DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 62^nd Annual Report of the Company together with the Audited
Statement of Accounts for the Financial Year ended 31^st March 2023.

a. FINANCIAL RESULTS

The Company's performance during the year ended 31^st March, 2023 as compared to the previous financial
year, is summarized below: (Rs In Lakhs)

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing and dealing in all kinds of welding consumables and allied
equipmentand appliances.

There was nochange in nature ofthe business oftheCompany, during the year under review,
c DIVIDEND:

The Board of Directors after considering the business needs and also to consolidate financial strength ofthe company have decided not to
recommend any dividend to equity shareholder ofthe company for thefinancialyear2022-23.

d. UNPAID DIVIDEND&IEPF:

The amount lying in Unpaid Dividend A/c of the Company in respect of the last seven years along with the dates when it is due for transfer to
Investor Education & Protection Fund (IEPF) is as per below table:-

Company has already transferred amount lying in Unpaid Dividend Account for thefinancial year 2015-16.

e. TRANSFER TO RESERVES:

The Company has transferred an amount of INR 200 Lakhs out of profits ofthe Company for the financial year 2022-23 to General Reserve
Account.

f. REPORTON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURE COMPANIES:

During theyear under review,yourCompany did not haveany subsidiary,associateand joint venture company,

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptanceof Deposit) Rules,2014 during theyear under review.

Hence,the requirement for furnishing of details relating to deposits covered under ChapterV of the Act orthe details of deposits which are not
in compliance with the ChapterV ofthe Act is not applicable.

h. LOANS FROM DIRECTOR'SOR DIRECTOR'S RELATIVES:

During the financial year under review,theCompany has not borrowed any amount(s) from Directors.

f. C0NSERVAT10N0F ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND0UTG0:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules,2014 in respect of conservation of energy,technology absorption,foreign exchange earnings and outgo etcare furnished in
Annexure I which forms part of this Report.

j. ANNUALRETURN:

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an
extract of annual return (to be prepared in Form MGT - 9) to the Directors¹ Report, the Company shall host a copy of annual return on the
website,ifany of the Company anda web linkofthe same to begiven in the Directors'Report.

Accordingly,acopy of Annual Return is availableon the website ofthe Company at the below link:

http;//www.qeelimited.com/investor-infa/Corporate-Announcement-Disc|osure:

k. PARTICULAR OF CONTRACTSORARRANGEMENTWITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with
related party(ies) as defined under the provisions of Section 2(76) ofthe Companies Act, 2013,during the financial year under review, are
furnished in Form AOC-2 and is attached asAnnexure-lland forms part of this Report.

l. PARTICULARS OF INVESTMENTS. LOANS. GUARANTEES AND SECURITIES:

Full particulars of loans.guaranteesand investments covered under Section 186 ofthe Companies Act 2013 provided during the financial year
under review has been furnished in the financial statements which forms part of this report.

m. DISCLOSURES UNDER SECTION 134C31f DOF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have
occurred between the end ofthefinancialyearoftheCompanyand date ofthis report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During
the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or
inadequacy of such controls.

2. MATTERSRELATEDTODIRECTORSANDKEYMANAGERIAL PERSONNEL

a) BOARDOF DIRECTORS&KEYMANAGERIAL PERSONNEL

There were changes in Directorship & key managerial personnel of the Company during the year under review which are asfollows:

I. Appointment:

• The tenure of Appointment of Mr. Anil Kumar Agarwal (DIN: 07659883) has ended on April 16,2023. So, the Board has recommended his
re-appointment in the Board Meeting held on February 10,2023 subject to the approval ofthe shareholders in ensuing Annual General
Meeting ofthe Company. However,he has resigned from theCompany as on 31.08.2023.

• Mrs. NileemaMahanot,Company Secretary & Compliance Officer ofthe Company has resigned from the post of Company Secretary as on
March 10,2023.

• Mr. Aditya Jalan wasappointedas theCompany Secretary ofthe Company with effectfromJuneOI,2023.

• Mr. Sanwarma! Agarwal Director of the Company being longest in office since last appointment, is liable to retire by rotation and being eligible offers himself for re¬
appointment subject to theapprovalofshareholdersin ensuing Annual general meeting.

ii. Retirement by rotation

In accordance with the provisions ofthe Act,none ofthe Independent Directors is liable to retire by rotation.

Your Directors recommend hisappointmentforyourapproval.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) ofthe Companies Act, 2013 confirming their
independence vis-A-vis the Company.

Further,the Board is ofthe opinion thatall the Independent Directors ofthe Company possess requisite qualification,experience,and expertise
and holds high standards of integrity.

Except the Independent Directors who are exempted from passing the online proficiency self- assessment test, the Company has received
confirmation from the Independent Directors that they have appeared & passed the proficiency test/or they shall appear and pass out the tests
within the due dates as prescribed undertheCompanies Act,2013 and the Rules madethere under.

3. DISCLOSURESRELATEDTO BOARD.COMMITTEES ANDPOLICIES

a. BOARDMEETINGS:

The Board of Directors met 7 (Seven) times during the financial year ended 31^st March 2023 in accordance with the provisions ofthe Companies
Act, 2013 and rules made thereunder.The Company has complied with the applicable Secretarial Standards -1 in respect of all the above Board
meetings.

b. AUDIT COMMITTEE:

Details with respect to Audit Committee Composition and Meetingsare mentioned in the Corporate Governance report.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act,2013,formulated the policy setting out
the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.

The salient features ofthe Remuneration Committee and changes therein are mentioned in the Corporate Governance Report and the
Remuneration Policy isavailableonCompany’swebsiteand can beaccessed in the link provided herein below:

http://www.geelimited.com/upload/media/lnvestor/policies/GEE-Policy-on-Nomination-and-Remuneration.pdf

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details with respect to Stakeholder Relationship Committee Composition and Meetings are mentioned in the Corporate Governance report.

e. VIGILMECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to
provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legalor regulatory requirements,incorrect or misrepresentation ofany,financial statementsand reports,etc.

The employeesof the Company have the right/option to report their concern/grievance to the Chairman ofthe Audit Committee.

The Company is committed to adhere to the highest standards of ethical,moral and legal conduct of business operations.

f. RISKMANAGEMENTPOUCY:

The Board of Directors ofthe Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which
may lead to negative consequences on the Company's businesses,and define a structured approach to manage uncertainty and to make use of
these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered
in theannual/strategic business plans and in periodic management reviews.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The CSR Policy of the Company is available on the Company's web-site and can be accessed in the link provided herein below:

http://www.aeelimited.com/investor-info/Code-of-Conduct-Policies

The Company has initiated activities in accordance with thesaid Policv.the detailsofwhich have been prescribed in Annexure III.

h. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the
evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship and CSR Committee in its meeting
dated 10"' February 2023.

The Board has adopted a formal evaluation mechanism for evaluating its performance and as well as that of Its Committees and individual
directors,induding the Chairman of the Board.This exercise was carried out by feedback survey from each director covering Board functioning
such as composition of Board and its Committees,experience and competencies, governance issues etc.Separate exercise was carried out to
evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance,
contribution at the meeting etc.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS Of STATUTORY AUDITORS ON ACCOUNTS FOR THEYEARENPED31ⁿMARCH 2023:

There are no observations/qualifications made by the Statutory Auditors in their reportforthe financial year ended 31^flMarch 2023 and
therefore, do not call foranyfurther comments from the Board under Section 134(3)ofthe Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT F0RTHEVEARENDED31ⁿMARCH 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit
Report from Practicing Company Secretary.

M/s.Chandni Maheswari (ACS No.42292) had been appointed to issue Secretarial Audit Report for thefinancial year 2022-23.

Secretarial Audit Report in Form MR-3 and Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing
Obligation and Disclosure Requirements) Regulations,2015,issued by M/s.Chandni Maheswari (ACS No.42292)Practicing Company
Secretary are enclosed in Annexure-IV for the financial year 2022-23.The said report does contain any observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The following are the Qualifications/observations given by the Secretarial Auditor in the Secretarial Audit
Report of FY ended on 31.03.2023 and the Board's Comment/Actions on the same-

c. STATUTORYAUDITORS:

Pursuant to the provisionsof Section 139of the Companies Act,2013and the Companies (Audit and Auditors) Rules,2014, M/sR. Do kania&Co., Chartered
Accountants, were appointed as the Statutory Auditors of the Company till the ensuing Annual General Meeting for the FY 2022-23 as a result of casual
vacancy in the office of the Statutory Auditors arisen by the resignation of M/s.Singhi & Co. ^Chartered Accountants erstwhile Statutory Auditors of the
Company who were appointed by the Company in EGM held on December IS"¹,2023 and Resigned from theCompany21.10.2023.

The Board now recommends the re-appointment of M/s R.Dokania & Co., Chartered Accountants,as the Statutory Auditors of the Company for a term of 5
yearstill theAGM to be heldintheyear2028.

d. MAINTENANCE0FC0STREC0RDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,2014,as amended from
time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost
Records in the format prescribed in Form CRA-1 under Rule 5 of the said Rules.

e. COST AUDITORS:

The Board has re-appointed M/s.S.Chhaparia8t Associates, Cost Accountants as the Cost Auditor of the Company forthe financial year 2023-24.

f. REPORTING OF FRAUDS BYSTATUTORYAUDITORSUNDERSECTION143 (12) :0THER DISCLOSURES

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts)
Rules, 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,2014 are furnished as under:

a. CHARGE IN SHARE CAPITAL OF THE COMPANY

There were no changes in the share capital of the Company during year under review.

b. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which an have impact on
the going concern status and the Company's operations in future.

c. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, inrelation to the audited financial statements of the Company for the year ended 31^st March, 2023,
the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material
departures;

b. such accounting policies have been selected and applied consistently and the Directors 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“ March, 20223 and of the profit/loss of the Company for that year;

c. proper and sufficient are was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating
effectively.

d. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e. CORPORATE GOVERNANCE:

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but
also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our operations and perform¬
ance, as well as the leadership and governance of the Company.

In compliance with Regulation 34(3) read with Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015,a Report on Corporate Governance enclosed as Annexure-V forms part of this Annual Report.

f. PARTICULAR OF REMUERATION OF DIRECTOR'S KMP'S AND EMPLOYEES:

This information as per Section 197(12) of the Companies Act,2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, as amended, forms part of this report as per Annexure-VI.

g. MANAGEMENT PISUSSION AND ANALYSIS REPORT:

In compliance with Regulation 34(2) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a Report on Management Discussion & Analysis which as Annexure-VII forms part of this Annual Report.

h. DISCLOSURE UNDER SECTION 43 (a) (ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

i. DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT. 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

j. DISCLOSURE UNDER SECTION 62f1)(b) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no
information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

k. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67{3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014is furnished.

6. PROCEEDINGSUNDER INSOLVENCYAND BANKRUPTCYCODE2016.

No application was made nor is any proceeding pending under the Insolvency and Bankruptcy Code,2016during the year.

7. DETAILSOFONETIMESETTLEMENTWITHTHE BANKS:

The Company has not made any onetime settlement with any Banks or Financial Institutions.

8. ACKNOWLEPGEMENTSANPAPPRECIAIION:

Your Directors take this opportunity to thankthe customers,shareholders,suppliers, bankers, business partners/associates,financial institutions
andCentralandStateGovernmentsfortheirconsistentsupport and encouragement totheCompany.

Forand on behalf of the Board

Sd/- Sd/-

SanwarmalAgarwa! Shankar Lai Agarwal

Managing Director WholeTime Director

DIN:01007594 D!N:01205377

Date:25 November2023
PlaceiThane