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You can view full text of the latest Director's Report for the company.

BSE: 544025ISIN: INE0PP401015INDUSTRY: Engineering - Heavy

BSE   ` 76.50   Open: 72.12   Today's Range 72.12
76.50
+1.25 (+ 1.63 %) Prev Close: 75.25 52 Week Range 67.40
154.80
Year End :2025-03 

Your directors take pleasure in presenting their Thirty Fourth Annual Report on the Business and Operations of the Company
and the Accounts for the Financial Year ended 31st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous financial year
ended March 31, 2024 is given below:

Particulars

31-Mar-25

31-Mar-24

Total Income

2046.50

2489.03

Less: Expenditure

1964.42

2211.84

Profit before Depreciation and tax

82.08

277.19

Less: Depreciation

2.74

2.23

Profit before Tax

79.34

274.96

Provision for Taxation

37.97

71.36

Profit after Tax

41.37

203.59

Other Comprehensive Income

0.00

0.00

Total Comprehensive Income

41.37

203.59

Earnings Per Share (FV of Rs.10/- per share)

(1) Basic

2.21

13.45

(2) Diluted

2.21

13.45

We are a renowned manufacturer of chemical process equipment, specializing in continuous drying and cooling systems.
Our strategic objective is to deliver world-class solutions that meet international standards, driving growth and value
creation for stakeholders.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 2046.50 Lakhs for the year ended March 31, 2025 as against ? 2489.03
Lakhs in the previous year. The Company made a net profit of ? 41.37 Lakhs for the year ended March 31, 2025 as
compared to the net profit of ? 203.59 Lakhs in the previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual
Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company
and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are
not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor
Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000
(Rupees Twenty Lakh Only) equity shares of Rs. 10/- (Rupees Ten Only)

The Paid-up capital of the Company is Rs. 1,87,13,250/- (Rupees One Crores Eighty-Seven Lakhs Thirteen Thousand
Two Hundred Fifty Only) divided into 18,71,325 (Eighteen Lakhs Seventy-One Thousand Three Hundred Twenty-Five)
Equity shares of Rs. 10/-

Company has appointed M/s Cameo Corporate Services Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report as
“Annexure IIP

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by
directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to
the Board’s Report as “
Annexure IV".

11. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO
DIRECTORS, KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

The As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination &
Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework
in relation to the appointment and remuneration of Directors, Key Managerial Personnel, and the other employees and
their remuneration.

The Policy forms part of the Annual Report as “Annexure P", as required under Section 134(3) of the Act. Further, the
Nomination and Remuneration Policy of the Company is available on the website of the Company pursuant to the
proviso of Section 178(4) of the Companies Act, 2013.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to
Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining
qualifications, positive attributes, and Independence of the Director, and criteria for appointment of Key Managerial
Personnel / Senior Management while making the selection of the candidates.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every
employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, does not apply to the Company

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the Financial Year and the date of this Report.

14. ANNUAL RETURN:

The draft Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3)
and 134(3)(9) of the Companies Act, 2013, as amended from time to time and the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at
https://www.arrowhead-dryers.com.

15. CHANGE IN SHARE CAPITAL:

There were no changes in Share Capital of the company for the year ended March 31, 2025.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, the Company is required to familiarise its Independent Directors
through various programmes about the Company, including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(c) roles, rights, responsibilities of independent directors; and

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation
programme. Presentations are made by Senior Management, giving an overview of the operations, to familiarise the new
Directors with the Company's business operations. The Directors are given an orientation on the products of the business,
group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks
and risk management strategy of the Company.

During the year under review, the Independent Directors attended one familiarisation programme designed to enhance
their understanding of the Company and their roles.

The details of the Familiarisation Programme are available on the Company’s website at https://www.arrowhead-
dryers.com/policies.html
.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial personnel

During the year, there were no changes in the Company's Directors and Key Managerial Personnel.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.
Jyoti Mundle, (DIN: 01744211) Whole-Time Director of the Company, retires by rotation and offers herself for re¬
appointment.

The brief resume of Mrs. Jyoti Mundle, the nature of his expertise in specific functional areas, names of the
companies in which he has held directorships, his shareholding etc. are furnished in the
‘Annexure - A’ to the notice
of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations
16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been
no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 10, 2025, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

18. BOARD MEETINGS:

The Company held Four meetings of its Board of Directors during the year on May 22, 2024, September 03,2024,
November 12, 2024, March 10, 2025.

Attendance of Director:

Sr.

No.

Name of the director

Board Meeting

Whether attended
AGM held on

Number of
Meetings which
director was
entitled to
attend

Number of

Meetings

attended

% of
attendance

28.09.2024

(Y/N/NA)

1.

Mr. Ajit Mundle

4

4

100%

Y

2.

Mrs. Jyoti Mundle

4

4

100%

Y

3.

Ms. Priyanka Moondra Rathi

4

4

100%

Y

4.

Mrs. Mayuri Rupareliya

4

4

100%

Y

5.

Mr. Nikhil Malpani

4

4

100%

Y

COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on June 05, 2023 under the
chairmanship of Mr. Nikhil Malpani. During the year, the committee met Three (3) times with full attendance of all
the members. The composition of the Audit Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:

Name of Director

Category

Position in the

Attendance at the Audit Committee Meetings
held on

committee

22.05.2024

03.09.2024

12.11.2024

Mr. Nikhil
Malpani

Non-Executive -
Independent Director

Chairman

Yes

Yes

Yes

Mrs. Mayuri
Rupareliya

Non-Executive -
Independent Director

Member

Yes

Yes

Yes

Mr. Ajit Mundle

Chairman & Managing
Director

Member

Yes

Yes

Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the

Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited
Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission
to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and
reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors
in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s
accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and

possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The

Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on

June 05, 2023 under the Chairmanship of Mrs. Mayuri Rupareliya. During the year, the committee met one time with

full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31,
2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director

Category

Position in the
committee

Attendance at the
Remuneration Committee
held on 22.05.2024

Mrs. Mayuri Rupareliya

Non - Executive Independent Director

Chairman

Yes

Mrs. Priyanka Moondra
Rathi

Non - Executive Independent Director

Member

Yes

Mr. Nikhil Malpani

Non - Executive Independent Director

Member

Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• 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 of directors their appointment and
removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure P’.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, was constituted on June
05, 2023, is under Chairmanship of Mrs. Mayuri Rupareliya. The Committee is governed by a Charter, which is in
line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one
time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at
March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director

Category

Position in
the

committee

Attendance at the
Stakeholders’ Relationship
Committee held on
22.05.2024

Mrs. Mayuri Rupareliya

Non - Executive Independent Director

Chairperson

Yes

Mr. Ajit Mundle

Chairman & Managing Director

Member

Yes

Mrs. Jyoti Mundle

Whole Time Director

Member

Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had
no share transfers pending as on March 31, 2025.

Ms. Radhika Bhootra, Company Secretary is the Compliance Officer of the Company.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The
entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being
evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of
evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key
functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of

Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to
Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional
Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of
the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and
rules framed there under for the year ended 31st March 2025. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company during the period.

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s B.B. Gusani & Associates (FRN: 140785W), Chartered Accountants as the
statutory auditors of the Company for term of five consecutive years, for financial year 2023-24 to Financial Year

2027-28, from the conclusion of 32nd Annual General Meeting, held in 2023 till the conclusion of the 37th Annual
General Meeting to be held in the year 2028, as approved by shareholders of the Company.

ii. Secretarial Auditor:

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 has appointed JNG & CO., a firm of Company
Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2025-26 and
F.Y. 2026-27. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as
“Annexure II”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the
Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the
applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act,
2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Directors based on the recommendation of the Audit Committee and pursuant to the provisions of
section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. DGMS & Co., (Firm
Registration Number 0112187W) Chartered Accountants, Mumbai as the Internal Auditors of the Company for
the financial year 2025-26 and 2026-27. The Internal Auditor conducts the internal audit of the functions and
operations of the Company and reports to the Audit Committee and Board.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse
remarks. Report of the Auditors are given as an Annexure which forms part of this report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted
a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards
against victimization of persons who may use such mechanism. The functioning process of this mechanism has been
more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said
Policy is available on Company’s website at
https://www.arrowhead-dryers.com/policies.php.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. DGMS & Co.,
Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the
activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is
placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews

performed by management and the relevant board committees, including the audit committee, the board is of the opinion
that the Company’s internal financial controls were adequate and effective during the financial year 2024-25.

25. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees
from time to time to handle and minimize these risks. The policy is available on the company website:
https://www.arrowhead-dryers.com/uploads/RISK%20MANAGEMENT%20POLICY.pdf

26. LISTING WITH STOCK EXCHANGES:

Arrowhead Seperation Engineering Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual
Listing Fees for the year 2025-26 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of
Directors and General Meetings.

28. *PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 65,280/-

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: Not
Applicable

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 44 (Forty Four).

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on
its website
https://www.arrowhead-dryers.com/policies.php.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy
intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on
adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial
statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus,
Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract /
arrangement /transaction with related parties which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. The details of the related party transactions as required under
Indian Accounting Standard (IND-AS) - 24 are set out in Note to the financial statements forming part of this Annual
Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention
of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018. The Code is available on the Company’s website
https://www.arrowhead-dryers.com/policies.php.

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of
business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no
materially significant transactions with the related parties during the FY which were in conflict with the interest of the
Company.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company’s operations in future.

37. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has
been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging &
redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Category

Number

Number of complaints received during FY25

0

Number of complaints resolved as on March 31, 2025

0

Number of complaints not resolved as on March 31, 2025

0

Number of pending complaints as at March 31, 2025

0

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments
and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for
women employees. All eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

40. HUMAN RESOURCES:

The Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have
the right information on business evolution.

41. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have
listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

42. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures.

ii. They have 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. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the
Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

The Directors would like to express deep sense of appreciation for the assistance and co-operation received from the
Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives,
staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: By Order Of The Board Of Directors

Survey No 39, Village Mundhegaon, Tal Igatpuri, For Arrowhead Seperation Engineering Limited

Nashik - 422403, Maharashtra. (Formerly known as Arrowhead Separation Engineering Pvt Ltd.)

Tel : 8422829060

CIN: U74210MH1991PLC062643 Sd/-

Website:https://www.arrowhead-dryers.com/ Ms- Jyoti Mundle

Email: compliance@arrowhead-dryers.co.in (Whole Time Director)

DIN:01744211

Sd/-

Mr. Ajit Mundle
(Chairman & Managing Director)
DIN: 01745577
Monday, August 18, 2025