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

16. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum or more during the year under review.

17. AUDITORS

M/s Kanu Doshi Associates, Chartered Accountants, auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

The Directors recommend the appointment of Kanu Doshi Associates, Chartered Accountants, as auditors of the Company. A suitable resolution in this behalf forms part of the Agenda for the forthcoming Annual General Meeting of the Company.

18. GENERAL DISCLOSURES

Notes forming part of the Accounts are self-explanatory. Since the Company has not been carrying out any activities provisions relating to appointment of VAT Auditors, Cost Auditors and Internal Auditors do not apply. The Company has not resorted to any Buy Back of its shares during the year under review.

19. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

BY ORDER OF THE BOARD OF DIRECTORS For DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED

Place : MUMBAI Chandan M. Parmar Date : 29-05-2014 Managing Director and Chief Executive Officer

Mar 31, 2012

TO, THE MEMBERS OF DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED.

The directors present their Twentieth Annual Report, together with Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

2011-2012 2010-2011

Sales and Other Income 7.06 7.04

Profit/(Loss) before depreciation 4.07 1.50

Divisible Profit/(Loss) 4.07 1.50

Retained Profit/(Loss) 4.07 1.50

Dividend - -

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2012.

3 BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets; vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The

values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds invested in loans/deposits. Hence no disclosure under Accounting Standard -.17, "Segment Reporting" is required in these financial statements. There is no reportable Geographical Segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of this Annual Report.

8. AUDITORS' OBSERVATIONS :

Clarifications on the auditors observations is as under:

Considering the fact that the Company's net worth is positive and that Company has investibie surplus after meeting its liabilities fully, the annual accounts are prepared on 'Going Concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

9. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

10. DIRECTORS

Mr. Mahesh Kurlawala retires by rotation and being eligible offers himself for reappointment. Mr. Mahesh Kurlawala, is an accountant by profession. He has been consulting on VAT and Service Tax. He has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Ajay Nagpal retires by rotation and being eligible offers himself for reappointment. Mr. Ajay Nagpal is a Chartered Accountant. He has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Ravindra Malgaonkar retires by rotation and being eligible offers himself for reappointment. He is an able administrator. He has furnished a declaration in DQA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

11 DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company's equity shares are listed at Mumbai and Ahmedabad Stock Exchanges.

13 DEMATERIALISATION OF SHARES

Approximately 88.87% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs. 5,00,000/- per month or more or Rs. 60,00,000/- per annum or more during the year under review.

16. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for next year.

17. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the Board of Directors

H. J. Shah Chairman

Place : Mumbai Date : 14-08-2012

Mar 31, 2011

THE MEMBERS OF

DATASOFT APPLICATION SOFTWARE (INDIA) LIMITED.

The directors present their Nineteenth Annual Report, together with Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS

(Rs. In Lakhs) 2010-2011 2009-2010

Sales and Other Income 7.04 7.19

Profit/(Loss) before depreciation 1.50 4.74

Divisible Profit/(Loss) 1.50 4.74

Retained Profit/(Loss) 1.50 4.74

Dividend

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2011.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets; vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS' RESPONSIBILITY

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

6. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry Structure and Development

The domestic IT market for Small to Medium enterprises is growing rapidly. The growth rate for the software industry is expected to be around 20% per annum.

b) Outlook, Opportunities and Threats

Your company has temporarily suspended its software related activities and the company is looking for partner, who can bring in required resources to recommence its activities. Your directors are considering various options to recommence the business.

c) Segment wise Performance

The only source of income for Company is interest earned on idle funds invested in loans / deposits. Hence no disclosure under According Standard - 17, "Segment Reporting" is required in these financial statements. There is no reportable Geographical Segment.

d) Internal Control System and their adequacy

The company has adequate internal control procedures commensurate with its size and nature of business.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. AUDITORS' OBSERVATIONS :

Clarifications on the auditors observations is as under:

Considering the fact that the company's net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on 'going concern' basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

9. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

10. DIRECTORS

Mr. H. J. Shah retires by rotation and being eligible offers himself for reappointment. Mr. H. J. Shah, 71 has been on the board of directors of this company since its incorporation. He is an Industrialist. Mr. H. J. Shah has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. C. M. Buch retires by rotation and being eligible offers himself for reappointment. Mr. Buch, 53 has beenon the board of directors of this company since its incorporation. He is a Chartered Accountant. Mr. Buch has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Mr. Shailesh Bendugade retires by rotation and being eligible offers himself for reappointment. Mr. Shailesh Bendugade, 25 has been on the board of directors of this company since 27"'April 2010. He is an accountant by profession. Mr. Shailesh Bendugade has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

11. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

12. LISTING REQUIREMENTS

Your company's equity shares are listed at Mumbai and Ahmedabad Stock Exchanges. The trading in the shares of the company has been resumed from 24,h December 2010.

13. DEMATERIALISATION OF SHARES

Approximately 88.77% of the shares issued by the company have been dematerialized.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

15. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs 2,00,000/- per month or more or Rs 24,00,000/- per annum or more during the year under review.

16. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for next year.

17. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the Board of Directors

H. J. Shah Chairman Place Mumbai Date 18-07-2011

Mar 31, 2010

The directors present their Eighteenth Annual Report, together with Audited Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

2009-2010 2008-2009

Sales and Other Income 7.19 3.08

Profit/(Loss) before Depreciation 4.74 0.74

Divisible ProTit/(Loss) 4.74 0,74

Retained Profit/(Loss) 4.74 0.74

Dividend - -

2. DIVIDEND

Due to accumulated losses Directors regret to recommend any dividend for the year ended on 31st March 2010.

3. BUSINESS REVIEW AND FUTURE PROSPECTS

Principal business of the company remains temporarily suspended due to unavailability of sufficient resources. Company shall restart its business upon generating required resources for effective working. In order to open up choice of business, your company has liquidated its assets,vide authority granted by the shareholders by postal ballot, results of which were declared on 20-1-2005. The funds generated there from are currently invested in interest fetching loans/deposits. Company has a positive net worth. Company has meager liability, which will be met out of the liquidity generated. Your directors are trying to tie up with strategic investor but have not met with success so far and hence it is difficult to predict any time frame for such success.

4. DIRECTORS RESPONSIBILITY

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from it.

b) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of financial year and of profit and loss of the Company for that year.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that considering the fact that the companys net worth is positive and that company has investible surplus after meeting its liabilities fully, the annual accounts are prepared on going concern basis. The values of the assets and liabilities as stated in the Balance Sheet shall remain unchanged even if the accounts are not prepared on going concern basis and consequently no adjustments are required in the accounts.

5. CORPORATE GOVERNANCE

A report of the auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the Listing Agreement with stock exchange is attached herewith. Management Discussion and Analysis Report is appearing below in this Report and not by way of separate annexure.

7. ADDITIONAL DISCLOSURES

In accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, your company has made additional disclosures in respect of related party transactions and earnings per share. These statements have been audited by the Statutory Auditors and are part of the Annual Report.

8. PERSONNEL

All the employees of the Company had resigned in the earlier year/s. Your company will recruit new employees after restructuring the business.

9. DIRECTORS

Mr. Rajesh Bhuta resigned as M D& CEO of the Company from December 29, 2009. He continues as Director on Board of the Company. The Board of Directors put on record appreciation for the services rendered by him.

Mr. Chandan M. Parmar has accepted additional responsibilities of a Managing Director and CEO of the Company subject to the approval by the member he will be appointed as Managing Director and CEO with effect from 12th July 2010.

Mr. Rajesh M. Bhuta retires by rotation and being eligible offers himself for reappointment. Mr. Bhuta, 52 has been on the board of directors of this company since its incorporation and MD & CEO till 29th December 2009. He is a Chartered Accountant. Mr. Bhuta has furnished a declaration in DDA to the Company stating that he is not disqualified from being appointed as a Director of the Company.

Shri. Ajay Nagpal, Shri. Mahesh Kurlawala, Shri. Ravindra Malgaonkar and Shri. Shailesh Bandugade were appointed under section 260 as additional Directors to hold office till the conclusion of this Annual General Body Meeting. Company has received a notice for each of them from a member under Section 257 of the Companies Act 1956 proposing their candidature, for appointment as a Director of the Company, liable to retire by rotation.

10. DEPOSITS

The company has not accepted any Fixed Deposits from the public.

11. LISTING REQUIREMENTS

Your companys equity shares are listed at Mumbai and Ahmedabad Stock Exchanges. However as discussed elsewhere in this report the shares are suspended for trading.

12. DEMATERIALISATION OF SHARES

Approximately 88.55% of the shares issued by the company have been dematerialized.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

Since Company has temporarily suspended its business activities, the information as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable. Company has neither earned nor spent any foreign exchange during the year.

14. PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration of Rs 2,00,000/- per month or more or Rs 24,00,000/- per annum or more during the year under review.

15. AUDITORS

M/s Kanu Doshi Associates Statutory Auditors of the company will hold the office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as the Statutory Auditors of the Company for the next year.

16. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support received from shareholders and other stakeholders, banks and government departments.

For and on behalf of the

BOARD OF DIRECTORS

Place Mumbai

Date 12-07-2010 H. J. Shah

Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Artificial Electronics Intelligent Material Ltd.

Artificial Electronics Intelligent Material Ltd. Tools
Bulk Deals
Artificial Electronics Intelligent Material Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
BSE Price History
Artificial Electronics Intelligent Material Ltd. Key Financial Ratios
Ratios
Artificial Electronics Intelligent Material Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
Artificial Electronics Intelligent Material Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Artificial Electronics Intelligent Material Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Artificial Electronics Intelligent Material Ltd. Corporate Announcements
Book Closure
Board Meetings
Change of Name

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of Artificial Electronics Intelligent Material Ltd.

1. FINANCIAL RESULT:

2. OPERATIONS:

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

4. SHARE CAPITAL:

Authorised Share Capital:

Paid up Share Capital:

5. DIVIDEND:

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

7. TRANSFER TO OTHER EQUITY:

8. WEBLINK FOR ANNUAL REPORT:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

11. BOARD MEETINGS AND ATTENDANCE:

12. DIRECTORS RESPONSIBILITY STATEMENT:

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

14. STATUTORY AUDITOR AND AUDITORSâ REPORT:

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE ANDSECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO:

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY ANDJOINT VENTURES:

21. SECRETARIAL STANDARDS:

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESSPRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

B. BUSINESS CONDUCT POLICY

24. PARTICULARS OF EMPLOYEES:

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

27. DECLARATION BY INDEPENDENT DIRECTORS:

28. CORPORATE GOVERNANCE:

29. DEPOSITS:

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

32. SECRETARIAL AUDITOR:

Reply:-

33. DISCLOSURES:

a) Composition of Audit Committee:

â¢ Composition of Audit Committee as on Date of Report:

b) Composition of Nomination and Remuneration Committee:

â¢ Composition of Nomination and Remuneration Committee as on Date of Report:

c) Composition of Stakeholdersâ Relationship Committee:

â¢ Composition of Stakeholdersâ Relationship Committee as on Date of Report:

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

35. INDUSTRIAL RELATIONS:

36. MAINTENANCE OF COST RECORDS:

37. DEMATERIALISATION OF EQUITY SHARES:

38. INSOLVENCY AND BANKRUPTCY CODE:

39. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILINGLOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

41. ACKNOWLEDGEMENTS:

By the Order of the BoardArtificial Electronics Intelligent Material Limited

Registered Office:

1. FINANCIAL RESULT:

2. OPERATIONS:

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

4. SHARE CAPITAL:

5. DIVIDEND:

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

7. TRANSFER TO OTHER EQUITY:

8. WEBLINK FOR ANNUAL REPORT:

â¢ Change in Registered Office of the Company:

10. CHANGE IN THE NAME OF THE COMPANY:

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

12. BOARD MEETINGS AND ATTENDANCE:

13. DIRECTORS RESPONSIBILITY STATEMENT:

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

15. COMMENT ON AUDITORS'' REPORT:

16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT,2013:

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

19. RESERVES & SURPLUS:

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT VENTURES:

22. SECRETARIAL STANDARDS:

23. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY

B. BUSINESS CONDUCT POLICY

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

14. STATUTORY AUDITOR AND AUDITORSâ REPORT:

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND
JOINT VENTURES:

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

â¢ Composition of Audit Committee as on Date of Report:

â¢ Composition of Nomination and Remuneration Committee as on Date of Report:

c) Composition of Stakeholdersâ Relationship Committee:

â¢ Composition of Stakeholdersâ Relationship Committee as on Date of Report:

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

39. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

By the Order of the Board
Artificial Electronics Intelligent Material Limited

â¢ Change in Registered Office of the Company: