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AEROFLEX NEU LTD.

28 August 2026 | 03:51

Industry >> Packaging & Containers

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ISIN No INE035801013 BSE Code / NSE Code 543743 / AERONEU Book Value (Rs.) 40.81 Face Value 10.00
Bookclosure 12/07/2024 52Week High 125 EPS 0.65 P/E 123.55
Market Cap. 208.12 Cr. 52Week Low 63 P/BV / Div Yield (%) 1.98 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

1. Securities Premium :

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The reserve is utilised in accordance with the provisions of the Act.

2. General Reserve

This includes the amount received from the Government under an incentive scheme for capital expansion and on the expiry of requisite period, the amount was transferred to it.

3. Retained Earnings:

This Reserve represents the cumulative profits of the Company and effects of re-measurement of defined benefit obligations. This Reserve can be utilized in accordance with the provisions of the Companies Act, 2013.

***On 25.07.2025 the Company issued 72,00,000 fully convertible warrants at an issue price of T 90/- each in respect of which T22.50 per share were paid on application and allotment. These warrants are fully convertible into equity shares on payment of balance issue price. Uptil 31.03.2026, no warrants were converted into equity shares.

(I) Borrowings from UCO Bank is secured against equitable mortgage of land and building of the Company situated at E-260-261, Mewar Industrial Area, Madri, Udaipur-313003 and Vill

: Modi, District: Udaipur and also by way of first charge on all current assets such as raw material, finished goods, work -in progress, stores and spares, book debts, and packing materials etc. The loan is repayable in 36 equal monthly instalment T 263376.35 each commencing from December 15, 2023 and the last instalment is repayable on December 15,2026. Rate of interest as on 31.03.2026 is 8.75 % per annum. It is also secured by way of corporate guarantee of Aeroflex Enterprises Limited (formerly known as Sat Industries Limited ).

(II) Borrowings from UCO Bank is secured against equitable mortgage of land and building of the Company situated at E-260-261, Mewar Industrial Area, Madri, Udaipur-313003 and Vill: Modi, District : Udaipur and also by way of first charge on all current assets such as raw material, finished goods, work -in progress, stores and spares, book debts, and packing materials

etc. The loan is repayable in 36 equal monthly instalment T 1666667.00 each commencing from December 15, 2023 and the last instalment is repayable on June 15,2028. Rate of interest as on 31.03.2026 is 8.75 % per annum.It is also secured by way of corporate guarantee of Aeroflex Enterprises Limited (formerly known as Sat Industries Limited ).

(III) Borrowings from UCO Bank is secured against Hypothecation of Vehicle No. RJ27UE0279. The loan is repayable in 60 equal monthly instalment T 40649.00 each commencing from June 06, 2022 and the last instalment is repayable on May 31,2027. Rate of interest as on 31.03.2026 is 9.20% per annum.

(IV) Borrowings from UCO Bank is secured against equitable mortgage of land and building of the Company situated at E-260-261, Mewar Industrial Area, Madri, Udaipur-313003 and Vill : Modi, District : Udaipur and also by way of first charge on all current assets such as raw material, finished goods, work -in progress, stores and spares, book debts, and packing materials

etc. The loan is repayable in 48 equal monthly instalments T 3,12,500.00 each commencing from September 30, 2023 and the last instalment is repayable on September 30,2028. Rate of interest as on 31.03.2026 is 8.75 % per annum.It is also secured by way of corporate guarantee of Aeroflex Enterprises Limited (formerly known as Sat Industries Limited).

(V) Borrowings from HDFC bank is secured against Hypothecation of Vehicle No.RJ27GE0153. The loan is repayable in 60 equal monthly instalment of T 49946.00 each commencing from November 15, 2022 and the last instalment

is repayable on October 15,2027. Rate of interest as on 31.03.2026 is 8.02 % per annum.

(VI) Borrowings from HDFC Bank is secured against Hypothecation of Vehicle No. RJ27UC2292. The loan is repayable in 60 equal monthly instalment of T 27050.00 each commencing from November 05,2023 and the last instalment is repayable on October 05,2028. Rate of interest as on 31.03.2026 is 9.10 % per annum.

(VII) There is no continuing default in the payment of principal and interest thereof in respect of loans (I) to (VI) stated above.

(a) Borrowings from UCO Bank is secured against equitable mortgage of land and building of the Company situated at E-260-261, Mewar Industrial Area, Madri, Udaipur-313003 and Vill : Modi, District : Udaipur and also by way of first charge on all current assets such as raw material, finished goods, work -in progress, stores and spares, book debts, and packing materials etc. It is also secured by way of corporate guarantee of Aeroflex Enterprises (formerly known as Sat Industries Ltd ). Rate of interest as on 31.03.2026 is 8.75% per annum.

(b) Secured against lien of fixed deposit with ICICI Bank Ltd and also secured by way of corporate guarantee of Aeroflex Enterprises Limited (formerly known as Sat Industries Limited). Rate of interest as on 31.03.2026 is 8.25% per annum.

(c) Guaranteed by Mr. Asad Daud,Director and Mr. Hakim Sadiq Ali Tidiwala,Wholetime Director of the Company. Rate of interest as on 31.03.2026 is 9.25 % per annum.

(d) There is no continuing default in the payment of interest.

Note 34: Contingent liabilities and commitments

(a) Contingent liabilities

There is no contingent liabilities.

(T in lakhs )

GUARANTEES

31st March,2026

31st March,2025

i) Guarantee given on behalf of subsidiary

a) Guarantee given by the Company to UCO Bank and SBI against cash credit limit provided to Fibcorp Polyweave Private Limited

700.00

300.00

Note 35: Financial Instruments and Related Disclosures

1. Capital Management

The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. During the year the Company issued 72,00,000 warrants @T90/- per share convertible into equal number of equity shares of the Company aggregating to T6480 lakhs. The warrants are convertible within 18 months from the date of issue of warrants at option of the warrant holders. On allotment the Company received TI620 lakhs being 25% of the issued price as up front. The balance amount being 75% of the issued priced will be received on conversion of warrants.

The Company determines the amount of capital required on the basis of annual business plan also taking into consideration any long term strategic investment and expansion plans. The funding needs are met through equity and cash generated from operations.

The Company's financial strategy aims to support its strategic priorities and provide adequate capital to its businesses for growth and creation of sustainable stakeholder value. The Company funds its operations through internal accruals, borrowings etc. The Company aims at maintaining a strong capital base largely towards supporting the future growth of its businesses as a going concern.

For the purpose of the Company's capital management, capital includes issued capital and other equity reserves. The primary objective of the Company's capital management is to safeguard its ability to continue as going concern and to maintain and optimal capital structure so as to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt and adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

3 : FINANCIAL RISK MANAGEMENT

(ii) Management of price risk:

The Company has no surplus for investment in debt mutual funds, deposits etc. The Company does make deposit with the banks to provide security/margin against guarantee given by the banks. Deposit is made in fixed rate instrument. In view of this it is not susceptible to market price risk, arising from changes in interest rates or market yields which may impact the return and value of the investments.

(iii) Management of currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade receivables and is therefore exposed to foreign exchange risk. The Company mitigates the foreign exchange risk by setting appropriate exposure limits, periodic monitoring of the exposures etc.. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies.

Exposure to currency risk(The Company has exposure only in USD/EURO converted to functional currency i.e.INR)

The activities of the Company exposes it to a number of financial risks namely market risk, credit risk and liquidity risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial performance. The Company does regularly monitor,analyze and manage the risks faced by the Company and to set and monitor appropriate risk limits and controls for mitigation of the risks.

A. MANAGEMENT OF MARKET RISK:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market risk includes borrowings and investments. The Company has international trade operations and is exposed to a variety of market risks, including currency and interest rate risks.

(i) Management of interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any exposure to interest rate risks since its borrowings and investments are all in fixed rate instruments.

C. MANAGEMENT OF LIQUIDITY RISK:

B. MANAGEMENT OF CREDIT RISK:

Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financial loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivables) and foreign exchange transactions and financial instruments.

Credit risk from trade receivables is managed through the Company's policies, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.

The Company's historical experience of collecting receivables and the level of default indicate that credit risk is low and generally uniform across markets; consequently, trade receivables are considered to be a single class of financial assets. All overdue customer balances are evaluated taking into account the age of the dues, specific credit circumstances, the track record of the counterparty etc. Loss allowances and impairment is recognised, where considered appropriate by responsible management.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash obligations without incurring unacceptable losses. The Company's objective is to maintain at all times, optimum levels of liquidity to meet its obligations. The Company closely monitors its liquidity position and has a cash management system. The Company maintains adequate sources of financing including debt and overdraft from domestic and international banks and financial markets at optimized cost.

The Company's Current assets aggregate to ^ 7,466.89 lakhs( 2025 - ^ 6,189.30 Lakhs) including Cash and cash equivalents and Other bank balances of ^ 1,749.92 lakhs( 2025 - ^ 552.23 lakhs) against an aggregate Current liability of ^ 2,411.68 lakhs( 2025 -^ 2,990.01 Lakhs); Non-current liabilities due between one year to three years amounting to ^ 158.18 lakhs (2025 - 424.39) and Non-current liability due after three years amounting to NIL( 2025- NIL) on the reporting date. Further, while the Company's total equity stands at ^ 10,081.00 lakhs( 2025- ^ 8,343.97 lakhs), it has non-current borrowings of ^ 158.18 lakhs (2025 - ^ 424.39). In such circumstances, liquidity risk or the risk that the Company may not be able to settle or meet its obligations as they become due does not exist.

D. Fair value measurement

Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counter party.

The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

No amount in respect of the related parties have been written off/back are provided for during the year.

Related party relationship has been identified by the Management and relied upon by the auditor.

Terms and conditions of transactions with related parties:

The sale to and purchases from related parties are made in the ordinary course of business and based on the price lists in force and terms that would be available to third parties.

The loans to and from from related parties are made in the ordinary course of business and are on arm's length basis based on the price lists in force and terms that would be available to third parties.

Outstanding balances at the year end are unsecured and interest free and settlement occurs in cash. No provision are held against receivables from related parties

Note 37: EMPLOYEE BENEFITS a) DEFINED CONTRIBUTION PLAN Provident Fund:

The contributions to the Provident Fund of employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution.

Gratuity:

The Company participates in the Employees' Group Gratuity-Scheme of Life Insurance Corporation Limited, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity (Amendment) Act, 1997, or as per the Company's scheme whichever is more beneficial to the employees.

The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit Method, as at the Balance Sheet date, carried out by an independent actuary.

Provident Fund:

The Company makes Provident Fund contribution to the Government administered Provident fund. The Company has no part to play in this respect.

c) Amounts Recognised as Expense:

i) Defined Contribution Plan

Employer's Contribution to Provident Fund including contribution to Family Pension Fund amounting to R 46.57 Lakhs (previous year R 22.15 Lakhs ) has been included under Contribution to Provident and Other Funds.

ii) Defined Benefit Plan

Gratuity cost amounting to R 18.43 Lakhs (previous year R 4.84 Lakhs ) has been included in Note 29 and in note no. 66.

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and deferred tax assets and deferred liabilities relate to income taxes levied by tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over deferred income tax assets will be recovered.

Note 39

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues (principal and/or interest), which are outstanding for more than 45 days as at the balance sheet date. During the year, there have been no payments made to Micro, Small and Medium Enterprises beyond 45 days. There were no amounts on account of interest due that were payable for the period where the principal has been paid but interest under the MSMED Act, 2006 not paid. Further, there were no amounts towards interest accrued that were remaining unpaid at the end of accounting year. Accordingly, there were no amounts due to further interest due and payable in the succeeding year.

Note 40: SEGMENT INFORMATION

Segment information in accordance with Ind AS 108, 'Operating Segments', segment information has been given in the Consolidated Financial Statements of Sah Polymers Limited and therefore, no separate disclosure on segment information is given in the Standalone Financial Statements.

Note 41

The Company has elected not apply the Indian Accounting Standard (Ind AS) 116- Leases to account for those leases where underlying assets is of low value.

Balances of banks, sundry debtors and trade payables, current liabilities etc. as on 31.03.2026 are subject to confirmation and reconciliation.

Note 43

In the opinion of the Management,there is no impairment of assets in accordance with the Ind AS -36 as on the Balance Sheet date.

Note 44

There are no amounts due to be credited to Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013 as at the year end.

Note 45

There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

Note 46

These financial statements were approved for issue with a resolution of the Board of Directors on May 08, 2026.

Note 47

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs and decimal thereof as per the requirements of Schedule III to the Companies Act,2013, unless otherwise stated.

Note 48

Previous year's figures have been reclassified/ regrouped wherever necessary to conform with the current Financial Statements.

Note 49

No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions ( Prohibition) Act,1988 and rules made thereunder.

Note 50

The Company has borrowings from banks on the basis of security of current assets and the quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

Note 51

The Company is not a declared wilful defaulter by any bank or financial institution or other lender.

Note 52

The Company has no transaction with companies struck off under section 248 of the Companies Act 2013 or section 560 of Companies Act,1956.

Note 53

There is no charges or satisfaction yet to be registered with ROC beyond the statutory period.

Note 54

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act,2013 read with the Companies (Restriction on number of Layers) Rules,2017.

No Scheme of Arrangement has been approved by

the Competent Authority in terms of sections 230 to

237 of the Companies Act,2013.

Note 57

Utilisation of Borrowed funds and share premium :

(a) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other source or kind of funds) to any other person(s) or entity(is), including foreign entities (intermediaries) with the understanding ( whether recorded in writing or otherwise) the the Intermediary (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company(ultimate Beneficiaries ) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The Company has not received any fund from any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding ( whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly lend or invest in other persons or entities identified

in any manner whatsoever by or on behalf of the funding party (ultimate Beneficiaries ) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

Note 58

There is no transaction not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961. Further there is no previously unrecorded income and related assets requiring recording in the books of account during the year.

Note 59

The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.

Note 60

Corporate Social Responsibility (CSR):

The conditions and requirements of section 135 of the the Companies Act, 2013 are not applicable to the Company.

The Company has done an assessment to identify Core Investment Company (CIC) [including CICs in the Group] as per the necessary guidelines of Reserve Bank of India [including Core Investment Companies (Reserve Bank) Directions, 2016]. The Company is not a CIC and no entities have been identified as CIC in the Group, of which Company is a part.

Note 62

Revenue from contract with customers differ from the revenue as per contracted price due to factors such as taxes recovered, volume rebate, discounts, etc.

Note 63

The Company has assets ( equipment etc.) with a lease term of 12 months or less. The Company applies the 'short term lease' recognition exemption for these leases. The Company also has certain leases of assets of low value. The Company applies 'low values lease' recognition exemption for these leases.

Note 64

The Company has neither long-term contracts nor derivatives as at March 31, 2026.

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

Note 66

The Government of India notified the four Labour Codes ('New Labour Codes') effective November 21, 2025. The Ministry of Labour & Employment has also issued draft Central Rules and FAQS to help assess the financial impact of these changes. The Company has ascertained its estimated obligations under the New Labour Codes based on actuarial valuation, best estimates and consistent with guidance provided by the Institute of Chartered Accountants of India. Considering the regulatory-driven and non-recurring nature of this impact, the Company has recognised incremental estimated obligations aggregating to V 8.36 lakhs as an exceptional item on account of employees past services in the financial statement for the year ended March 31, 2026. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the New Labour Codes and would recognise the impact of change in the estimate in that period, as needed.

Loans given to employees as per the policy of the Company are not considered.

The loanees did not hold any shares in the share capital of the Company.

Note 69

Maintenance of Books of account under Section 128 of the Companies Act, 2013: The Company has defined process to take daily back-up of books of account maintained electronically and complied with the provisions of The Companies (Accounts) Rules, 2014 (as amended).

Note 70

Offsetting financial assets and liabilities

The Company has not offset any financial asset and financial liability. It offsets a financial asset and a financial liability when it currently has a legal enforceable right to set-off the recognised amounts and it intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Collateral against borrowings

The Company has hypothecated/ mortgaged assets as collateral against a number of its sanctioned line of credit (Refer Note17 & 19) for further information on assets hypothecated | mortgaged as security). In case of default as per borrowing arrangement, such collateral can be adjusted against the amounts due.

Note 71

During the previous year 2024-2025 relevant to the assessment year 2025-2026, the Company opted taxation under section 115 BAA of Income tax Act,1961, accordingly the Company is not entitled to the MAT credit as available under the provision of the section 115 JAA of the Income tax Act,1961,hence the MAT balance available as on 01/04/2025 was reversed.

Note 72

On July 25,2025 the Company allotted 72,00,000 warrants to the promoters and non-promoters at a price of T 90/- per warrant aggregating to T 6,480 lakhs, convertible into equal number of equity shares having face value of T 10/- per equity share with the option to the holders of the warrants to exercise the option of conversion within 18 months from the date of allotment of warrants on preferential basis. Out of the issued price being T90/- per warrant, T22.50 /- being 25 % of the issued price was paid on application(up-front) and the balance being 75% of the issued price is to be paid at the time exercise of the option of conversion of warrant. Accordingly the Company received T 1620 lakhs on allotment of warrants. Till close of the year, none of the warrant holders has exercised the option of conversion. Details of amount raised, utilised etc. during the year are as under :