Archit Organosys Ltd

Your Directors have pleasure in presenting the 31st Annual Report together with the Audited Standalone and Consolidated Financial Statement for the year ended on 31st March, 2024.

1. Financial Results: [Amount in Lacs]

The operating results of the Company for the year ended on 31st March, 2024 are brie y indicated below:

Due to reduction in profits and in order to conserve the resources your directors do not recommend any payment of dividend for the reporting financial year. Your Directors have declared and paid a dividend of Rs. 0.50 (@5%) per share of Rs. 10/- each in previous financial year.

Total revenue from Operations of the Company for scal year 2024 reduced to Rs. 11,319.14 Lakhs as against Rs. 12,778.29 Lakhs for scal year 2023, showing a reduction of 11.41%, however the Company was able to continue the momentum of earning profit by reaching the bottom-line profits of Rs. 101.38 Lakhs as compared to Rs. 1,378.62 Lakhs in the previous financial year.

The Company is con dent to have better future performance.

There has been no other material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A which is attached to this report.

A report on Management Discussion and Analysis (MDA) is annexed to this report as Annexure B, inter-alia deals adequately with the operations and also current and future outlook of the Company.

As on March 31, 2024, the paid up capital of the Company was Rs. 20,52,07,230/- divided into 2,05,20,723 equity shares of Rs. 10/- each. During the year under review there is no issue of equity shares with/ without differential Rights, sweat equity shares, Stock Option etc., hence there was no change in the capital structure of the Company.

The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The company has not taken any loan from Directors of the Company during the financial year 2023-24.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on "Corporate Governance" is attached as an Annexure C and forms part of this report.

The Composition of Board is in compliance with requirement of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have at least one woman director on the board of the Company. Your company has Mrs. Archana Amin as Director on the board since 01/04/2009, who is presently the whole-time director of your Company.

Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Smt. Archana K. Amin (DIN: 00038985), Whole Time Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and she being eligible offers herself for re-appointment.

On account of completion of second and nal term of appointment w.e.f. 31/03/2024, Shri Bhupendra Vishnuprasad Mehta ( DIN 00133677) ceased to be Independent Director of the Company. The Board places on record the valuable services rendered by him during his long tenure of Directorship in the Company.The Board of Directors had appointed Shri Bhavin Gautamkumar Shah (DIN: 07886304) and Shri Vatsal Shaileshbhai Vora (DIN: 05271169) as Independent Directors for the term of ve years w.e.f. 26th June, 2023 subject to approval of shareholders, which was approved in the 30th Annual general meeting of the Company by the shareholders.

There was no change in the composition of the Board of Directors except mentioned above during the financial year under review however following changes in KMP were taken place during the Year:

1. Shri Vijay A. Boliya has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 31/03/2024

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Shri Kandarp Amin-Chairman and Whole Time Director

2. Smt. Archana Amin - Whole Time Director

3. Shri Archit Amin - Whole Time Director

4. Shri Ajay Patel - Chief Financial Officer

*5. Smt. Purvi S. Mitna Whole Time Company Secretary

*Note- Ms. Purvi S. Mitna has been appointed as Company Secretary and Compliance o cer w.e.f. 29th June 2024.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

The Whole time Directors are not receiving any commission/ remuneration from Subsidiary Company. The Company does not have any holding company.

This clause is not applicable to the company during the financial year under review.

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March 2024 will be accessed on the Company's website at https://architorg.com/wp-content/uploads/2024/08/Annual-return-MGT-7-for-2023-24.pdf

During the financial year under review, the company has incorporated Novel and Nano Xtreme Solutions LLP as subsidiary of the Company. The same also ceased to be subsidiary of the Company during the Financial year. The Company also had a subsidiary in the name of Archit Life Science Limited incorporated in the financial year 2022-2023, which ceased to be subsidiary of the company during the financial year. The Company does not have any joint Ventures and Associate Company during the financial year under review.

As there are no subsidiaries/JVs/Associate companies as on 31/03/2024, reporting of same in AOC-1 is not applicable.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors' responsibility Statement, the Directors' con rms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year on 31st March,2024 and of the profit of the Company for the year under review.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the accounts for the period ended on 31st March 2024 on a going concern basis.

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

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.

During the year the Board of Directors duly met Thirteen (13) times. The details of the Board Meetings are provided in the Corporate Governance Report which is been annexed as Annexure C to the Report.

The properties and assets of the Company are adequately insured.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149 (6) of the Companies Act, 2013, the Board hereby con rms that all the Independent Directors have given declarations and further con rms that they meet the criteria of Independence as per the provisions of Section149(6) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent to the Management of the Company.

Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder read with Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 formal annual evaluation is to be made by the Board of its own performance and that of its Committees and Individual Directors. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees and Independent Directors (excluding the Director being evaluated).

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on 03rd April 2023. The Directors expressed their satisfaction with the evaluation process.

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees is attached as Annexure D to this report.

M/s. Chetan Patel & Associates, Practicing Company Secretaries, was appointed as Secretarial Auditor of the Company to conduct secretarial audit for the financial year 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Annual Secretarial Compliance Report and Secretarial Audit Report submitted by them is attached as Annexure E to this report.

With respect to observations of the Secretarial Auditors'

1. Regarding appointment of Independent Director at AGM with an Ordinary resolution, the management would like to state that the company has received the requisite approval from members which is same as required in the case of special resolution i.e. 99.47 % & 99.48 % respectively. Thus the company has received the required approval from shareholders as required under Regulation 25(2A) of SEBI LODR Regulations i.e. by way of special resolution.

2. Regarding to the submission of copy of annual report along with the notice of shareholders later than the day of commencement of dispatch to its shareholders to the stock exchange, company has provided clarification to Stock exchange that due to some technical glitches and internet connectivity issues at our officewe were not able to le the Annual Report on the same day of commencement of dispatch to the shareholders, However, the same was led with the Stock Exchange immediately on resolving the issue and so it was led on 10th August, 2023 i.e. the next day of dispatch.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2013 all the contracts and arrangements with related parties entered by the Company during the financial year were in ordinary course of Business and on arms' length basis. Details of the transactions are as mentioned in

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in Ind AS-24 which is forming the part of the notes to financial Statement.

The policy on Related Party Transactions has been uploaded on the website i.e. https://www.architorg. com/investorrelations/Related%20Party%20transactions. pdf

The Board of Directors of the Company has proposed the resolution for the approval for Material Related Party Transaction in the ensuing 31st AGM of members of the

Company.

Details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure G of this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by members at the registered officeof the Company during business hours on working days of the Company up to the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard at share@architorg.com.

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures etc. The management is taking further steps to strengthen the internal control system.

There is no change in the nature of business of the Company during financial year under review.

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities. The Board has approved a policy for Corporate Social Responsibility and same has been u p l o a d e d o n t h e w e b s i t e i . e . https://www.architorg.com/investorrelations/policy/2023/CS R%20Policy.pdf.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy to conduct the task under CSR, during the year.

The Annual Report on Corporate Social Responsibility (CSR) Activities along with Annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 and content of CSR policy is annexed as a separate

The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year has been mentioned in the Annexure H.

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk.

In the opinion of the Board there has been no identi cation of element of risk that may threaten the existence of the Company.

The details of loan provided and investments made, if any are as mentioned in the notes to accounts. The Company has not provided any guarantee or security falling under purview of Section 186 of the Companies Act, 2013 during the financial year under review.

The Loans granted have been utilized by Company for their business purpose.

In terms of the provisions of section 139 of the Companies Act, 2013, the Company had appointed M/s. G. K. Choksi & Co., Chartered Accountants, (Firm Reg. no. 101895W) as statutory auditor of the Company for the period of 5 ( ve) years in the 29th Annual general Meeting.

The Statutory Auditors' Report on the financial statements of the Company for the financial year ended on 31st March, 2024, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.

During the financial year under review, auditors of the company has not reported any fraud under sub-section (12) of section 143 of the Companies Act, 2013.

There are no quali ed/adverse remarks in the Auditors' report, so no comments are required.

M/s. S. N. Shah & Associates, Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a yearly basis. The scope of internal audit is approved by the Audit Committee.

Your Company has appointed Rajendra Patel & Associates, Cost Accountants, Ahmedabad as Cost Auditor of your Company to audit the cost records for the financial year 2024- 25. As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, subject to the rati cation by the members at the ensuing Annual General Meeting, at remuneration of Rs. 75,000 (Rupees Seventy Five Thousand Only) p.a. excluding GST (if applicable) and out of pocket expenses, if any.

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

The Audit Committee of the Company as on 31st March, 2024 consists of following Directors as its members:

The Constitution of Audit Committee is changed w.e.f. 01-04-2024 as under:

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy is also available on the website of the Company www.architorg.com.

The Company has complied with the provision relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case has been received under the said act during the year.

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Company's operations as on date of this report.

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation for the services rendered by the employees of the Company during the year.

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

HDFC Bank Ltd. has led transfer petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 on 20.01.2023 before Hon'ble NCLT, Ahmedabad. Now the matter is resolved as the One-time Settlement has been executed between the HDFC Bank Ltd. And Archit Organosys Limited.

The Board is thankful to its bankers for their continued support and assistance, which has played important role in progress of the Company.

Your Directors places on records the contribution of employees of the Company at all levels and other business associates for their commitment, dedication and respective contribution to the Company's operations during the year under review.