To,

The Members of

AAPLUS TRADELINK LIMITED

The Board of Directors hereby submits the report of the business and operations of your company

("the Company" or "AA Plus Tradelink limited") along with the audited financial statements, for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31, 2025 is summarized below: -

(Amount in Rupees )

2. STATE OF COMPANY'S AFFAIRS:

Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of our Company has been satisfactory and has been able to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under;

Revenue: During the financial year 2024-25, the revenue of the Company has increased from Rs.19,94,78,291 to Rs.20,03,00,000

Expenses: In Financial Year ended 31 March, 2025, the purchase & cost expense of the Company has Increased from Rs. 20,16,17,664 to Rs.20,39,00,000 as compared to the previous financial year ended on 31st March, 2024.

Depreciation: Depreciation decreased from Rs. 3,01,274 to Rs. 2,11,027 in the current year. Depreciation is in accordance with the provision of Schedule II of the Act.

Share Capital: There are changes in Equity share capital as mentioned below.

Earnings per share: Basic & diluted Earnings per share (EPS) is Rs.0.04 per share as against Rs. 0.63 per share in the previous year.

Tax Expenses: In financial year 2024-2025, the tax expenses has increased to 35,00,000 as compared to 19,59,945 in the previous financial year 2023-2024

3. SHARE CAPITAL

During the year, there are changes in Equity share capital of the company as follows:-

RIGHT ISSUE

Right Issue: The company issued Offer Letter for right issue on April 02, 2024 for Subscribing to rights issue of up to 1,63,29,600 (One Crores Sixty-three Lakhs Twenty Nine Thousand Six Hundred Only ) Fully paid-up equity shares of face value of Rs.10 each at a price of Rs.18.00 per right share being at premium of Rs 8 Per Equity Share with the existing face value of the equity shares for an amount aggregating up to Rs. 29,39,32,800 /- (Rupees Twenty Nine crores thirty- nine lakhs Thirty two thousand Eight Hundred only) on a rights issue basis to the eligible shareholders of Aaplus Tradelink Limited in the ratio of 2 (Two) rights shares for every 1 (one) equity share held by such eligible shareholders as on Friday, April 05, 2025, being the record date. The issue opening date was Monday, April 22, 2054 and issue closing date was Monday May 06,2024.

Further the details of Money received on application and First & Final call are mentioned below:

SPLIT OF EQUITY SHARES

Pursuant to the approval of the shareholders obtained through postal ballot on Thursday, December 19, 2024, the Company has undertaken a sub-division (stock split) of its equity shares. As per the approved resolution, every 1 (one) equity share of the Company having a face value of 10/- (Rupees Ten only) has been sub-divided into 10 (ten) equity shares of face value 1/- (Rupee One only) each.

Consequently, the Authorized Share Capital of the Company stands at 50,25,00,000 (Rupees

Fifty Crores and Twenty-Five Lakhs only), divided into 50,25,00,000 (Fifty Crores and Twenty-Five Lakhs only) fully paid-up equity shares of face value 1/- (Rupee One only) each.

4. The composition of Board of Director and Key Managerial Person Name are as follows:

5. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

6. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2024 -25

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2024-25.

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing

Obligation and Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

8. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

9. AUDITORS

M/s Choudhary Choudhary & Co., Chartered Accountants (Firm Registration No. 002910C), resigned as the Statutory Auditors of the Company with effect from July 14, 2025, resulting in a casual vacancy in the office of Statutory Auditors.

To fill the said vacancy, the Board of Directors, at its meeting held on July 18, 2025, appointed M/s S K B J P & Co., Chartered Accountants (Firm Registration No. 122832W), as the Statutory Auditors of the Company in accordance with the provisions of Section 139(8) of the Companies Act, 2013.

Subsequently, the consent of the members of the Company is required for appointment of M/s S K B J P & Co., Chartered Accountants, as Statutory Auditor of the Company in the ensuring Annual General Meeting through ordinary resolution.

The appointment of M/s S K B J P & Co., Chartered Accountants (FRN 122832W), as the Statutory Auditors of the Company, shall be to hold office from the conclusion of this meeting until the conclusion of the 14th Annual General Meeting of the Company to be held in the year 2030.

Further, the Notes to Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. The Auditors' report does not contain any qualification, reservation or adverse remark.

10. AUDITOR'S REPORT

M/s Choudhary Choudhary & Co., Chartered Accountants (Firm Registration No. 002910C) to conduct the Statutory Audit for the year 2024-25. There is qualifications in the Auditors' Report which require clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information. Audit Qualification :-

Non appointment of internal Auditor as required under section 138 of companies act 2013 Board Remark :The Board acknowledges the non-compliance with the provisions of Section 138. The matter has since been reviewed, and steps are being taken to appoint a qualified internal auditor at the earliest to ensure adherence to statutory requirements and to strengthen the internal control framework.and in this regard board has appointed Jain Anil & Associates Chartered Accountants (Firm Registration No. 0115984W ) as Intenal Auditor of the Company dated 29.05.2025

Unsecured loans amounting to Rs. 22.00 crores were not supported by loan agreements: interest income not verifiable Board Remark : The management is in the process of reviewing and regularizing all unsecured loan transactions. Formal loan agreements are being executed, and interest computation is being reassessed. Going forward, the Company will ensure that all such transactions are adequately documented and in compliance with applicable laws.

Utilization not as per the object clause of offer document for Rights issue Proceeds,125 lakhs to a Director and Rs. 980 lakhs to a related party Board Remark : The Board notes the deviation in utilization of Rights Issue proceeds. The Company has utilized the funds in the ordinary course of business; however, certain amounts were advanced to a Director and a related party. The Board is currently evaluating the transactions for compliance with applicable provisions and is committed to taking corrective steps, including seeking shareholder ratification, wherever required.

Receipts from vendors with no corresponding sales or transactions Rs. 382.84 Lakhs and Rs. 117.75 Lakhs

Board Remark : These receipts are under review. Preliminary findings suggest these could be advances or security deposits. A detailed reconciliation is underway, and necessary adjustments or disclosures will be made upon conclusion of the review.

Write back of Rs. 11.40 Lakhs interest without Proper loan Documents and Working.

Board Remark: The interest write-back was based on management's assessment of recoverability; however, the absence of supporting documentation is noted. The Company is working to trace relevant records and ensure appropriate accounting treatment in the current financial year.

11. SECRETARIAL AUDITOR'S REPORT

The Board has appointed Vishaka Agrawal & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as "Annexure-3" to this Report.

12 . BOARD COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

The composition of all Committees has been stated under Corporate Governance Report forming an integral part of Annual Report.

13.PARTICULARS OF EMPLOYEES

The details in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any

member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

14. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No.10 to the standalone Financial Statement).

15 DISCLOSURE REQUIREMENTS

As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors' certificate there on and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (www.aaplustradelink.in)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the company's website at (www.aaplustradelink.in)

16.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.There was no complaint received from any employee during the financial year 2024-25, hence no complaints are outstanding as on 31.03.2025

17.RELATED PARTY TRANSACTIONS

Transaction with related parties (related to business) falls under the scope of Section 188(1) of the Act, Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in "Annexure 1" in Form AOC-2 and same forms part of this report.

18.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review

19.FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

20.RISK MANAGEMENT

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the

businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

21.FIXED DEPOSITS/ DEPOSITS

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date. Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

22.DISCLOSURE UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

23.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2024-25, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

24.AUDIT COMMITTEE:

The Audit Committee Comprises of Two Independent Directors and one Non- Executive Director, namely Mrs. Nilam Himanshu Kumar Soni, Independent Director as Chairman, Mr. Jay Vijay Kumar Mehra, Independent Director as member, and Mr. Ashok Amritlal Shah, Non-Executive director as the member of the Committee. All recommendations made by the Audit Committee were accepted by the Board.

The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board of Directors of the company.

25.STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders' relations have been cordial during the year, as a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no grievances pending as on 31st March, 2025.A confirmation to this effect has been received from your Company's Registrar and Share Transfer Agent. Composition of Committees is as Follows:

26.NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has on recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the evaluation. The Nomination and Remuneration Policy is forming part of Director's Report as "Anexure 4". Composition of Committees is as Follows:

27.PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative under taken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

28. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001, No Amount is pending to be transferred to IEPF.

29.CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to

Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading"

(Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

30.BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2025.

31.APPLICATION OR PROCEEDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016

There is no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank or Financial Institution.

32.SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

33.IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

34. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of the Company hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2025: a) That in the preparation of the annual accounts for the financial year ending 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That the directors had selected the accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the annual accounts/financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That 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

35.INTERNAL FINANCIAL CONTROL

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices. Your Company has in place well defined and adequate internal financial control framework commensurate with the size and complexity of its business to ensure proper recording of financial &operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

36. DISCLOSURE ON PUBIC DEPOSIT

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder

37. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is available on website of the Company at www.aaplustradelink.com

38.INVESTOR SERVICES

To improve investor services, your Company has taken the following initiatives:-

An Investor Relation Section on the website of the Company (www.aaplustradelink.com) has been created to help investors to know the policies and rights of investors.

There is a dedicated e-mail id contact.aaplustradelink@com for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board. f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There was no instance of onetime settlement with any Bank or Financial Institution.

40 Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

41. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors appreciate and value the contribution made by every member of the Company .

42. ACKNOWLEDGEMENTS

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.