డైరెక్టర్ల నివేదిక Aartech Solonics Ltd.

Mar 31, 2025

Your directors are pleased in presenting their 43^rd Annual Report on the business performance and operations along with the Audited Financial Statements with the Consolidated Financial Statements of the Company and the Auditor''s Report for the financial year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summary of the Standalone and Consolidated performances are set out below:			(Amount in Rs. Lakhs)
	Standalone		Consolidated
PARTICULARS	Year ended 31st March 2025	Y e a r ended 31st March 2024	Year ended 31st March 2025	Y e ar ended 31st March 2024
Income from Operations	3,569.73	3,269.25	3,635.22	3,274.41
Other Income	333.59	327.24	297.95	314.71
Total Revenue	3,903.32	3,596.49	3,933.17	3,589.12
Less: Expenses	(3,665.21)	(3,229.70)	(3,656.59)	(3,227.23)
Profit before Finance Cost, Depreciation/ Amortization Expenses & Tax	238.11	366.79	276.58	361.89
Less: Finance Cost	54.17	56.19	54.77	56.80
Less: Depreciation & Amortization Expenses	38.95	35.24	50.33	46.93
Share of Profit/(Loss) of Associates and Joint Ventures	-	-	2.01	-
Profit Before Tax	144.98	275.36	173.49	258.16
Less: Current Tax	22.90	117.29	27.03	117.29
Earlier Tax	-44.72	5.76	-44.37	5.24
Deferred Tax	-37.56	8.01	-85.59	4.10
Profit After Tax	204.37	144.29	276.42	131.53
Other Comprehensive Income/ Loss (Net of Tax)	-1.50	-1.29	-1.50	-1.29
Total Comprehensive Income (Net of Tax)	202.87	143.00	274.92	130.24

2. BRIEF DESCRIPTION OF THE COMPANY''S OPERATIONS DURING THE YEAR / STATE OF COMPANY''S AFFAIR Business Operations:

The company is primarily engaged in the manufacturing of Electrical Component such as Electrical Items, Control & Relay Panels, Bus Transfer Systems, Ultracapacitors, Waste to Compost Machine etc. and working in the field of Specialized and Selected Energy Applications.

STANDALONE

At Standalone level, the Revenue from operations amounted to ^ 3,569.73 Lakhs as against ^ 3,269.25 Lakhs in the previous year. The Profit before Tax amounted to ^ 144.98 Lakhs as against ^ 275.36 Lakhs in the previous year. The Net Profit for the year amounted to ^ 204.37 Lakhs as against Net Profit of ^ 144.29 Lakhs reported in the previous year.

CONSOLIDATED

The Consolidated Revenue from Operations amounted to ^ 3,635.22 Lakhs as against ^ 3,274.41 Lakhs in the previous year. The Consolidated Profit before Tax amounted to ^ 173.49 Lakhs as against Consolidated Profit before Tax amounted to ^ 258.16 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to ^ 276.42 Lakhs as against Consolidated Net Profit after Tax amounted to ^ 131.53 Lakhs in previous year.

3. TRANSFER TO RESERVES

Your directors proposed to transfer ^204.37 Lakhs to the general reserve out of the profits available with the Company for appropriations. For complete details on movement in Reserves and Surplus during the financial year ended 31^st March, 2025, please refer to the note of ''Other Equity'' included in the standalone and consolidated financial statements of this Annual Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 (2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the financial conditions and result of operations of the Company for the year under review is presented in a separate section forming part of this Annual Report.

5. DIVIDEND

Based on the Company''s performance and considering the accumulated profit of the previous years, your directors have recommended a dividend of ^ 0.125/- (One Twenty-five Paise) i.e. 2.5% per equity share of Face Value ^5.00 (Rupees Five only) each (previous year ^ 0.25/- per equity share i.e. 5% on the equity share of ^5/- each) for the financial year 2024-25 subject to the TDS as may be applicable. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Company''s Register of Members and are beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL) as on the date of book closure date and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, September 24, 2025 to Tuesday, September 30, 2025 (both days inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31, 2025.

6. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year under review.

7. LISTING OF SHARES WITH STOCK EXCHANGES

The equity shares of the Company are presently listed and actively traded on the Main Board of BSE Limited and the National Stock exchange of India Limited.

8. SHARE CAPITAL

a) Change in Capital Structure of the Company During the Year:

During the period under review, the following changes were made to the Authorized & Paid-up Share Capital of the Company:

i) The Authorized Share Capital of the Company was increased from ^15,00,00,000/- (Rupees Fifteen Crores Only) to ^25,00,00,000/- (Rupees Twenty-Five Crores Only).

ii) The Company undertook a sub-division/ stock split of its existing equity shares from 1 (one) equity share of face value of ^10/- each (fully paid-up) into 2 (two) equity shares of face value of ^ 5/- each, fully paid-up; and

iii) The Company issued Bonus Equity Shares in the ratio of 1:2, i.e. 1 (one) fully paid-up equity share of ^5/-each for every 2 (two) equity shares held, resulting in an increase in the total number of equity shares.

Pursuant to the above corporate actions:

• The Authorized Share Capital of the Company, as on 31^st March, 2025, stands at ^25,00,00,000/- (Rupees Twenty-Five Crores only), divided into 5,00,00,000 (Five Crore) equity shares of ^5/- (Rupees Five only) each.

• The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2025 is ^ 15,88,51,875/- (Rupees Fifteen Crore Eighty-Eight Lakh Fifty-One Thousand Eight Hundred and Seventy-Five only) divided into 3,17,70,375 (Three Crore Seventeen Lakh Seventy Thousand Three Hundred and Seventy-Five) equity shares of ^5/- (Rupees Five only) each, fully paid-up.

b) Status of Shares in D-mat Form:

As members are aware, the Company''s equity shares are mandatorily tradable in electronic form, in line with the provisions of the Depositories Act, 1996 and SEBI Regulations. As on 31^st March, 2025, the Company has a total of 3,17,70,375 equity shares of ^ 5/- each, fully paid-up.

The break-up of equity shares held in dematerialized and physical form is as follows:
Sr. No.	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialized form in CDSL	1,10,53,039	34.79%
2	Held in dematerialized form in NSDL	2,06,60,126	65.03%
3	Held in Physical form	57,210	0.18%
Total		3,17,70,375	100.00%

The Company regularly communicates with shareholders holding shares in physical form, encouraging them to convert their holdings into dematerialized form for ease of trading and improved security.

9. DEPOSITS

During the financial year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, the provisions of Chapter V of the Act relating to acceptance of deposits are not applicable to the Company. Consequently, the requirement to furnish details relating to deposits covered under the said Chapter or any non-compliance in relation thereto does not arise.

Further, as on 31^st March, 2025, the Company has no unclaimed deposits, unclaimed/ unpaid interest and no amounts pending to be transferred to the Investor Education and Protection Fund.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2025, your Company has the following Subsidiaries and Associate Companies:

Name of the Company	CIN/ Registration Number	Status of the Company
Faradigm Ultracapacitors Private Limited	U74999MP2017PTC043840	Wholly Owned Subsidiary
AIC- Aartech Solonics Private Limited	U74999MP2017PTC043330	Wholly Owned Subsidiary
Enerqual Technology Private Limited	U31904MH2018PTC314320	Associate Company
Epsilon Ten Ltd	13249048	Associate Company (UK based Company)

In accordance with the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s Subsidiaries and Associates for the financial year ended 31st March, 2025 in the prescribed format Form AOC-1, forms part of this Report and is annexed herewith as “Annexure- A”.

The said statement provides details on the financial performance and the position of each of the subsidiaries and associate company.

The annual accounts of the Subsidiaries and Associates and other related information shall be made available to any member of the Company on request. These documents are also available for inspection at the registered office of the Company during business hours.

Furthermore, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements, including the Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and Associates, are available on the website of the Company at www.aartechsolonics.com .

The Policy for determining material subsidiary, as approved by the Board of Directors, is also available on the Company''s website at https://aartechsolonics.com/docs/disclosures/policies/policy-for-determining-material-subsidiaries.pdf.

11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and the rules made thereunder, the following individuals held office as the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

S. No	Name of Directors/ KMPs	Current Designation	Original date of appointment	Nature of changes	Date of Cessation	DIN/PAN
1	Mr. Amit Anil Raje	Chairman & Managing Director	01/04/2007	* Refer Note 1	-	00282385
2	Mrs. Arati Nath	Woman Director & CEO	12/05/2020	* Refer Note 2	-	08741034
3	Mr. Anil Anant Raje	Non-executive director	24/08/1982	-	-	01658167
4	Mr. Prashant Dattatray Lowlekar	Independent Director	27/02/2018	-	-	08041377
5	Mr. Kshitij Negi	Independent Director	08/02/2021	-	-	09046425
6	Ms. Supriya Sunil Chitre	Independent Director	23/03/2023	-	-	09237218
7	Mr. Pradeep Vasant Narkhede	Chief Financial Officer	12/05/2020	-	-	A********H
8	Mr. K R T anuj Reddy	Company Secretary & Compliance Officer	08/06/2018			A********Q

*Note 1:

On the recommendation of the Nomination and Remuneration Committee and with the approval of the Board of Directors at its meeting (Meeting No. 06/2024-25) held on 05^th September, 2024, Mr. Amit Anil Raje (DIN: 00282385), who has been serving as the Chairman and Managing Director of the Company, was reappointed for a further period of 5 (five) consecutive years, effective from the conclusion of his existing/ current term, i.e. 12^th May, 2025, to 11^th May, 2030 (both days inclusive).

The reappointment was approved by the Members through a Special Resolution passed at the 42nd Annual General Meeting of the Company held on 30^th September, 2024. The remuneration payable to Mr. Amit Anil Raje remains as previously approved by the Members at the 40^th Annual General Meeting held on 09^th September, 2022.

*Note 2:

On the recommendation of the Nomination and Remuneration Committee and with the approval of the Board of Directors at its meeting (Meeting No. 06/2024-25) held on 05^th September, 2024, Mrs. Arati Nath (DIN: 08741034), who has been serving as the Chief Executive Officer (CEO) & Director of the Company, was reappointed for a further period of 5 (five) consecutive years, effective from the conclusion of her existing/ current term, i.e. 12^th May, 2025, to 11^th May, 2030 (both days inclusive).

The reappointment was approved by the Members through a Special Resolution passed at the 42nd Annual General Meeting held on 30th September, 2024. The remuneration payable to Mrs. Arati Nath remains as previously approved by the Members at the 40th Annual General Meeting held on 09th September, 2022.

a) Directors seeking appointment/ re-appointmenti) Directors retire by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Arati Nath (DIN: 08741034), Executive Director, is liable to retire by rotation at the ensuing 43rd Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the shareholders.

ii) Reappointment of Independent Director for a second term:

In accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Regulations 17, 25 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at its meeting held on 05^th September, 2025, the Board recommends the reappointment of Mr. Kshitij Negi (DIN: 09046425) as an Independent Director.

Mr. Kshitij Negi (DIN: 09046425), who currently holds office as an Independent Director up to 07^th February, 2026 and has submitted a declaration confirming that he meets the criteria for independence as prescribed under the Act and the Listing Regulations, and has consented to his re-appointment, is proposed to be reappointed for a second term of 5 consecutive years w.e.f conclusion of his existing term i.e. 08^th February, 2026 to 07^th February, 2031. He shall not be liable to retire by rotation.

The Board recommends his re-appointment for approval of the members of the Company at the ensuing 43^rd Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

b) Woman Director

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed Mrs. Arati Nath (DIN: 08741034) as a Woman Director & Chief Executive Officer (CEO) on the Board. Additionally, Ms. Supriya Sunil Chitre (DIN: 09237218) has been appointed as a Woman Independent Director on the Board.

c) Independent Directors and their Declaration

The Company has 3 (Three) Non-Executive Independent Directors on its Board, which is in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The terms and conditions of appointment of the Independent Directors are available on the website of the Company viz https://aartechsolonics.com/docs/disclosures/policies/terms-and-conditions-for-appointment-of-independent-director.pdf.

All Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. In line with Regulations 25 (8) of the SEBI (LODR) Regulations, each Independent Director has also confirmed at the first meeting of the Board in the financial year, or whenever applicable due to a change in circumstances , that they continue to meet the independence criteria and are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that may impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

During the financial year 2024-25, and in adherence to the Code for Independent Directors outlined in Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on Wednesday, 11^th December, 2024 without the presence of Executive Directors or members of management. The Independent Directors, at this meeting:

• Reviewed the performance of Non-Independent Directors and the Board as a whole,

• Evaluated the performance of the Chairman of the company, taking into account the views of Executive and Non-Executive Directors,

• Assessed the quality, quantity, and timeliness of the flow of information between the Company''s management and the Board, and

• Discussed other strategic matters pertaining to the Company''s operations and future outlook. The said meeting was conducted without the presence of any executive or non-executive board members. The requisite quorum was present at the meeting.

In the opinion of the Board, the Independent Directors possess the appropriate balance of expertise, experience, integrity and independence. They bring valuable perspectives and judgement of Board deliberations and are independent of management. Their proficiency, as required under Section 150(1) of the Companies Act, 2013, has been ascertained through the online proficiency self-assessment test conducted by the Indian Institute of

Corporate Affairs. All Independent Directors have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Furthermore, none of the Independent Directors holds office as an Independent Director in more than seven listed companies, as prescribed under Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The tenure of Independent Directors is governed in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant rules, as amended from time to time.

d) Programme for familiarization of Directors

The Company conducts a structured familiarization programme for its directors, both at the time of their appointment and at regular intervals thereafter. These programmes are designed to provide Directors with insights into their roles, rights, responsibilities, and duties under applicable laws and governance practices. They are also apprised of the nature of the industry in which the Company operates, the business model of the Company, and key operational and strategic developments.

The objective of the programme is to ensure that Directors are fully equipped to effectively participate in Board deliberations and contribute meaningfully to the Company''s decision-making processes.

The details of the familiarization programmes conducted during the financial year are available on the website of the company viz https://aartechsolonics.com/docs/disclosures/policies/details-of-familiarization-programmes-imparted-to-independent-directors.pdf.

e) Changes in the position of Key Managerial Personnel (KMP) other than Directors of the Company

During the period under review, there were no changes in the position of the Key Managerial Personnel of the Company, other than the Directors.

12. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS(a) Constitution of the Board

The composition of the Board is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company follows a policy of maintaining an optimum combination of Executive and Non-Executive Directors to ensure a balanced and effective Board structure.

As on 31^st March, 2025, the Board of Directors of the Company comprised 6 (Six) Directors, as detailed below:

• 2 (Two) Executive Directors;

• 1 (One) Non-executive, Non-Independent Director;

• 3 (Three) Non-Executive, Independent Directors.

Mr. Amit Anil Raje, Chairman & Managing Director and Mr. Anil Anant Raje, Non-executive Director, are the Promoters of the Company and Mrs. Arati Nath, Director & CEO, is part of Promoter Group of the Company.

The Board consists of individuals with diverse qualifications, expertise, and experience in various fields such as business management, finance, operations, and governance. Their collective wisdom and strategic insights significantly contribute to the effective functioning and oversight responsibilities of the Board.

(b) Meetings of the Board

The Company prepares and circulates an annual calendar of Board Meetings in advance to help Directors plan their schedules. The agenda for each meeting, along with the relevant notes, reports, recommendations, and supporting documents, is circulated to the Directors well in advance. This enables meaningful and informed participation in the deliberations and decision-making processes of the Board.

During the Financial Year 2024-25, the Board met 08 (Eight) times. The maximum interval between any two consecutive meetings did not exceed the prescribed limit of 120 days, thereby complying with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors has unrestricted and complete access to all information within the Company, which enables them to effectively discharge their responsibilities and take informed decisions. The Company ensures that comprehensive information is made available to the Board on a timely basis, including but not limited to the following:

- Financial results of the Company and its Subsidiaries;

- Minutes of meetings of the Board and its Committees, resolutions passed by circulation, and minutes of meetings of the Boards of Subsidiary Companies;

- Periodic compliance reports, including reports on any instances of non-compliance, if any;

- Disclosures received from Directors regarding their interests and other declarations;

- Details of related party transactions;

- Regular business and operational updates;

- Action T aken Report on the decisions taken in previous Board Meetings;

- Policies approved and reviewed by the Board from time to time;

- Code of Conduct applicable to the Board members and senior management;

- Interactions with Statutory Auditors and discussions held in Audit Committee meetings.

This structured access to information helps ensure high standards of governance and transparency within the Company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

During the financial year ended 31st March, 2025, the Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder with respect to loans granted, guarantees provided, and investments made.

Pursuant to Section 186(4) of the Act, read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of loans, advances, guarantees and investments made by the Company during the year are disclosed in the notes to the financial statements. Further, the requisite disclosures in this regard have also been provided in Form AOC-2, which forms part of this Report.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has adopted a robust framework for identifying, reviewing, and approving Related Party Transactions.

The Company has in place a Policy of Related Party Transactions, which outlines the process and manner of dealing with such transactions in compliance with the applicable legal framework. The Policy is available on the Company''s website and can be accessed at:

https://aartechsolonics.com/docs/disclosures/policies/policy-on-dealing-with-related-party-transactions.pdf.

During the financial year under review, all related party transactions entered into by the Company were in the ordinary course of business, on an arm''s length basis, and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval. The Company follows a defined procedure for the review of such transactions and obtains omnibus approval from the Audit Committee for transactions that are repetitive in nature, subject to applicable thresholds and conditions.

There were no materially significant related party transactions during the year that may have a potential conflict with the interests of the Company at large.

Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act are provided in Form AOC-2, which forms part of this Annual Report and is annexed as Annexure - B.

Further, disclosures as required under Indian Accounting Standard - 24 (Ind AS 24) - Related Party Disclosures, have been made in the notes forming part of the Standalone Financial Statements for the year ended 31st March, 2025.

15. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory committees to address specific areas and activities that require focused oversight and in-depth review. These Committees are established with the approval of the Board and operate under their respective Charters, in accordance with applicable laws and regulations.

The Committees play a vital role in supporting the Board in the effective governance and management of the Company''s affairs. They meet at regular intervals to perform the responsibilities entrusted to them by the Board. The minutes of all Committee meetings are placed before the Board for its review and noting.

The Board has currently constituted the following Committees:

(a) Audit Committee

The Audit Committee was constituted by the Board of Directors in compliance with the provisions of Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition, quorum, terms of reference, functions, powers, roles and scope of the Audit Committee are in line with the requirements stipulated under the above-mentioned legal and regulatory frameworks. The primary objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to

monitoring the financial reporting process, reviewing the Company''s internal financial control systems, overseeing governance processes, and reviewing statutory and internal audit reports and activities.

As on 31^st March, 2025, the Audit Committee is chaired by Mr. Prashant Dattatray Lowlekar. The other members of the Committee are Mr. Kshitij Negi, Mr. Amit Anil Raje and Ms. Supriya Sunil Chitre. All members of the Committee possess the necessary financial expertise and experience.

The Board affirms that all members of the Audit Committee are financially literate and possess the requisite knowledge in accounting and financial management.

In addition to the Committee members, the Statutory Auditors, Chief Financial Officer, Chief Accounting Officer, and Internal Auditors are invited to attend Audit Committee Meetings, as and when required. The Company Secretary of the Company acts as the Secretary to the Committee.

Committee during the first Board Meeting of the Company for the financial year 2024-25, held on 30th May, 2024. Consequently, the Audit Committee of the Company was reconstituted with effect from 30th May, 2024.

Furthermore, the details pertaining to the composition of the Committee, terms of reference, powers, duties and responsibilities, as well as meeting and attendance records, are provided in the Corporate Governance Report, which forms part of this Annual Report.

Details of establishment of vigil mechanism for directors and employees

In terms of Section 177(9) of the Companies Act, 2013 and the rules framed there under, the Company has adopted a Vigil Mechanism and Whistle Blower Policy. The policy is aimed at promoting ethical behavior, transparency, and accountability in the conduct of the Company''s affairs by upholding the highest standards of professionalism, honesty, integrity, and ethical conduct.

The Vigil Mechanism is applicable to all permanent employees of the Company and provides a framework for reporting concerns about unethical behavior, actual or suspected fraud, or violations of the Company''s Code of Conduct and Ethics. The mechanism ensures adequate safeguards against victimization of employees who report such concerns and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

Protected disclosures can be made through various channels, including email, a dedicated telephone line, or by letter addressed to the appropriate authority.

Further, during the financial year 2024-25, no whistle blower complaints were received against any Promoter, Directors, or employees of the Company.

The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company https://aartechsolonics.com/docs/disclosures/policies/vigil-mechanism-policy.pdf.

(b) Stakeholder''s Relationship Committee

The Stakeholder''s Relationship Committee has been constituted by the Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary role of the Committee is to look into the redressal of shareholders and investors grievances, including issues related to transfer/transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, payment of unclaimed dividends and other related matters.

In addition to grievance redressal, the Committee also reviews and investigated matters that can enhance investor services and strengthen investor relations. The Board is kept informed of all significant developments concerning shareholders'' issues through regular reports and statements submitted by the Committee throughout the year.

As on 31^st March, 2025, the Stakeholder''s Relationship Committee is chaired by Mr. Kshitij Negi. The other members of the Committee are Mr. Anil Anant Raje, Mr. Amit Anil Raje and Ms. Supriya Sunil Chitre. All members of the Committee possess the necessary expertise and experience.

In compliance with Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Stakeholders Relationship Committee reports to the Board as and when necessary, regarding the status of redressal of shareholder complaints.

Stakeholder''s Relationship Committee at the first Board Meeting of the Company for the financial year 2024-25, held on 30th May, 2024. Consequently, the Stakeholders Relationship Committee was reconstituted with effect from the same date..

Furthermore, detailed information regarding the Committee''s composition, terms of reference, powers, duties, responsibilities, number of meetings held, and attendance records of members is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Nomination and Remuneration Committee has been constituted by the Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This policy applies to all Directors, Key Managerial Personnel (KMP), Senior Management, and other employees of Aartech Solonics Limited (“the Company”). The Committee strongly believes that effective succession planning for senior leadership is a critical element for ensuring long-term sustainability and robust future growth of the Company.

As on 31^st March, 2025, the Nomination and Remuneration Committee comprises four (4) members - three (3) NonExecutive, Independent Directors and one (1) Non-Executive Director. Mr. Kshitij Negi serves as the Chairman of the Committee. The other members are Mr. Anil Anant Raje, Mr. Prashant Dattatray Lowlekar and Ms. Supriya Sunil Chitre. The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

Nomination and Remuneration Committee at the first Board Meeting of the Company for the financial year 2024-25, held on 30th May, 2024. Accordingly, the Nomination and Remuneration Committee was reconstituted with effect from the same date.

The Nomination and Remuneration policy was adopted by the Board upon the recommendation of the Nomination & Remuneration Committee. This policy outlines the framework for selection, appointment, evaluation, and remuneration of Directors, KMPs, and Senior Management Personnel, and is available on the website of the Company at the following web link: https://aartechsolonics.com/docs/disclosures/policies/nomination-remuneration-policy.pdf.

Furthermore, detailed information relating to the Committee''s terms of reference, powers, roles & responsibilities, meetings held, and attendance of members is provided in the Corporate Governance Report, which forms part of this Annual Report.

• Mechanism for evaluation of the Board, Committees, Chairperson and Individual Directors

The Company has adopted a formal and structured process for annual performance evaluation of the Board, its Committees, the Chairperson, Executive and Non-Executive Directors, including Independent Directors, in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee, in consultation with the Board, defined the methodology and criteria for the evaluation process. A comprehensive and structured questionnaire was circulated to all Directors, covering various parameters such as the functioning, composition, governance culture, performance, and responsibilities of the Board and its Committees, as well as individual performance of Directors, the CEO & Managing Director, and the Chairperson.

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Independent Directors carried out the performance evaluation of Executive Directors and the functioning of the Board as a whole. A separate meeting of Independent Directors was held on 11th December, 2024, to specifically review the performance of the Chairperson, Executive Directors, and the Board. Based on the feedback received through the evaluation process, the Board expressed its satisfaction over the performance and functioning of the Board, Committees, and Individual Directors.

Criteria for evaluation of Board as a whole

a. Board Composition & Quality;

b. Board Meetings;

c. Committees;

d. Core Governance & Compliance; and

e. Risk Management.

Criteria for evaluation of Committees

a. Structure of committees;

b. Appropriateness of delegation of responsibilities by the Board to its committees;

c. Composition of the committees;

d. The meetings are conducted in a manner that ensures open communication and meaningful participation;

e. The amount of information received is appropriate for discussion and decision-making purposes;

f. The reporting by each of the Committees to the Board is sufficient;

g. Committees takes effective and proactive measures to perform its functions; and

h. The frequency of the Committee meetings is adequate.

Criteria for evaluation of Chairperson

a. Leadership; and

b. Managing Relationships.

Criteria for evaluation of the Executive Directors

a. Strategy Formulation & Execution;

b. Board Meetings;

c. Interpersonal Skills;

d. Leadership;

e. Diligence; and

f. Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

a. Knowledge & Expertise;

b. Participation in Board Meetings;

c. Interpersonal Skills;

d. Professional Conduct & Independence;

e. Diligence;

f. Roles & Responsibilities; and Disclosure & Reporting.

• Company''s policy on remuneration of Directors, KMP''S and Other Employees

The Nomination and Remuneration Policy of the Company was adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The Policy provides a transparent framework for determining the remuneration of Directors, Key Managerial Personnel (KMPs), Senior Management, and other employees, in alignment with the objectives of attracting, motivating, and retaining high-caliber talent.

The Policy also lays down the criteria for determining qualifications, positive attributes, and independence of Directors, in accordance with the provisions of Section 178(3) of the Companies Act, 2013.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the required information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is annexed to this Report and forms an integral part of the Annual Report.

The said information is provided in “Annexure- C” to this Annual Report.

17. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures are annexed to this Report as Annexure-D.

During the financial year 2024-25, no employee of the Company, whether employed throughout the year or for part of the year, was in receipt of remuneration exceeding the limits specified under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the disclosures under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are not applicable to the Company for the year under review.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

19. AUDIT REPORT AND AUDITORS(a) Statutory Auditors & their Reports

M/s BANCRS & Co. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), were appointed as the Statutory Auditors of the Company for a term of Five (5) years, commencing from the conclusion of the 41^st Annual General Meeting (AGM) till the conclusion of the 46^th Annual General Meeting of the Company, to be held in the year 2028.

The Statutory Auditors were appointed at a remuneration of ^2.50 Lakhs (Rupees Two Lakh Fifty Thousand Only), which includes fees for statutory audit, consolidation of accounts, Limited Review Reports plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have confirmed that they meet all eligibility criteria prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also submitted the requisite eligibility certificate pursuant to Section 141 of the Companies Act, 2013.

Further pursuant to regulation 36(5) of SEBI (LODR) Regulations, 2015, the details and credentials of the statutory auditor are as under:

M/s BANCRS & Co. LLP is a firm of Chartered Accountants established in the year 2022. The firm is engaged in providing services including Audit, Accounting, Taxation and Advisory services. The firm comprises 5 Partners and a team of over 15 plus staff members and is empaneled with various regulatory bodies.

The firm holds a Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI) under the Statement on Peer Review. The firm''s team includes Chartered Accountants, Cost Accountants (CWAs), Information System Auditors (DISA), and Company Secretaries (CS), among other qualified professionals.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), has fulfilled and complied all the conditions and statutory requirements as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted their eligibility certificate to the Company and also meets the criteria as specified in Section 141 of the Companies Act, 2013.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have audited the books of accounts of the Company, both standalone and consolidated, for the financial year ended 31^st March, 2025 and have issued their Independent Auditor''s Report thereon. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer. However, the report includes an “Emphasis of Matter” paragraph, which does not modify the auditor''s opinion. No frauds were reported by the auditors under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board during the year under review.

The Auditor''s Report, read in conjunction with the notes to the financial statements, is self-explanatory and does not call for any further explanation or comments under Section 134(3)(f) of the Companies Act, 2013.

(b) Secretarial Auditors & their Reports

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s APVN & Associates, Practicing Company Secretaries, Bhopal, as the Secretarial Auditor of the Company for the financial year 2024-25, at its meeting held on 30^th May, 2024.

The Secretarial Audit was conducted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report for the

financial year ended 31^st March, 2025, issued by M/s APVN & Associates, Practicing Company Secretaries, Bhopal in Form MR-3, is annexed to this Board''s Report and forms part of the Annual Report as “Annexure- E”. The report is self-explanatory and does not contain any qualifications, reservations, adverse remarks, or observations requiring Board clarification.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the year ended 31^st March, 2025, as issued by the Secretarial Auditor, was submitted to the Stock Exchanges within the prescribed timelines and is also available on the Company''s website at www.aartechsolonics.com. This report also confirms that there were no qualifications, observations, or adverse remarks during the period under review.

In compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 21^st May, 2025, approved the appointment of M/s. APVN & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1st April, 2025 to 31st March, 2030, subject to approval of the shareholders at the ensuing 43^rd Annual General Meeting.

The Company has obtained a consent and eligibility letter from the firm, confirming its compliance with the eligibility criteria prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). They have also confirmed that they are not disqualified from being appointed and have no conflict of interest.

Further, they have declared that they have not undertaken any prohibited no secretarial audit assignments for the Company, in compliance with Section 204 of the Companies Act, 2013 and the rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions. Further, the firm has the necessary qualifications, expertise, and experience to carry out the Secretarial Audit and to issue the Annual Secretarial Compliance Report in accordance with applicable laws.

After careful evaluation of the firm''s professional competence, independence, and track record, the Audit Committee and the Board are of the opinion that M/s. APVN & Associates, Practicing Company Secretaries, is well-suited for the said appointment.

(c) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting (01/2024-25) held on Thursday, 30^th May, 2024, approved the appointment of M/s. Simran Khanuja & Co., Practicing Chartered Accountants (Firm Registration No. 035454C), Bhopal as the Internal Auditor of the Company for the financial year 2024-25.

The Company obtained a consent and eligibility certificate from the firm, confirming their readiness and compliance with the applicable provisions of the Companies Act, 2013. The firm was entrusted with the responsibility of conducting the internal audit of the Company and to provide independent assurance on the adequacy and effectiveness of the internal control systems, risk management frameworks, and corporate governance processes.

The scope, frequency, and methodology of the internal audit were reviewed and approved by the Audit Committee. The internal audit was conducted during the year as per the approved plan. Any significant observations or recommendations were discussed with the management, and appropriate corrective actions were taken wherever required. No material issues were reported during the period under review.

Considering the satisfactory performance of the internal auditors and upon the recommendation of the Audit Committee, the Board of Directors, in its meeting held for FY 2025-26, has continued the engagement of M/s. Simran Khanuja & Co., Practicing Chartered Accountants, Bhopal (Firm Registration No. 035454C) as the Internal Auditor of the Company for the financial year 2025-26.

20. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has specified certain class of companies which are required to maintain cost records.

Your Company does not fall within the purview of the said provisions and accordingly, the maintenance of cost records as prescribed under Section 148(1) of the Act is not applicable to the Company for the financial year under review.

21. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors confirms that there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year (i.e., 31st March, 2025) and the date of this Report.

22. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance by ensuring transparency, accountability, and integrity in all its operations and interactions. Our Corporate Governance practices are aimed at enhancing shareholder value while safeguarding the interests of all stakeholders, including clients, employees, investors, regulatory authorities, and the community at large.

The functions of the Board of Directors are clearly defined and structured to enable effective oversight and strategic guidance. The Board has constituted various committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and others, to ensure robust governance mechanisms and the smooth functioning of the Company.

At Aartech Solonics Limited, we remain committed to good corporate governance and continuously benchmark our practices against global standards. We are dedicated to upholding the rights of shareholders, including minority shareholders, and fostering a culture of ethical and responsible decision-making.

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report, highlighting the Company''s compliance with the prescribed governance norms, forms part of the Annual Report and is annexed as “Annexure - F".

A certificate from M/s. APVN & Associates, Practicing Company Secretaries, a peer-reviewed firm, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, is also annexed to the Report as “Annexure- G" of this Annual Report.

Additionally, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company, in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifying the accuracy and fairness of the financial statements and cash flow statements, the adequacy of internal control systems for financial reporting, and the disclosure of any material matters to the Audit Committee, is also part of this Annual Report.

23. GOVERNANCE CODES(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for the Board of Directors and Senior Management ("the Code”) which is applicable to all members of the Board and designated Senior Management Personnel. The Code lays down the principles and standards that are expected to guide the actions and behavior of Directors and Employees in the conduct of Company affairs. The Code emphasizes honesty, integrity, fairness and ethical conduct, professionalism. Courtesy, and respect, Compliance with applicable laws, rules, and regulations, and avoidance of conflicts of interest in professional and personal dealings.

The Code has been uploaded on the Company''s website and can be accessed at the following link

https://aartechsolonics.com/docs/disclosures/policies/code-of-conduct-for-board-members-and-senior-

management-personnel.pdf.

All members of the Board and the Senior Management team are required to affirm compliance with the Code annually. The Code has been duly circulated among the Directors and Senior Management, and annual declarations confirming compliance are obtained from them. A declaration to this effect, signed by the Chief Executive Officer, is annexed to this Annual Report as “Annexure - H".

In addition, members of the Senior Management are required to periodically disclose to the Board any material, financial, or commercial transactions in which they may have a personal interest and which could potentially conflict with the interests of the Company.

(b) Conflict of Interests

To ensure transparency and integrity in the decision-making process, each Director of the Company is required to disclose annually to the Board the details of the Board and Committee sposition they hold in other companies, including any Chairmanships. Any changes in these positions during the year are promptly communicated to the Company.

The Members of the Board, in the performance of their duties, avoid any potential conflict of interest by ensuring that their personal interests do not interfere with the Company''s decision-making process. Specifically, Board members refrain from participating in discussions or voting on any matters or transactions in which they have a personal concern or interest.

This approach ensures that all decisions taken by the Board are in the best interests of the Company and its stakeholders, free from any bias or conflicts.

(c) Insider Trading Code

The Company has adopted a Code of conduct for Prevention of Insider Trading ("the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (the “PIT Regulations”).

The Code is applicable to all insiders, including designated persons, their immediate relatives, connected persons, fiduciaries and intermediaries associated with the Company. This Code came into effect from the date of listing of equity shares of the Company on a recognized Stock Exchange in India following the initial public offering (IPO) of the equity shares of the Company.

The Company has designated the Company Secretary as the Compliance Officer to monitor and ensure strict adherence to the PIT Regulations. The Code is available on the Company''s website for reference at www.aartechsolonics.com.

Further we are pleased to report that there have been no violations of the Insider Trading Regulations for the year ended 31st March, 2025. The Company has consistently adhered to and complied with all the provisions stipulated under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirm that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2025 on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are 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; and

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has implemented an effective internal control and risk mitigation system that is continuously evaluated and strengthened to ensure compliance with industry standards. These systems are regularly updated to reflect any changes in operational procedures, thus maintaining their relevance and effectiveness.

The internal control framework of the Company is aligned with its size, scale, and the complexity of its business operations. It ensures the orderly and efficient conduct of business, safeguarding of assets, prevention of fraud and errors, and accuracy in financial reporting.

The Audit Committee of the Board actively monitors and reviews the adequacy and effectiveness of these internal control systems. Based on their assessments, recommendations for improvements are made to further strengthen the controls in place.

Furthermore, the Company leverages a robust Management Information System (MIS), which plays an integral role in the overall internal control mechanism. The MIS ensures timely and accurate reporting of data and facilitates informed decision-making at various levels of the organization.

26. RISK MANAGEMENT

Risk Management is a core element of Corporate Governance at your Company. We believe that a comprehensive Risk Management framework is essential for ensuring adequate controls, monitoring mechanisms, and the smooth and efficient functioning of our business operations. A risk-aware organization is better positioned to maximize shareholder value by proactively addressing potential threats.

Your Company has developed and implemented a well-defined Risk Management Framework that operates at various levels across the organization. This framework provides a strategic defense mechanism for identifying and managing risks, safeguarding business continuity, and supporting the achievement of corporate goals.

The Company follows established risk assessment and minimization procedures, which are periodically reviewed and updated by the Board of Directors. This ensures that the risk management processes remain relevant and effective in the face of evolving business conditions and challenges.

The Business Risk Management Framework aids in identifying both risks and opportunities that could impact the Company''s objectives. It evaluates the likelihood and potential impact of various risks, enabling the development of appropriate response strategies.

The Company is exposed to market risk, credit risk and liquidity risk and the details of these risks are outlined in Note 38.4, 38.5, and 38.6 of the standalone financial statements, which forms part of this Annual Report.

27. ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013, the Company has prepared its Annual Return is Form MGT-7. A copy of the Annual Return will be made available on the Company''s website at www.aartechsolonics.com.

28. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year under review.

29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The Business Responsibility & Sustainability Report (BRSR), as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the company.

30. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS

During the financial year under review, no significant or material orders have been passed by any Regulators / Courts / Tribunals that would impact the going concern status of the Company or its future operations.

31. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company affirms that, during the financial year under review, it has complied with all the applicable mandatory Secretarial Standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

32. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

At Aartech Solonics, we consider our employees to be our most valuable asset. The Company has always focused on building strong teams of skilled professionals to support its diverse products and projects. We continue to attract the right talent, foster a culture of learning, and take proactive steps to retain this talent.

Ensuring safe working conditions in all offices is a priority, and we are committed to maintaining an environment that supports both personal and professional growth. Our Human Resources strategy is aligned with the size, nature, and operations of the Company, and we continue to invest in skill enhancement through regular training programs.

The industrial relations have remained cordial, reflecting a positive work environment across the organization.

As of 31st March, 2025, the Company employed 69 permanent employees, compared to 79 on 31st March, 2024. We have an established performance appraisal system that is applicable to all employees to support their development and growth.

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

At Aartech Solonics, we are committed to providing a safe and respectful work environment where every individual is treated with dignity. We strive to foster a culture of equality and inclusivity, encouraging professional growth and offering equal opportunities for all employees.

The Company maintains a strict zero-tolerance policy towards any form of sexual harassment and takes all necessary actions to ensure that employees are not subjected to any harassment, including sexual harassment. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has implemented a comprehensive policy for prevention, prohibition, and redressal of sexual harassment at the workplace. This policy is applicable to all employees, including permanent, contractual, temporary, and trainees.

The Company has also constituted an Internal Complaints Committee (ICC) to address and resolve any complaints of sexual harassment as per the legal requirements. The names and contact details of all committee members are prominently displayed on the Company''s notice board, along with the Policy on Prevention of Sexual Harassment (POSH), ensuring easy access for all employees. Regular awareness programs on POSH are conducted, and all new employees undergo a dedicated induction program on this policy.

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Aartech Solonics values the contributions of women in its workforce and believes that empowering women is not just about offering opportunities, but also about recognizing and supporting their health, safety, and work-life balance. The Company is fully committed to supporting mothers and ensuring that their rights and needs are respected.

In line with this commitment, the Company adheres to the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been provided with the benefits stipulated under the Act, including maternity leave and other related benefits. The Company remains dedicated to fostering a gender-inclusive workplace that supports working mothers, ensuring a healthy balance between work and personal life.

35. GENERAL DISCLOSURES

During the year under review, the Company has not entered into any transactions under the following provisions, and hence no disclosure or reporting is required:

a) Details relating to deposits covered under Chapter V of the Act and rules made there under.

b) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

d) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

e) As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. 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.

f) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

h) There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

i) There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

j) There is no one time settlement of loans taken from banks and financial Institution.

k) The details with respect to unpaid dividend for the financial year 2018-19, 2020-21, 2021-22, 2022-23 and 202324 can be accessed at https://aartechsolonics.com/docs/shareholders-information/transfer-of-shares-in-demat-mode/Dividend-History.pdf.

36. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

37. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its shareholders are among its most important stakeholders. In line with this belief, the Company is committed to achieving high levels of operating performance and cost competitiveness. The focus is on

consolidating and building for sustainable growth, enhancing the productive asset and resource base, and nurturing a strong corporate reputation. These efforts collectively contribute to enhancing long-term value for shareholders.

38. CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis, including those regarding the Company''s objectives, projections, estimates, expectations or predictions may constitute "forward-looking statements" as defined under applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could affect the Company''s operations include, but are not limited to, the availability and pricing of raw materials, cyclical demand and pricing in the Company''s principle markets, changes in government regulations, tax policies, economic developments in the country and other relevant factors.

39. APPRECIATIONS AND ACKNOWLEDGMENTS

Your Company''s organizational culture is grounded in professionalism, integrity, and a commitment to continuous improvement across all functions. This focus ensures the efficient utilization of resources, driving sustainable and profitable growth.

The Directors express their sincere gratitude and take this opportunity to place on record their appreciation for the dedication and commitment shown by the Company''s employees at all levels, which continues to be one of our greatest strengths.

We also extend our heartfelt thanks to the shareholders, investors, customers, visitors to our website, business partners, bankers, and other stakeholders for their continued confidence in the Company and its management. We look forward to their ongoing support as we continue to drive future growth.

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Mar 31, 2024

Your directors are pleased in presenting their 42^nd Annual Report on the business performance and operations along with the Audited Financial Statements with the Consolidated Financial Statements of the Company and the Auditor''s Report for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summary of the Standalone and Consolidated performances are set out below: - (Amount in ^ Lakhs)
	Standalone		Consolidated
PARTICULARS	Year ended 31st March 2024	Y e a r ended 31st March 2023	Year ended 31st March 2024	Y e ar ended 31st March 2023
Income from Operations	3,269.25	2,164.67	3,274.41	2,168.80
Other Income	327.24	229.33	314.71	212.54
Total Revenue	3,596.49	2,394.00	3,589.12	2,381.35
Less: Expenses	(3,321.14)	(2,194.20)	(3,330.96)	(2,177.73)
Profit before Finance Cost, Depreciation/ Amortisation Expenses & Tax	275.36	199.80	258.16	203.61
Share of Profit/ (loss) of Associates & Joint ventures				(1.62)
Exceptional Items	-	-	-	-
Profit before Depreciation/ Amortisation Expenses & Tax	275.36	199.80	258.16	205.23
Less: Depreciation/ Amortisation Expenses	-	-	-	-
Profit/ (Loss) before tax	275.36	199.80	258.16	205.23
Current Tax	(117.29)	(60.74)	(117.29)	(62.48)
Deferred Tax	(13.77)	(0.95)	(9.34)	(0.58)
Net Profit/ (Loss) after tax	144.29	138.11	131.53	142.17

2. BRIEF DESCRIPTION OF THE COMPANY''S OPERATIONS DURING THE YEAR / STATE OF COMPANY''S AFFAIR

STANDALONE

At Standalone level, the Revenue from operations amounted to ^ 3,269.25 Lakhs as against ^ 2,164.67 Lakhs in the previous year. The Profit before Tax amounted to ^ 275.36 Lakhs as against ^ 199.80 Lakhs in the previous year. The Net Profit for the year amounted to ^ 144.29 Lakhs as against Net Profit of ^ 138.11 Lakhs reported in the previous year.

CONSOLIDATED

The Consolidated Revenue from Operations amounted to ^ 3,274.41 Lakhs as against ^ 2,168.80 Lakhs in the previous year. The Consolidated Profit before Tax amounted to ^ 258.16 Lakhs as against Consolidated Profit before Tax amounted to ^ 205.23 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to ^ 131.53 Lakhs as against Consolidated Net Profit after Tax amounted to ^ 142.17 Lakhs in previous year.

3. CHANGE IN NATURE OF BUSINESS

There was no change in business of the Company during the year under review.

4. DIVIDEND

Based on the Company''s performance and considering the accumulated profit of the previous years, your directors have recommended a dividend of ^ 0.25/- (Twenty-five Paise) i.e. 5% per equity share of Face Value ^5.00 (Rupees Five only) each (previous year ^ 0.50/- per equity share i.e. 5% on the equity share of ^10/- each) for the financial year 2023-24 subject to the TDS as may be applicable. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Company''s Register of Members and are beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL) as on the date of book closure date and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday, September 24, 2023 to Monday, September 30, 2023 (both days inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31, 2024.

5. LISTING OF SHARES WITH STOCK EXCHANGES

The shares of the company were previously listed and actively traded on SME platform of BSE. During the year under review, the shares of the company migrated from SME platform of BSE to Main Board of BSE Limited and National Stock Exchange of India Limited with effect from 10^th July, 2023.

6. SHARE CAPITAL

a) Change in Share Capital of the Company During the year:

During the period under review, there has been no change in the Authorized Share Capital of the Company which stand at ^15,00,00,000/- (Rupees Fifteen Crores Only) divided into 15000000 (One Crore Fifty Lakh) equity shares of ^10/- (Rupees Ten only) each. The paid-up equity share capital as at March 31, 2024 is Rs. 10,59,01,250/- (Rupees Ten Crore Fifty-Nine Lakh One Thousand Two Hundred Fifty only) divided into 10590125 (One Crore Five Lakh Ninety Thousand One Hundred and Twenty-Five) equity shares of ^10/-(Rupees Ten only) each.

In order to improve the liquidity of the Company''s equity shares and to make these equity shares more affordable/accessible for the small retail investors to invest in the Company''s shares, the Board of Directors at its meeting held on June 20, 2024, decided some measures to facilitate the shareholders in the following manner.

i) Increasing Company''s Authorized Share Capital from Rs. ^15,00,00,000/- (Rupees Fifteen Crores Only) to Rs. ^25,00,00,000/- (Rupees Twenty Fives Crores Only).

ii) Sub-division/ split of existing equity shares of the Company from 1 (One) equity share having face value of Rs. 10/- each, fully paid-up into 2 (Two) equity shares having face value of Rs. 5/- each fully paid-up; and

iii) Issue of Bonus Equity Shares of the Company in the ratio of 1:2 [i.e. 1 (One) fully paid-up equity share for every 2 (Two) equity shares] having face value of Rs. 5/- each,

These proposals were presented before the members of the Company through postal ballot and was approved by the members with requisite majority, dated 26^th July, 2024.

b) Status of Shares in D-mat Form:

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024, the Company has 10590125 paid up equity shares of Rs. 10 each.

The details of the dematerialized and physical shares are as under:

Sr. No.	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialized form in CDSL	4035792	38.11
2	Held in dematerialized form in NSDL	6523928	61.6
3	Physical	30405	0.29
Total		10590125	100

7. TRANSFER TO RESERVES

Your directors proposed to transfer ^144.29 Lakhs to the general reserve out of the profits available with the Company for appropriations.

8. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

9. CORPORATE GOVERNANCE

Our Corporate Governance is directed at the enhancement of shareholder value, keeping in mind the interests of other stakeholders such as clients, employees, investors, regulatory bodies, etc. The functions of our Board of Directors are well defined. Aartech''s Board have taken various steps such as formulating and implementing various policies for strong and smooth functioning of company including setting up of sub-committees of the Board to oversee management functions. We are committed to good corporate governance and have benchmarked ourselves against global best practices also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A certificate from the Chief Executive Officer and Chief Financial Officer of the Company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. ANNUAL RETURN

The copy of annual return is prepared in form MGT-7 as per the provisions of the Companies Act, 2013 and will be placed on the Company website at www.aartechsolonics.com.

11. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company has the following subsidiaries and associates as at March 31, 2024:

a) Faradigm Ultracapacitors Private Limited: Wholly owned subsidiary

b) AIC- Aartech Solonics Private Limited: Wholly owned subsidiary

c) Enerqual Technology Private Limited: Associate Company

d) Epsilon Ten Ltd : Associate Company (UK based Company)

As per the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing brief financial details of the Subsidiaries and Associates for the Financial Year ended March 31, 2024 in Form AOC - 1 is included in the annual report and shall form part of this report as “Annexure- A”.

The annual accounts of the said Subsidiaries and Associates and other related information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and Associates, are available on the website of the Company at www.aartechsolonics.com.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made there under, following are the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2024:

S. N o	Name of Directors/ KMPs	Current Designation	Original date of appointment	Nature of changes	Date of Cessation	DIN/PAN
1	Mr. Amit Anil Raje	Chairman & Managing Director	01/04/2007	-	-	00282385
2	Mrs. Arati Nath	Woman Director & CEO	12/05/2020	-	-	08741034
3	Mr. Anil Anant Raje	Non-executive director	24/08/1982	* Refer Note 1	-	01658167
4	Mr. Prashant Dattatray Lowlekar	Independent Director	27/02/2018	-	-	08041377
5	Mr. Kshitij Negi	Independent Director	08/02/2021	-	-	09046425
6	Ms. Supriya Sunil Chitre	Independent Director	23/03/2023	* Refer Note 2	-	09237218
7	Mr. Pradeep Vasant Narkhede	Chief Financial Officer	12/05/2020	* Refer Note 3	-	A********H
8	Mr. K R Tanuj Reddy	Company Secretary & Compliance Officer	08/06/2018			A********Q

* Note 1:

Mr. Anil Anant Raje (DIN: 01658167), who has already attained the age of 75 years, to continue as Non-Executive Director on the Board of the Company, who is liable to retire by rotation, on the existing terms and conditions w.e.f. Special resolution passed through Postal Ballot on 19^th June, 2023.

* Note 2:

Ms. Supriya Sunil Chitre (DIN: 09237218), who was earlier appointed as an Additional Director (Non-executive, Independent) of the company on a meeting of the Board of Directors held of 23rd March, 2023, confirmed as Non-executive Independent Director of the Company, not liable to retire by rotation and to hold office for a first term of five consecutive years [from 23rd March,2023 upto 22nd March,2028 (both Inclusive)], w.e.f Special resolution passed through postal ballot on 19th June, 2023.

* Note 3:

Mr. Pradeep Vasant Narkhede, who had been appointed as Chief Financial Officer (''CFO'') of the Company on the meeting of Board of Directors held on 11th May, 2023, confirmed as CFO of the Company for a period of 5 (Five) years [from May 12th,2023 to May 11th, 2028(both days inclusive)] w.e.f. Special resolution passed through postal ballot on 19th June, 2023 and also designated as whole-time Key Managerial Personnel of the Company.

(a) Directors seeking appointment/ re-appointment

In terms of the provisions of the Companies Act, 2013, Mr. Amit Anil Raje (DIN: 00282385), Executive Director of the Company will retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

(b) Woman Director

Mrs. Arati Nath (DIN: 08741034) was appointed as a Woman Director & CEO and Ms. Supriya Sunil Chitre (DIN: 09237218) was appointed as a Woman Independent Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(c) Independent Directors and their Declaration

The Company is having 3 (Three) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company viz www.aartechsolonics.com.

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably

anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency of the independent director as ascertained from the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder and are independent of the management.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board. None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made thereunder, in this regard, from time to time.

(d) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company viz www.aartechsolonics.com.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The Company has duly complied the provisions of Section 186 of the Companies Act, 2013 and rule made there under upon extending loan, guarantee, or making any investments during the year ended 31st March 2024. Pursuant to Section 186 (4) read with rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements and also has been mentioned in AOC-2 as part of this Report.

14. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGS

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company''s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2024, the Company has 6 (Six) Directors. Out of the 6 (Six) Directors, 2 (Two) are Executive Directors; 1 (One) Non-executive Director and 3 (Three) are NonExecutive, Independent Directors.

Mr. Amit Anil Raje, Chairman & Managing Director and Mr. Anil Anant Raje, Non-executive Director of the Company, are the Promoters of the Company and Mrs. Arati Nath, Director & CEO comes into the category of Promoter Group of the Company. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 10 (Ten) times during the Financial Year 2023-24. The maximum interval between any two meetings did not exceed 120 days. The details of Board meetings held during the financial year 2023-24 are as follows:

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	11.05.2023	6	4
2.	21.06.2023	6	6
3.	14.08.2023	6	6
4.	06.09.2023	6	6
5.	25.10.2023	6	6
6.	09.11.2023	6	6
7.	11.12.2023	6	6
8.	15.01.2024	6	6
9.	12.02.2024	6	5
10.	19.03.2024	6	6

Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM)
Name of the Directors	Number of board meetings during the year 2023-24		Whether attended last AGM
	Held	Attended
Mr. Amit Anil Raje	10	10	Yes
Mrs. Arati Nath	10	10	Yes
Mr. Anil Anant Raje	10	10	Yes
Mr. Prashant Dattatray Lowlekar	10	10	Yes
Mr. Kshitij Negi	10	9	No
Ms. Supriya Sunil Chitre	10	8	Yes

(c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information.

- Financial results of the Company, its Subsidiaries;

- Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance/reports which includes non-compliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Action T aken Report on decisions of previous Board Meetings;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

15. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory committees to deal with specific areas and activities. The Committees are formed with approval of the Board and function under their respective Charters.

These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities.

As on March 31, 2024, the Audit Committee is headed by Mr. Prashant Dattatray Lowlekar and has Mr. Kshitij Negi and Mr. Amit Anil Raje as its members. All the members of the Committee have relevant experience in financial matters.

The Board assures that the members of the Committee are financially literate. In addition to the Audit Committee members, Statutory Auditors, the Chief Financial Officer, Head - Internal Auditors, are also invited to the Audit Committee Meetings, on need basis. The Company Secretary of the Company is the Secretary of the Committee.

The Audit Committee member meets at least four times a year with maximum interval of four months between two meetings and reports to the Board if required. During the year 2023-24, nine (9) meeting of the Audit Committee were held i.e., 11.05.2023, 21.06.2023, 14.08.2023, 06.09.2023, 25.10.2023,

09.11.2023, 15.01.2024, 12.02.2024 and 19.03.2024.

The Composition of the Audit Committee and the details of the meetings attended by its members held during the financial year 2023-24 are stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Chairperson	9	9
2	Mr. Kshitij Negi	Non-Executive & Independent Director	Member	9	8
3	Mr. Amit Anil Raje	Executive Director	Member	9	9

*After the closure of financial year 2023-24, Ms. Supriya Sunil Chitre (DIN: 09237218), non-executive Independent Director was introduced as a member of the Committee in the Board meeting held on 30th May, 2024, resulting in reconstitution of Audit Committee of the company with effect from 30th May, 2024.

The terms of reference of Audit Committee Inter-alia, includes the following:

> Overseeing of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

> Recommending to the Board, the appointment, remuneration and terms of appointment of the Statutory Auditor of the Company.

> Approving payments to Statutory Auditors for any other services rendered by them.

> Reviewing, with the management, the Annual Financial Statements and Auditor''s Report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of Section 134 (3)(c) of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion(s) in the draft Audit Report.

> Reviewing, with the management, the quarterly, half-yearly and Annual Financial Statements before submission to the Board for approval;

> Reviewing, with the management, the statement of uses / application of funds raised through an issue (preferential issue, rights issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use or application of the funds raised through the proposed initial public offering by our Company;

> Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

> Approving of any subsequent modification of transactions of the Company with related parties;

> Scrutinizing inter-corporate loans and investments;

> Valuing undertakings or assets of the Company, wherever it is necessary;

> Evaluating internal financial controls and risk management systems;

> Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

> Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

> Discussing with internal auditors any significant findings and follow up thereon;

> Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

> Discussing with statutory auditors, internal auditors, secretarial auditors, and cost auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

> To investigate the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

> To review the functioning of the whistle blower mechanism;

> Establishing a vigil mechanism policy for directors and employees to report their genuine concerns and grievances;

> Approval of appointment of the CFO (i.e., any person heading the finance function or discharging that function) after assessing the qualifications, experience, and background, etc. of the candidate;

> Review and monitor the process for compliance with laws, regulations and the code of conduct as per SEBI Insider Trading Regulations, 2015, and all other applicable Laws, rules and regulations, if any;

> Review all the provisions as per the Companies Act, 2013 and Securities and Exchange Board of India (LODR) Regulations, 2015 as amended from time to time; and

> Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

> Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of the provision and

> The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company.

The Audit Committee also mandatorily review the following information:

i. Management discussion and analysis of financial condition and result of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

iii. Management letters/ letters of internal control weaknesses issued by the Statutory Auditor;

iv. Internal audit reports relating to internal control weaknesses;

v. Statement of deviations:

- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the Securities and Exchange Board of India (LODR) Regulations, 2015; and

- Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of the Securities and Exchange Board of India (LODR) Regulations, 2015.

The Board considered and approved the same and instructed to forward the matter to the audit committee for its noting and record.

The powers of the Audit Committee include the following:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

¦ Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, during the financial year 2023-24, no whistle blower complaint has been received against any Promoter, Directors, and employees of the Company. The Policy is available on the website of the Company.

(b) Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013. The Committee specifically looks into the redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends, payment of unclaimed dividends etc.

In addition, the Committee also investigated matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors'' issues through various reports and statements furnished to the Board from time to time throughout the year. As on March 31, 2024, the Company''s Stakeholders Relationship Committee was headed by Mr. Kshitij Negi and other members of the Committee are -Mr. Anil Anant Raje and Mr. Amit Anil Raje.

In order to act in compliance with Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Stakeholders Relationship Committee reports to the Board as and when need arise, with respect to the status of redressal of complaints received from the shareholders of the Company.

During the year 2023-24, Seven (7) meeting of the committee were held on 11.05.2023, 21.06.2023,

14.08.2023, 06.09.2023, 09.11.2023, 11.12.2023 and 12.02.2024. The requisite quorum was present throughout the meeting.

The Composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members held during the financial year 2023-24 is stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson	7	7
2	Mr. Anil Anant Raje	Non-Executive Director	Member	7	6
3	Mr. Amit Anil Raje	Executive Director	Member	7	7

* After the closure of financial year 2023-24, Ms. Supriya Sunil Chitre (DIN: 09237218), non-executive Independent Director was introduced as a member of the Committee in the Board meeting held on 30th May, 2024, resulting in reconstitution of Stakeholder Relationship Committee of the company with effect from 30th May, 2024.

The terms of reference of the Stakeholder''s Relationship Committee of the Company includes the following:

> Consider and resolve grievances of the security holders of the Company, including complaints related to the transfer of shares, non-receipt of Annual Report and non-receipt of declared dividends; and

> Carrying out any other function as prescribed under the SEBI (LODR) Regulations, 2015.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of Aartech Solonics Limited (“Company”).

During the year 2023-24, Eight (8) meeting of the committee were held on 11.05.2023, 21.06.2023,

06.09.2023, 25.10.2023, 09.11.2023, 11.12.2023 and 15.01.2024. The requisite quorum was present throughout the meeting.

The Composition of the Nomination and Remuneration Committee and the details of the meetings attended by its members held during the financial year 2023-24 is stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson	8	7
2	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Member	8	8
3	Mr. Anil Anant Raje	Non-Executive Director	Member	8	8

* After the closure of financial year 2023-24, Ms. Supriya Sunil Chitre (DIN: 09237218), non-executive Independent Director was introduced as member of the Committee in the Board meeting held on 30th May, 2024, resulting in reconstitution of Nomination and Remuneration Committee of the company with effect from 30th May, 2024.

The Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the website of the Company.

Brief description of terms of reference:

> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration of the Directors, Key Managerial Personnel, and other employees;

> Formulation of criteria for evaluation of performance of independent Directors and the Board;

> Devising a policy on Board diversity;

> Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal and evaluation of Director''s performance;

> Determining whether to extend or continue the term of appointment of the Independent Director, on the basis of report of performance evaluation of independent directors;

> Carrying out any other function as prescribed under the SEBI Listing Regulations;

> recommend to the board, all remuneration, in whatever form, payable to senior management; and

> Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended by the Nomination and Remuneration Committee.

16. MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON, AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors, CEO & MD and the Chairman has to be made. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors, CEO & MD and the Chairman.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by the Independent Directors of the Board for the performance of the executive directors with specific focus on the performance and effective functioning of the Board and Individual Directors, areas of improvement for the Directors and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on December 12, 2023. The Board of Directors expressed their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i. Board Composition & Quality;

ii. Board Meetings;

iii. Committees;

iv. Core Governance & Compliance; and

v. Risk Management.

Criteria for evaluation of Committees

i. Structure of committees;

ii. Appropriateness of delegation of responsibilities by the Board to its committees;

iii. Composition of the committees;

iv. The meetings are conducted in a manner that ensures open communication and meaningful participation;

v. The amount of information received is appropriate for discussion and decision-making purposes;

vi. The reporting by each of the Committees to the Board is sufficient;

vii. Committees takes effective and proactive measures to perform its functions; and

viii. The frequency of the Committee meetings is adequate.

Criteria for evaluation of Chairperson

i. Leadership; and

ii. Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Strategy Formulation & Execution;

ii. Board Meetings;

iii. Interpersonal Skills;

iv. Leadership;

v. Diligence; and

vi. Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i. Knowledge & Expertise;

ii. Participation in Board Meetings;

iii. Interpersonal Skills;

iv. Professional Conduct & Independence;

v. Diligence;

vi. Roles & Responsibilities; and Disclosure & Reporting.

17. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In terms of the Section 177(9) of Companies Act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees it provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities.

18. GOVERNANCE CODES

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Code”) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Company has received the annual affirmation declaration from the Board of Directors and Senior Management. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous, and respectful manner. The Code is displayed on the Company''s website.

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions they occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (the PIT Regulations). This Code is displayed on the Company''s website.

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, fiduciaries and intermediaries and shall come into effect from the date of listing of equity shares of the Company on a Stock Exchange in India subsequent to an initial public offering of the equity shares of the Company. The Chief Financial Officer of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ''The Code of conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015” in compliance with the PIT Regulations. This Code is displayed on the Company''s website viz www.aartechsolonics.com.

Further that there have been no violations of Insider Trading Regulations for the year ended March 31, 2024 and our Company has diligently observed and adhered to all provisions stipulated in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (3)(c) and Sec. 134 (5) of the Companies Act, 2013, the Board of Directors confirm that:

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

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

iii. 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.

iv. that the directors had prepared the annual accounts for the Financial Year ended March 31, 2024 on a going concern basis;

v. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

vii. the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board''s Report as Annexure-B.

All Related Party T ransactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

22. RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing the terms of likelihood and magnitude of impact and determining response strategy.

23. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014:

A. Conservation of Energy

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption

The Company is doing its business by ensuring optimum utilization of its available resources. Your company has not taken any research & development activity so far.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: ^137.13 Lakhs Outgo: ^502.60 Lakhs.

24. POLICIES

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies.

(a) POLICY ON NOMINATION AND REMUNERATION POLICY

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub - section (3) of Section 178 of the Companies Act, 2013 was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board.

The key objective of this policy is selection, appointment of and remuneration to Key Managerial Personnel, Directors and Senior Management Personnel.

(b) RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

(c) CODE OF CONDUCT

In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, The Company has laid down the Code of Conduct for all Board members and senior management of the Company.

All the Board members and senior management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2024. The Managing Director has also confirmed and certified the same. The certification is annexed at the end of this report.

(d) VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy (Whistle blower policy), whereby the employees can raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. The policy safeguards the whistle blower and also provides a direct access to the Chairman of Audit Committee. During this year no complaints were received under this mechanism nor has any personnel been denied access to the Audit Committee.

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

26. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Business Responsibility & Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is not applicable to the company.

27. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

28. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

29. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

10. AUDIT REPORT AND AUDITORS

(a) Statutory Auditors & their Reports

M/s S. Ramanand Aiyar & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 000990N) were appointed as Statutory Auditor of the Company for a term of three years (3) in the Annual General Meeting of the Company held on September 24, 2020.

The term of M/s S. Ramanand Aiyar & Co., Indore had culminated at the conclusion of the 41^st Annual General Meeting of the Company. Due to the expiration of terms as mentioned above for Statutory provisions of the Companies Act, 2013 and other applicable provisions, if any, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Audit Committee and Board has recommended the appointment of M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), as the Statutory Auditors of the Company, to hold an office for a term of Five (5) years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting of the Company to be held in the year 2028, at a remuneration of ^2.50 Lakhs (Rupees Two Lakh Fifty Thousand Only) which includes Audit Fee, Consolidation of Accounts, Limited Review Report plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

Further M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have confirmed the compliance of the statutory requirements under the Companies Act, 2013 and of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further pursuant to regulation 36(5) of SEBI (LODR) Regulations, 2015, the details and credentials of the statutory auditor are as under:

M/s BANCRS & CO. LLP is a firm of Chartered Accountants established in the year 2022. The firm is engaged in providing services in Audit, Accounting, Taxation and Advisory services. The firm is an empanelled Auditors having 5 Partners and 15 plus staff.

The firm has been awarded the Peer Review Certificate issued by the Institute of Chartered Accountants of India pursuant to the Statement on Peer Review. The firm has large team of professionals including Chartered Accountants, CWA''s, DISA, CS, amongst others.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), has fulfilled and complied all the conditions as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted their eligibility certificate to the Company and also meets the criteria as specified in section 141 of the Companies Act, 2013.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditor''s Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report except “emphasis of matter” mentioned in Independent Auditor''s Report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

(b) Secretarial Auditors & their Reports

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s APVN & Associates, Practicing Company Secretaries, Bhopal to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Further, Secretarial Audit Report for the Financial Year 2023-24 issued by M/s APVN & Associates, Practicing Company Secretaries, Bhopal in Form MR-3 which is annexed to the Board''s Report as Annexure-C which is self-explanatory and do not call for any further explanation of the Board.

(c) Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Prem Chand Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration No. 000066C), as an Internal Auditor to conduct internal audit of the Company for the Financial Year 2023-24. However, due to pre-occupation in other assignments, M/s Prem Chand Jain & Co. had submitted their voluntary resignation to the company dated 28/12/2023 and the Board has accepted and taken record of the same in the Board meeting held dated 15/01/2024 in the presence of all the directors including independent directors of the company.

Due to the casual vacancy created due to resignation of Internal Auditor of the company during the year, the Audit Committee recommended and the Board has approved the appointment of M/s Simran Khanuja & Company, Chartered Accountants, Bhopal (ICAI Firm Registration No. 035454C), as the Internal Auditors of the Company at the Board meeting dated 15/01/2024 for conducting internal audit from 3^rd quarter of financial year 2023-24 at remuneration as may be mutually agreed between Internal auditors and Board of directors of the company.

*After the end of the financial year the board has decided to continue the association of Internal auditor of the company and has appointed M/s Simran Khanuja & Company, Chartered Accountants, Bhopal (ICAI Firm Registration No. 035454C) as an Internal auditor of the company for the financial year 2024-25 in the board meeting held on 30/05/2024.

31. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

32. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

After the closure of year under review and as on the date of report, there is no material change and commitments made which affect the financial position of the Company, Except the following:

a) Increase in Authorized Share Capital of the Company from Rs. ^15,00,00,000/- (Rupees Fifteen Crores Only) to Rs. ^25,00,00,000/- (Rupees Twenty Fives Crores Only).

b) Sub-division/ split of existing equity shares of the Company from 1 (One) equity share having face value of Rs. 10/- each, fully paid-up into 2 (Two) equity shares having face value of Rs. 5/- each fully paid-up; and

c) Issue of Bonus Equity Shares of the Company in the ratio of 1:2 [i.e. 1 (One) fully paid-up equity share for every 2 (Two) equity shares] having face value of Rs. 5/- each,

These proposals were presented before the members of the Company through Postal Ballot and was approved by the members with requisite majority, dated 26th July, 2024.

33. PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board''s report as Annexure-D.

34. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

35. CORPORATE GOVERNANCE REPORT

Earlier the shares of the company were listed on SME platform of BSE since March 26, 2019, hence the norms of Corporate Governance and reporting were not Applicable on the company.

During the year under review, the shares of the company migrated from the SME platform of BSE limited to Main Board of BSE Limited and National Stock Exchange of India Limited with effect from July 10, 2023. Hence the reporting under Corporate Governance got applicable on the company from July 10, 2023. Detailed Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an "Annexure-E”.

The Report on Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from M/s. APVN & Associates, Practicing Company Secretaries, Bhopal confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

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

Your Company is committed to provide a work environment that ensures everyone is treated with dignity and respect. The Company is also committed to promote equality at work and an environment that is conducive to the professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual,

temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

37. GENERAL DISCLOSURES

During the year under review, the Company has not entered into any transactions which covered under the following provisions and no disclosure or reporting is required:

a) Details relating to deposits covered under Chapter V of the Act and rules made there under.

b) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

d) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

e) As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. 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.

f) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

h) No fraud has been reported by the Auditors to the Audit Committee or the Board.

i) There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

j) There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

k) There is no one time settlement of loans taken from banks and financial Institution.

l) The details with respect to unpaid dividend for the financial year 2018-19, 2020-21, 2021-22 and 2022-23 can be accessed at www.aartechsolonics.com

38. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

39. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation.

40. CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in Government regulations, tax regimes, economic developments in the Country and other ancillary factors.

41. APPRECIATIONS AND ACKNOWLEDGMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth. Your directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Company''s employees at all levels which has continued to be our major strength. Your directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.

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Mar 31, 2023

The directors are pleased in presenting their 41^st Annual Report on the business performance and operations along with the Audited Financial Statements with the consolidated financial statements of the company and the Auditor''s Report for the financial year ended March 31, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summary of the Standalone and Consolidated performance are set out below: -

Rs. In Lakhs)
	Standalone		Consolidated
PARTICULARS	Year ended 31st March 2023	Year ended 31st March 2022	Year ended 31st March 2023	Year ended 31st March 2022
Revenue from Operations	2,164.67	1,635.96	2,168.80	1,633.64
Other Income	213.39	181.98	187.19	145.17
Total Revenue	2,378.07	1,818.00	2,356.00	1,778.81
Less: Expenses	(2,138.07)	(1,645.99)	(2,120.90)	(1,436.40)
Profit before Finance Cost, Depreciation/ Amortisation Expenses & Tax	239.99	172.01	235.10	342.41
Exceptional Items	-	-	-	-
Profit before Depreciation/ Amortisation Expenses & Tax	239.99	172.01	235.10	342.41
Less: Depreciation/ Amortisation Expenses
Profit/ (Loss) before tax	239.99	172.01	235.10	342.41
Current T ax	46.26	28.70	47.10	59.25
Deferred Tax	0.61	1.52	2.17	3.41

Net Profit/ (Loss) after tax

193.12

141.79

185.83

279.75

2. BRIEF DESCRIPTION OF THE COMPANY''S OPERATIONS DURING THE YEAR / STATE OF COMPANY''S AFFAIRSTANDALONE

At Standalone level, the Revenue from operations amounted to ^ 2,164.67 Lakhs as against ^ 1,635.96 Lakhs in the previous year. The Profit before Tax amounted to ^ 239.99 Lakhs as against ^ 172.01 Lakhs in the previous year. The Net Profit for the year amounted to ^ 193.12 Lakhs as against Net Profit of ^ 141.79 Lakhs reported in the previous year.

CONSOLIDATED

The Consolidated Revenue from Operations amounted to ^ 2,168.80 Lakhs as against ^ 1,633.64 Lakhs in the previous year. The Consolidated Profit before Tax amounted to ^235.10 Lakhs as against Consolidated Profit before Tax amounted to ^342.41 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to ^185.83 Lakhs as against Consolidated Net Profit after Tax amounted to ^279.75 Lakhs in previous year.

3. CHANGE IN NATURE OF BUSINESS

There was no change in business of the Company during the year under review.

4. DIVIDEND

Based on the Company''s performance and considering the accumulated profit of the previous years, your directors have recommended a dividend of ^ 0.50/- (Fifty Paise) i.e. 5% per equity share of Face Value ^10.00 (Rupees Ten only) each (previous year ^ 0.50/- per equity share i.e. 5% on the equity share of ^10/- each) for the financial year 2022-23 subject to the TDS as may be applicable. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Company''s Register of Members and are beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL) as on the date of book closure date and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, September 23, 2023 to Saturday, September 30, 2023 (both days inclusive) for the purpose of ascertainment for eligibility for participation in payment of dividend for the financial year ended March 31, 2023.

5. SHARE CAPITAL

During the period under review, there has been no change in the Authorized Share Capital of the Company which stand at ^15,00,00,000/- (Rupees Fifteen Crores Only) divided into 15000000 (One Crore Fifty Lakh) equity shares of ^10/- (Rupees Ten only) each.

The paid-up equity share capital as at March 31, 2023 is Rs. 10,59,01,250/- (Rupees Ten Crore Fifty-Nine Lakh One Thousand Two Hundred Fifty only) divided into 10590125 (One Crore Five Lakh Ninety Thousand One Hundred and Twenty Five) equity shares of ^10/- (Rupees Ten only) each.

6. RESERVES

Your directors proposed to transfer ^193.12 Lakhs to the general reserve out of the profits available with the Company for appropriations.

7. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

8. CORPORATE GOVERNANCE

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 is not applicable for the year under review.

9. ANNUAL RETURN

The copy of annual return is prepared in form MGT-7 as per the provisions of the companies Act, 2013 and will be placed on the Company website at www.aartechsolonics.com.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two subsidiary companies namely AIC-Aartech Solonics Private Limited and Faradigm Ultracapacitors Private Limited.

11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, following are the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2023:

S. No.	Name of Directors/ KMPs	Current Designati on	Original date of appointment	Nature of changes	Date of Cessation	DIN/PAN
1	Mr. Amit Anil	Chairman &	01.04.2007	-	-	00282385

	Raje	Managing Director
2	Mrs. Arati Nath	Woman Director & CEO	12.05.2020	-	-	08741034
3	Mr. Anil Anant Raje	Non-executive director	24.08.1982		-	01658167
4	Mr. Prashant Dattatray Lowlekar	Independent Director	27.02.2018			08041377
5	Mr. Kshitij Negi	Independent Director	08.02.2021		-	09046425
6	Ms. Supriya Sunil Chitre	Independent Director	23.03.2023	Appointed as Independent Director		09237218
7	Mr. Pradeep Vasant Narkhede	Chief Financial Officer	12.05.2020			ADIPN4506H
8	Mr. K R T anuj Reddy	Company Secretary & Compliance Officer	08.06.2018			APIPT5347Q

(a) Directors seeking appointment/ re-appointment

In terms of the provisions of the Companies Act, 2013, Mr. Anil Anant Raje (01658167), Non-executive Director of the Company will retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

(b) Woman Director

Mrs. Arati Nath (DIN: 08741034) was appointed as Woman Director & CEO and Ms. Supriya Sunil Chitre (DIN: 09237218) was appointed as a Woman Independent Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(c) Independent Directors and their Declaration

The Company is having 3 (Three) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013.The terms and conditions of appointment of the Independent Directors are placed on the website of the Company.

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per the SEBI (LODR) Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause of sub-regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency of the independent director as ascertained from the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder and are independent of the management.

The Independent Directors have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have passed or are exempted from undertaking the online proficiency self-assessment test. These confirmations have been placed before the Board. None of the Independent Directors hold office as an Independent Director in more than seven listed companies as stipulated under Regulation 17A of the Listing Regulations. The maximum tenure of Independent Directors is determined in accordance with the Act and rules made thereunder, in this regard, from time to time.

(d) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2023 under Section 186 of the Companies Act, 2013 and rule made there under. Pursuant to Section 186 (4) read with rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

13. CONSTITUTION OF THE BOARD OF DIRECTORS AND THEIR MEETINGSa) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company''s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2023, the Company has 6 (Six) Directors. Out of the 6 (Six) Directors, 2 (Two) are Executive Directors; 1 (One) Non-executive Director and 3 (Three) are Non-Executive, Independent Directors.

Mr. Amit Anil Raje, Chairman & Managing Director and Mr. Anil Anant Raje, Non-executive Director of the Company, are the Promoters of the Company and Mrs. Arati Nath, Director & CEO comes into the category of Promoter Group of the Company. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 7 (seven) times during the Financial Year 2022-23. The maximum interval between any two meetings did not exceed 120 days. The details of Board meetings held during the financial year 2022-23 are as follows:

	S. No.	Date of Board Meeting	Board Strength		No. of Directors Present
	1.	12.05.2022	5		5
	2.	29.06.2022	5		5
	3.	16.08.2022	5		4
	4.	13.10.2022	5		4
	5.	12.11.2022	5		4
	6.	11.01.2023	5		3
	7.	23.03.2023	5		5
Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM)
	Name of the Directors		Number of board meetings during the year 2022-23			Whether attended last AGM
			Held	Attended
	Mr. Amit Anil Raje		7	7		Yes
	Mrs. Arati Nath		7	7		Yes
	Mr. Anil Anant Raje		7	6		Yes
	Mr. Prashant Dattatray Lowlekar		7	6		Yes
	Mr. Kshitij Negi		7	4		Yes
	Ms. Supriya Sunil Chitre		0	0		NA

c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information.

- Financial results of the Company, its Subsidiaries;

- Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance/reports which includes non-compliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Action T aken Report on decisions of previous Board Meetings;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

18. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory committees to deal with specific areas and activities. The Committees are formed with approval of the Board and function under their respective Charters.

These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities.

As on March 31, 2023, the Audit Committee is headed by Mr. Prashant Dattatray Lowlekar and has Mr. Kshitij Negi and Mr. Amit Anil Raje as its members. All the members of the Committee have relevant experience in financial matters.

The Board assures that the members of the Committee are financially literate. In addition to the Audit Committee members, Statutory Auditors, the Chief Financial Officer, Head - Internal Auditors, are also invited to the Audit Committee Meetings, on need basis. The Company Secretary of the Company is the Secretary of the Committee.

The Audit Committee member meets at least four times a year with maximum interval of four months between two meetings and reports to the Board if required. During the year 2022-23, seven meeting

of the Audit Committee were held i.e., 12.05.2022, 29.06.2022, 16.08.2022, 13.10.2022, 12.11.2022, 11.01.2023 and 23.03.2023.

The Composition of the Audit Committee and the details of the meetings attended by its members held during the financial year 2022-23 are stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1.	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Chairperson	7	6
2.	Mr. Kshitij Negi	Non-Executive & Independent Director	Member	7	5
3.	Mr. Amit Anil Raje	Executive Director	Member	7	7

The terms of reference of Audit Committee Inter-alia, includes the following:

> Overseeing of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

> Recommending to the Board, the appointment, remuneration and terms of appointment of the Statutory Auditor of the Company.

> Approving payments to Statutory Auditors for any other services rendered by them.

> Reviewing, with the management, the Annual Financial Statements and Auditor''s Report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of Section 134 (3)(c) of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion(s) in the draft Audit Report.

> Reviewing, with the management, the quarterly, half-yearly and Annual Financial Statements before submission to the Board for approval;

> Reviewing, with the management, the statement of uses / application of funds raised through an issue (preferential issue, rights issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use or application of the funds raised through the proposed initial public offering by our Company;

> Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

> Approving of any subsequent modification of transactions of the Company with related parties;

> Scrutinizing inter-corporate loans and investments;

> Valuing undertakings or assets of the Company, wherever it is necessary;

> Evaluating internal financial controls and risk management systems;

> Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

> Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

> Discussing with internal auditors any significant findings and follow up thereon;

> Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

> Discussing with statutory auditors, internal auditors, secretarial auditors, and cost auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

> To investigate the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

> To review the functioning of the whistle blower mechanism;

> Establishing a vigil mechanism policy for directors and employees to report their genuine concerns and grievances;

> Approval of appointment of the CFO (i.e., any person heading the finance function or discharging that function) after assessing the qualifications, experience, and background, etc. of the candidate;

> Review and monitor the process for compliance with laws, regulations and the code of conduct as per SEBI Insider Trading Regulations, 2015, and all other applicable Laws, rules and regulations, if any;

> Review all the provisions as per the Companies Act, 2013 and Securities and Exchange Board of India (LODR) Regulations, 2015 as amended from time to time; and

> Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

The Audit Committee also mandatorily review the following information:

i. Management discussion and analysis of financial condition and result of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

iii. Management letters/ letters of internal control weaknesses issued by the Statutory Auditor;

iv. Internal audit reports relating to internal control weaknesses;

v. Statement of deviations:

- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the Securities and Exchange Board of India (LODR) Regulations, 2015; and

- Annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of the Securities and Exchange Board of India (LODR) Regulations, 2015.

The Board considered and approved the same and instructed to forward the matter to the audit committee for its noting and record.

The powers of the Audit Committee include the following:

a. To investigate any activity within its terms of reference;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice; and

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, during the financial year 2022-23, no whistle blower complaint has been received against any Promoter, Directors and employees of the Company. The Policy is available on the website of the Company.

b) Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013. The Committee specifically looks into the redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends, payment of unclaimed dividends etc.

In addition, the Committee also investigated matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors'' issues through various reports and statements furnished to the Board from time to time throughout the year. As on March 31, 2023, the Company''s Stakeholders Relationship Committee was headed by Mr. Kshitij Negi and other members of the Committee are -Mr. Anil Anant Raje and Mr. Amit Anil Raje.

In order to act in compliance with Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Stakeholders Relationship Committee reports to the Board as and when need arise, with respect to the status of redressal of complaints received from the shareholders of the Company. During the year 2022-23, five meeting of the committee were held on 12.05.2022, 16.08.2022, 13.10.2022, 11.01.2023 and 23.03.2023. The requisite quorum was present in the meeting.

The Composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members held during the financial year 2022-23 is stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1.	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson	5	4
2.	Mr. Anil Anant Raje	Non-Executive Director	Member	5	4
3.	Mr. Amit Anil Raje	Executive Director	Member	5	5

The terms of reference of the Stakeholder''s Relationship Committee of the Company includes the following:

i. Consider and resolve grievances of the security holders of the Company, including complaints related to the transfer of shares, non-receipt of Annual Report and non-receipt of declared dividends; and

ii. Carrying out any other function as prescribed under the SEBI (LODR) Regulations, 2015.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of Aartech Solonics Limited (“Company”). During the year 2022-23, seven meeting of the committee were held on 12.05.2022, 29.06.2022, 16.08.2022, 13.10.2022, 12.11.2022, 11.01.2023 and 23.03.2023. The requisite quorum was present in the meeting.

The Composition of the Nomination and Remuneration Committee and the details of the meetings attended by its members held during the financial year 2022-23 is stated below:

Sr. No.	Name of the Director(s)	Category	Position held	No. of Meeting
				Held	Attended
1.	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson	7	5
2.	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Member	7	6
3.	Mr. Anil Anant Raje	Non-Executive Director	Member	7	7

The Nomination and Remuneration policy was adopted by the Board on the recommendation of

Nomination & Remuneration Committee. The Policy is available on the website of the Company.

Brief description of terms of reference:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration of the Directors, Key Managerial Personnel, and other employees;

- Formulation of criteria for evaluation of performance of independent Directors and the Board;

- Devising a policy on Board diversity;

- Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal and evaluation of Director''s performance;

- Determining whether to extend or continue the term of appointment of the Independent Director, on the basis of report of performance evaluation of independent directors;

- Carrying out any other function as prescribed under the SEBI Listing Regulations;

- recommend to the board, all remuneration, in whatever form, payable to senior management; and

- Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended by the Nomination and Remuneration Committee.

19. MECHANISM FOR EVALUATION OF BOARD, COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, Individual Directors, CEO & MD and the Chairman has to be made. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors, CEO & MD and the Chairman.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by the Independent Directors of the Board for the performance of the executive directors with specific focus on the performance and effective functioning of the Board and Individual Directors, areas of improvement for the Directors and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on December 05, 2022. The Board of Directors expressed their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i. Board Composition & Quality;

ii. Board Meetings;

iii. Committees;

iv. Core Governance & Compliance; and

v. Risk Management.

Criteria for evaluation of Committees

i. Structure of committees;

ii. Appropriateness of delegation of responsibilities by the Board to its committees;

iii. Composition of the committees;

iv. The meetings are conducted in a manner that ensures open communication and meaningful participation;

v. The amount of information received is appropriate for discussion and decision-making purposes;

vi. The reporting by each of the Committees to the Board is sufficient;

vii. Committees takes effective and proactive measures to perform its functions; and

viii. The frequency of the Committee meetings is adequate.

Criteria for evaluation of Chairperson

i. Leadership; and

ii. Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Strategy Formulation & Execution;

ii. Board Meetings;

iii. Interpersonal Skills;

iv. Leadership;

v. Diligence; and

vi. Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i. Knowledge & Expertise;

ii. Participation in Board Meetings;

iii. Interpersonal Skills;

iv. Professional Conduct & Independence;

v. Diligence;

vi. Roles & Responsibilities; and Disclosure & Reporting.

20. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In terms of the Section 177(9) of Companies Act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees it provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities.

21. GOVERNANCE CODESa) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Code”) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Company has received the annual affirmation declaration from the Board of Directors and Senior Management. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company''s website.

b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions they occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (the PIT Regulations). This Code is displayed on the Company''s website.

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, fiduciaries and intermediaries and shall come into effect from the date of listing of equity shares of the Company on a Stock Exchange in India subsequent to an initial public offering of the equity shares of the Company. The Chief Financial Officer of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed on the Company''s website.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

iii. 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.

iv. that the directors had prepared the annual accounts for the Financial Year ended March 31, 2023 on a going concern basis;

v. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted. The particulars of contracts

or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board''s Report as Annexure-A.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

25. RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing the terms of likelihood and magnitude of impact and determining response strategy.

26. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014:

A. Conservation of Energy

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption

The Company is doing its business by ensuring optimum utilization of its available resources. Your company has not taken any research & development activity so far.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: ^30.93 Lakhs.

Outgo: ^2.67 Lakhs.

27. POLICIES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies.

POLICY ON NOMINATION AND REMUNERATION POLICY

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub - section (3) of Section 178 of the Companies Act, 2013 was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board.

The key objective of this policy is selection, appointment of and remuneration to Key Managerial Personnel, Directors and Senior Management Personnel.

RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

CODE OF CONDUCT

In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, The Company has laid down the Code of Conduct for all Board members and senior management of the Company.

All the Board members and senior management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2023. The Managing Director has also confirmed and certified the same. The certification is annexed at the end of this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy (Whistle blower policy), whereby the employees can raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. The policy safeguards the whistle blower and also provides a direct access to the Chairman of Audit Committee. During this year no complaints were received under this mechanism nor has any personnel been denied access to the Audit Committee.

28. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

29. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

30. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

31. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

32. AUDIT REPORT AND AUDITORS Statutory Auditors & their Reports

M/s S. Ramanand Aiyar & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 000990N) were appointed as Statutory Auditor of the Company for a term of three years (3) in the Annual General Meeting of the Company held on September 24, 2020.

M/s S. Ramanand Aiyar & Co., Chartered Accountants, Indore have audited the books of accounts of the Company for the financial year ended March 31, 2023 and have issued the Auditor''s Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The term of M/s S. Ramanand Aiyar & Co., Indore will culminate at the conclusion of the ensuing Annual General Meeting of the Company. Due to the expiration of terms as mentioned above for Statutory provisions of the Companies Act, 2013 and other applicable provisions, if any, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Audit Committee and Board has recommended the appointment of M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), as the Statutory Auditors of the Company, to hold an office for a term of Five (5) years from the conclusion of this Annual General Meeting till the conclusion of 46^th Annual General Meeting of the Company to be held in the year 2028, at a remuneration of ^2.50 Lakhs (Rupees Two Lakh Fifty Thousand Only) which includes Audit Fee, Consolidation of Accounts, Limited Review Report plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

Further M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have confirmed the compliance of the statutory requirements under the Companies Act, 2013 and of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further pursuant to regulation 36(5) of SEBI (LODR) Regulations, 2015, the details and credentials of the statutory auditor are as under :

M/s BANCRS & CO. LLP is a firm of Chartered Accountants established in the year 2022. The firm is engaged in providing services in Audit, Accounting, Taxation and Advisory services. The firm is an empanelled Auditors having 5 Partners and 15 plus staff.

The firm has been awarded the Peer Review Certificate issued by the Institute of Chartered Accountants of India pursuant to the Statement on Peer Review. The firm has large team of professionals including Chartered Accountants, CWA''s, DISA, CS, amongst others.

M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), has fulfilled and complied all the conditions as specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has submitted their eligibility certificate to the Company and also meets the criteria as specified in section 141 of the Companies Act, 2013 and resolution seeking member''s approval for appointment of Statutory Auditor forms part of the Notice convening the Annual General Meeting.

Secretarial Auditors

Secretarial Audit Report for the Financial Year 2022-23 issued by M/s APVN & Associates, Practicing Company Secretaries, Bhopal in Form MR-3 which is annexed to the Board''s Report as Annexure-C which is self-explanatory and do not call for any further explanation of the Board.

Internal Auditors

As per the provisions of Section 138 of the Companies Act,2013, the Board of Directors had appointed M/s Prem Chand Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration No. 000066C), as an Internal Auditor to conduct internal audit of the Company for the Financial Year 2022-23.

33. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

34. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

During the year under review and as on the date of report, there is no material change and commitments made which affect the financial position of the Company.

35. PARTICULARS OF EMPLOYEES

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board''s report as Annexure-D

36. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report on the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

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

Your Company is committed to provide a work environment that ensures everyone is treated with dignity and respect. The Company is also committed to promote equality at work and an environment that is conducive to the professional growth for all employees and encourages equal opportunity. Your Company does not tolerate any form of sexual harassment and is committed to take all necessary

steps to ensure that its employees are not subjected to any form of harassment including sexual harassment. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

38. GENERAL DISCLOSURES

During the year under review, the Company has not entered into any transactions which covered under the following provisions and no disclosure or reporting is required :

a) Details relating to deposits covered under Chapter V of the Act and rules made there under.

b) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

c) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

d) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

e) As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. 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.

f) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company''s going concern status and operations in future.

h) No fraud has been reported by the Auditors to the Audit Committee or the Board.

i) There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

j) There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

k) There is no one time settlement of loans taken from banks and financial Institution.

39. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

40. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation.

41. CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in Government regulations, tax regimes, economic developments in the Country and other ancillary factors.

42. APPRECIATIONS AND ACKNOWLEDGMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth. Your directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Company''s employees at all levels which has continued to be our major strength. Your directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.