Your directors have pleasure in presenting their 12th Annual Report and the Company’s Audited Financial Statements for the financial year ended on 31st March, 2025.
1. FINANCIAL RESULTS OF THE COMPANY:
The Company’s financial performance for the year ended 31st March 2025 is summarized below:
(Amount in Rs. Lakhs)
|
Standalone Statement
|
Consolidated Statement
|
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Particulars
|
31.03.2025
|
31.03.2024
|
31.03.2025
|
31.03.2024
|
Revenue From Operation
|
6,515.75
|
5,468.98
|
6,989.35
|
5,474.16
|
Other Income
|
19.71
|
53.24
|
19.71
|
53.24
|
Total Income
|
6,535.46
|
5,522.22
|
7,009.06
|
5,527.40
|
Profit Before Interest and
|
1,125.89
|
902.72
|
1288.62
|
904.04
|
Depreciation
|
|
|
|
|
Less: - Finance Cost
|
227.38
|
158.97
|
227.38
|
158.97
|
Less: - Depreciation
|
109.29
|
77.41
|
110.18
|
77.42
|
Profit Before Exceptional Item
|
789.22
|
666.34
|
951.06
|
667.65
|
and Tax
|
|
|
|
|
Exceptional Item
|
-
|
-
|
-
|
-
|
Profit Before Tax
|
789.22
|
666.34
|
951.06
|
667.65
|
Less: - Provision for Tax
|
212.59
|
170.89
|
242.37
|
171.05
|
Current Tax
|
|
|
|
|
Current tax expense relating to
|
|
|
|
|
prior years
|
|
|
(18.85)
|
9.06
|
Deferred Tax Assets/Liability
|
(18.79)
|
8.97
|
|
Net Profit After Tax
|
595.42
|
486.48
|
727.54
|
487.53
|
Transfer to General Reserve
|
595.42
|
486.48
|
727.54
|
487.53
|
Surplus carried to Balance Sheet
|
595.42
|
486.48
|
727.54
|
487.53
|
Earnings per equity share:
Basic
Diluted
|
3.52
3.52
|
5.75
5.75
|
4.30
4.30
|
5.76
5.76
|
Proposed Dividend on Equity Shares
|
-
|
-
|
-
|
-
|
Tax on proposed Dividend
|
-
|
-
|
-
|
-
|
2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK: STATE OF COMPANY’S AFFAIRS:
Arham Technologies Limited is engaged in manufacturing of LED Smart Televisions, with different screen sizes under our brand ‘STARSHINE’. Your Company also manufacture Fans, BLDC Smart Fans, Air Coolers, Washing Machines and Mixer Grinders, through third party manufacturers under our brand ‘STARSHINE’. We have network of dealers and distributors across Chhattisgarh, Madhya Pradesh, Odisha, Vidarbha, Andhra Pradesh and parts of Uttar Pradesh.
RESULT OF OPERATION:
During the year under review, the performance of the Company remained satisfactory. The financial highlights are summarized below:
> The Standalone Gross Revenue of the Company stood at INR 6,515.75 Lakhs, while the Consolidated Gross Revenue stood at INR 6,989.35 Lakhs.
> The Gross Profit before interest, depreciation, and tax amounted to INR 1,125.89 Lakhs on a standalone basis and INR 1,288.62 Lakhs on a consolidated basis.
> The Net Profit after tax stood at INR 595.42 Lakhs on a standalone basis and INR 727.54 Lakhs on a consolidated basis.
The consistent growth in both standalone and consolidated performance reflects the Company’s focus on operational efficiency, financial discipline, and strengthening its business fundamentals. The management continues to remain committed towards enhancing shareholder value through sustained growth and profitability.
FUTURE OUTLOOK:
Arham Technologies is poised for an accelerated growth trajectory, powered by strategic market expansion, product innovation, and backward integration capabilities. While we had earlier announced our plans to enter the Electric Vehicle (EV) space, we have strategically placed this initiative on hold. Given the evolving dynamics of the EV sector and the fact that our current expansion roadmap is positioned to deliver superior growth in the near-to-midterm, this calibrated decision allows us to optimize resources and focus on immediate high-potential opportunities.
> Penetration into Southern India:
We are aggressively scaling into Southern India—a market defined by entrenched brand loyalty and long-cycle consumer stickiness. By deploying a targeted go-to-market (GTM) strategy, leveraging regional distribution networks, and investing in hyperlocal marketing, we aim to capture significant wallet share and establish enduring market leadership.
> Government Contracts as Growth Catalyst:
Public sector contracts present a high-volume, recurring revenue channel with minimal credit risk. By aligning with government procurement programs for electronics and institutional needs, we are embedding ourselves directly into national infrastructure initiatives—driving both topline acceleration and brand credibility.
> International Market Expansion:
Exports represent a transformational lever. We are intensifying our footprint across Asia, the Middle East, and Africa, where demand for Indian-manufactured appliances—particularly ceiling fans—is surging due to their proven efficiency, affordability, and reliability. Our strategy combines robust channel partnerships, trade-led distribution, and targeted branding to position Arham as a trusted name in these emerging economies.
> Backward Integration for Design & Cost Leadership:
By internalizing sheet metal fabrication and injection moulding for TV, cooler, and select fan components, we are moving up the value chain. This backward integration not only reduces procurement dependencies and input costs but also enhances design agility, enabling faster new product development (NPD), superior industrial design execution, and IP creation. We are further planning capex investments through our subsidiary company Arham Corporate Pvt Ltd. to strengthen this vertical and ensure long-term competitiveness.
> Growth via Interactive Flat Panels & Large Sized Televisions:
We recently announced a ?18.5 Cr capex to expand our large-size television production capacity and introduce interactive flat panels. Additionally, the recent GST reduction from 28% to 18% on large-size TVs further enhances affordability, unlocking wider consumer adoption and creating a significant uplift in our revenue trajectory.
The Interactive Flat Panel (IFP) category is experiencing an exponential adoption curve across education and enterprise segments. Our entry into this high-margin, technology-driven vertical will significantly augment the topline and diversify our revenue base while strengthening our positioning as a holistic electronics solution’s provider.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the business of the Company during current financial year.
4. CONSOLIDATED FINANCIAL STATEMENT:
The company has incorporated a Wholly Owned Subsidiary Company dated on 19th January, 2024 named “Arham Corporate Private Limited”. Accordingly, the company has prepared consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 attached as per annexure-I.
Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary company. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to support@arhamtechnologies.co.in/ cs@arhamtechnologies.co.in upto the date of the AGM and the same would also be available on the Company’s website URL: https://www.arhamtechnologies.co.in/annual-report
5. DIVIDEND:
In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31st March, 2025.
6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The company has transferred INR 595.42 Lakhs to the General Reserves during the current financial year.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitment affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
8. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY AND DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFORE:
The company does not have any joint venture or associate Company. The company has Incorporated a Wholly Owned Subsidiary Company dated on 19th January, 2024 named “Arham Corporate Private Limited”.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.
10. MEETINGS OF THE BOARD OF DIRECTORS:
NUMBER OF MEETING OF THE BOARD:
During the financial year ended 31st March 2025, your directors held 7 (Seven) meetings. The dates of Board Meetings are: -
Sr.
No.
|
Date of meeting
|
Total No. of Directors on the Date of Meeting
|
No. of Directors attended
|
% of
Attendance
|
1
|
15.05.2024
|
6
|
6
|
100
|
2
|
29.05.2024
|
6
|
6
|
100
|
3
|
05.09.2024
|
6
|
6
|
100
|
4
|
22.10.2024
|
6
|
6
|
100
|
5
|
14.11.2024
|
6
|
6
|
100
|
6
|
29.01.2025
|
6
|
6
|
100
|
7
|
31.03.2025
|
6
|
6
|
100
|
11. AUDITOR’S REPORT:
There are no qualifications or observation or adverse remarks in the Auditors’ Report which require any clarification/ explanation. Moreover, notes on financial statements are self-explanatory and needs no further explanation. Hence Board of Director are not required to give any comment under section 134 (3) (f) of Companies Act, 2013.
12. AUDITORS
A. Statutory Auditors:
M/s. Badhan & Co, Chartered Accountants (FRN. 0004008C), have successfully conducted the Statutory audit of Company for the financial year end 31st March 2025. M/s. MRCA & Associates, Chartered Accountants (FRN: 012690C), Raipur have resigned as Statutory Auditors of the Company which has caused casual vacancy. To fill such casual vacancy, pursuant to the recommendations of Audit Committee the Board has proposed M/s. Badhan & Co, Chartered Accountants (FRN: 0004008C), Chartered Accountants as the Statutory Auditors of the Company upto the Seventeen Annual general Meeting of the Company for 5 (five) consecutive Financial Years.
Further, pursuant to Section 139 of the Companies Act, 2013 M/s. Badhan & Co, Chartered Accountants (FRN. 0004008C) have expressed their willingness to such appointment as Statutory Auditors. They have further confirmed that if appointed, their appointment would be in pursuance to the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
B. Secretarial Auditors:
During the year, the Company has appointed M/s. Abhishek Jain & Associates Practicing Company Secretaries, a Peer Reviewed Firm, as a Secretarial Auditor pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 for conducting secretarial audit of the company for the financial year 2024-25. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.
C. Cost Auditor:
Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.
D. Internal Auditor:
During the year, the Company has appointed M/s. Agrawal Bafna & Associates, Chartered Accountants (FRN: 027234C), Durg, Chhattisgarh, as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.
11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2025.
The Directors and KMP as on 31st March 2025 are as follows:
Sr. No.
|
Name
|
DIN
|
Designation
|
Date of Appointment
|
1.
|
Mr. Ankit Jain
|
AIGPJ7531B
|
Chief Financial Officer
|
02/06/2022
|
2.
|
Mr. Ankit Jain
|
06381280
|
Director
|
27/12/2013
|
3.
|
Mr. Anekant Jain
|
06732591
|
Director
|
27/12/2013
|
4.
|
Mr. Anekant Jain
|
AVGPJ0208C
|
Chief Executive Officer
|
02/06/2022
|
5.
|
Mr. Manish Kumar Agrawal
|
09781023
|
Independent Director
|
01/06/2023
|
6.
|
Mr. Saurabh Agrawal
|
07472972
|
Independent Director
|
25/06/2022
|
7.
|
Mr. Roshan Jain
|
06381291
|
Managing Director
|
25/06/2022
|
8.
|
Mrs. Rukmani Jain
|
06381287
|
Non-Executive Woman Director
|
25/06/2022
|
9.
|
Mrs. Pooja Avinash Gandhewar
|
AORPT2638G
|
Whole Time Company Secretary
|
05/08/2022
|
12. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR SHAREHOLDING:
A Remuneration Of Directors
Name
|
Ankit Jain
|
Anekant Jain
|
Roshan Jain
|
Designation
|
Executive Director
|
Executive Director
|
Managing Director
|
Shareholding
|
Number of Shares
|
3516000
|
2268000
|
3924000
|
Remuneration
|
Basic & D. A
|
12,75,000
|
12,75,000
|
12,75,000
|
Special Allowance
|
-
|
-
|
-
|
HR. A
|
-
|
-
|
-
|
Transportation
|
-
|
-
|
-
|
Washing Allowance
|
-
|
-
|
-
|
Commission
|
-
|
-
|
-
|
LTA
|
-
|
-
|
-
|
Medical
|
-
|
-
|
-
|
Total
|
12,75,000
|
12,75,000
|
12,75,000
|
B. Remuneration of Key Managerial Personnel
Name
|
Pooja Avinash Gandhewar
|
Designation
|
Company Secretary cum
|
Compliance officer
|
Salary
|
2,64,000
|
13. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-IV forming part of this report.
14. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:
No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company's Holding or Subsidiary companies during the financial year.
15. LOANS, GUARANTEES AND INVESTMENTS: -
During the financial year 2024-25, the Company did not provide any loans or guarantees or made investment in its subsidiaries, joint ventures, associate companies, other corporate entities, or individuals.
16. DEPOSITS:
The Company has not accepted/ renewed any deposits for the year ended 31st March, 2025.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “ANNEXURE V”.
18. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace. It has adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of sexual harassment of woman at workplace (prevention, prohibition and redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at work place.
The Company has not received any complaint regarding sexual harassment during the Financial Year 2024-25.
19. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility ('CSR') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies ('CSR Policy') Rules, 2014 are set out in Annexure VI of this Report.
The Corporate Social Responsibility Committee comprises of
Name of the Directors
|
Nature of Directorship
|
Designation in Committee
|
Mr. Roshan Jain
|
Managing Director
|
Chairman
|
Mr. Anekant Jain
|
Director
|
Member
|
Mr. Ankit Jain
|
Director
|
Member
|
The Committee met two times during the year. The brief outline of the corporate social responsibility (CSR) policy of the Company is available on the website of the Company at https://arhamtechnologies.co.in/committeesOfTheBoard.
20. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards read with requirement set out under Schedule III of the Companies Act, 2013 had been followed and there is no material departure from the same;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31st March, 2025 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) The directors had prepared the annual accounts on a going concern basis; and
e) 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.
21. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
22. A UDIT COMMITTEE: - {Section 177 (8)}
The Audit Committee had duly formed in line with the provisions of Section 177 (8) of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Saurabh Agrawal - Chairman
2. Mr. Manish Agrawal - Member
3. Mr. Ankit Jain - Member
Note: During the year under review, the composition of the Audit Committee of the company was not changed.
Sr.
No.
|
Date of meeting
|
Total No. of Members on the Date of Meeting
|
No. of Members attended
|
% of
Attendance
|
1.
|
15/05/2024
|
3
|
3
|
100%
|
2.
|
05/09/2024
|
3
|
3
|
100%
|
3.
|
14/11/2024
|
3
|
3
|
100%
|
23. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬ SECTION (3) OF SECTION 178:
The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Manish Agrawal - Chairman
2. Mr. Saurabh Agrawal - Member
3. Mrs. Rukmani Jain - Member
Note: During the year under review, the composition of the Nomination and Remuneration Committee of the company was not changed.
Sr.
No.
|
Date of meeting
|
Total No. of Members on the Date of Meeting
|
No. of Members attended
|
% of
Attendance
|
1.
|
04/04/2024
|
3
|
3
|
100%
|
2.
|
03/09/2024
|
3
|
3
|
100%
|
24. STAKEHOLDER RELATIONSHIP COMMITTEE: - {Section 178}
The Stakeholder Relationship Committee had duly formed in line with the provisions of Section 178 of the Companies Act, 2013. The details of the Committee are available on the website of the Company at https://arhamtechnologies.co.in/investor-relation/ and it comprises of following persons;
1. Mr. Manish Agrawal - Chairman
2. Mr. Ankit Jain - Member
3. Mrs. Rukmani Jain - Member
Sr.
No.
|
Date of meeting
|
Total No. of Members on the Date of Meeting
|
No. of Members attended
|
% of
Attendance
|
1.
|
04/04/2024
|
3
|
3
|
100%
|
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERA TIONS IN FUTURE:
During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
A Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
B. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
C. Bonus Shares
During the year under review, the Company has capitalized its reserves amounting to Rs. 8.46 lakhs and issued Bonus Shares to the shareholders in the ratio of 1:1, thereby increasing the paid-up share capital of the Company. The Bonus issue was made out of the Company’s free reserves, in compliance with the provisions of the Companies Act, 2013 and rules made thereunder, and other applicable statutory requirements.
The Board of Directors expresses its gratitude to the shareholders for their continued trust and support.
D. Employees Stock Option Plan (ESOP)
The Company has implemented the ATL Employee Stock Plan 2024 under which up to 169,200 equity shares of Rs. 10/- each may be allotted to eligible employees. The Company has received in-principal approval from NSE for listing of these shares. The ESOP is designed to attract, retain, and motivate employees by aligning their interests with the long-term growth and performance of the Company, in accordance with SEBI (Share Based Employee Benefits) Regulations, 2021.
26. FORMAL ANNUAL EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.
The performance evaluation of the respective Committees and that of Independent and Non¬ Independent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
27. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 as Annexure-II.
28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.
The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.
29. RISK MANAGEMENT:
Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, trace, monitored and reported as a part of normal business practice. The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.
30. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, has been made and maintained by the Company.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. The mechanism of whistle blower policy is in place.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis report is annexed in Annexure-VI.
33. WEBSITE:
The Company is maintaining its functional website and the website contains basic as well as investor’s related information. The link of website is https://arhamtechnologies.co.in/
34. CORPORATE GOVERNANCE:
As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company. Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.
35. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:
There is no revision of financial statement. Hence, it is not applicable to your company.
36. GENERAL MEETING:
The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting’, has been duly followed by the Company
Details of the General Meetings of the Company held during the financial year along with summary of Resolutions passed thereat, as more particularly set out in the respective notices of such General Meetings, as passed by the Members, are as follows:
AGM /EGM
|
Day, Date, Time and Venue
|
Particulars of Resolution
|
Extra Ordinary
|
Friday, 12th April, 2024 at
|
1. To Increase the authorised share
|
General
|
12:30 p.m. at Plot No. 15,
|
capital of the company and
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Meeting
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Electronic Manufacturing
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consequential amendment in
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Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India
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memorandum of association of the Company.
2. To Consider and approve the matter regarding issue of bonus shares to the equity shareholders.
3. To Increase the limit of fresh issue of shares through further public offer (FPO).
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Extra Ordinary
General
Meeting
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Monday, 24th February, 2025 at 03:00 p.m at Plot No. 15, Electronic Manufacturing Cluster, Sector 22, Village Tuta, Atal Nagar, Nava Raipur Chhattisgarh, 492015 India
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1. To Increase the authorised share capital of the company and consequential amendment in memorandum of association of the Company.
2. To Appointment of statutory auditor to fill casual vacancy.
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Annual General
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Monday, 30th September,
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1. Adoption of Audited Financial
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Meeting
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2024 at 04.00 p.m. at Plot No.
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Statements.
|
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15, Electronic Manufacturing
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2. Re-appointment of a Director.
|
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Cluster, Sector 22, Village
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3. To consider and approve ATL
|
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Tuta, Atal Nagar, Nava
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Employee Stock Plan 2024 and grant of
|
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Raipur, Chhattisgarh, 492015
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Employee Stock options to Eligible
|
|
India
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Employees.
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3 7. REPORTING OF FRA UD:
The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.
38. ANNUAL RETURN:
Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company have been uploaded on the Company's website https://arhamtechnologies.co.in/investor-relation/ in e-form MGT-7 for the financial year ended March 31, 2025.
39. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
40. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:
During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
41. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the Financial year under review, there were no one-time settlement of Loans taken from Banks and Financial institutions.
42. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:
The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software’s and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.
The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.
44. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company Has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
45. ACKNOWLEDGEMENT:
Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review and look forward to their continued co-operation in the years to come.
Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.
For and on behalf of the Board of Directors
SD/- SD/-
Managing Director Director
Date: 26.08.2025 DIN 06381291 DIN 06381280
Place: Raipur
NAME Roshan Jain NAME Ankit Jain
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