Aartech Solonics Ltd Directors Report

To,

The Members,

Aartech Solonics Limited

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 Auditors 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 ^ Lakhs)	Standalone		Consolidated
PARTICULARS	Year ended 31st March 2025	Y e a r ended 31 st March 2024	Year ended 31 st March 2025	Y e ar ended 31 st 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 COMPANYS OPERATIONS DURING THE YEAR / STATE OF COMPANYS 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 Companys 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 Companys 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.

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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 31st 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. S 0 L 0 N I C S

b) Status of Shares in D-mat Form:

As members are aware, the Companys 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:

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 Companys 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.

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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 Companys 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).

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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-appointment

i) 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.

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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 Companys management and the Board, and

?€? Discussed other strategic matters pertaining to the Companys 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

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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 Companys 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; S 0 L 0 N I C S

?€? 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 details of Board Meetings held during the financial year 2024-25 are as under:

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	30.05.2024	6	6
2.	20.06.2024	6	6
3.	27.07.2024	6	6
4.	12.08.2024	6	6
5.	14.08.2024	6	6
6.	05.09.2024	6	6
7.	14.11.2024	6	6
8.	12.02.2025	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 2024-25	Whether attended last AGM (42n d AGM, held on 30.09.2024)
	Held	Attended
Mr. Amit Anil Raje	8	8	Yes
Mrs. Arati Nath	8	8	Yes
Mr. Anil Anant Raje	8	8	Yes
Mr. Prashant Dattatray Lowlekar	8	8	Yes
Mr. Kshitij Negi	8	8	No
Ms. Supriya Sunil Chitre	8	8	Yes

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(c) Information available for the members of the Board

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 Companys website and can be accessed at:

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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 arms 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 Companys 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

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monitoring the financial reporting process, reviewing the Companys 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.

The Composition of the Audit Committee as on 31 st March, 2025 is as under.

Sr. No.	Name of the Director(s)	Category	Position held
1	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Chairperson
2	Mr. Kshitij Negi	Non-Executive & Independent Director	Member
3	Mr. Amit Anil Raje	Executive Director	Member
4	Ms. Supriya Sunil Chitre*	Non-Executive & Independent Director	Member

* Ms. Supriya Sunil Chitre (DIN: 09237218), Non-Executive Independent Director, was inducted as a member of the Audit 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 Companys 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 Companys 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.

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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) Stakeholders Relationship Committee

The Stakeholders 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 Stakeholders 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.

The Composition of the Stakeholders Relationship Committee is as follows:

Sr. No.	Name of the Director(s)	Category	Position held
1	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson
2	Mr. Anil Anant Raje	Non-Executive Director	Member
3	Mr. Amit Anil Raje	Executive Director	Member
4	Ms. Supriya Sunil Chitre	Non-Executive & Independent Director	Member

* Ms. Supriya Sunil Chitre (DIN: 09237218), Non-Executive Independent Director was inducted as a member of the Stakeholders 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 Committees 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. S 0 L 0 N I C S

Details of Investors Requests/Complaints Report for the period 01 st April, 2024 to 31 st March, 2025 are given below:

Sr. No.	Nature of Requests/Complaints	Opening balance	Complaints Received	Total	Redressed	Pending
1	Delay in transfer of shares	-	-	-	-	-
2	Delay/ non receipt of Annual Reports	-	-	-	-	-
3	Delay/ non-receipts in issue of duplicate shares	-	-	-	-	-
4	Delay/ non-updating of clients information in record	-	-	-	-	-
5	Non-receipt of shares/ dividends/rights/bonus shares	-	-	-	-	-
6	Any other requests/ complaints	-	-	-	-	-

NIL COMPLAINTS ECEIVED

(c) Nomination and Remuneration Committee

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.

The Composition of the Nomination and Remuneration Committee is as follows:

Sr. No.	Name of the Director(s)	Category	Position held
1	Mr. Kshitij Negi	Non-Executive & Independent Director	Chairperson
2	Mr. Prashant Dattatray Lowlekar	Non-Executive & Independent Director	Member
3	Mr. Anil Anant Raje	Non-Executive Director	Member
4	Ms. Supriya Sunil Chitre	Non-Executive & Independent Director	Member

* Ms. Supriya Sunil Chitre (DIN: 09237218), Non-Executive Independent Director, was inducted as a member of the 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.

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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 Committees 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;

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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.

?€? Companys policy on remuneration of Directors, KMPS 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.

PARTICULARS OF EMPLOYEES

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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 Companys 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 companys 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.

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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 firms 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 Auditors Report thereon. The Auditors 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 auditors 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 Auditors 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

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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 Boards 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 Companys 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 firms 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

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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.

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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 Companys 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 Companys 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,

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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 Companys 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 Companys 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;

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.

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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.

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The Business Risk Management Framework aids in identifying both risks and opportunities that could impact the Companys 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 Companys 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.

The gender wise details of person employed are as follows: Particulars	As on 31 st March, 2025	As on 31 st March, 2024
Male	61	72
Female	08	07
Transgender	-	-
Total	69	79

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 Companys 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.

For the financial year ended 31st March, 2025 , the Company did not receive any complaints related to sexual harassment.. The details of the POSH Compliances are as follows:

Number of sexual harassment complaints filed during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending for more than 90 days during the financial year	Nil

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. S 0 L 0 N I C S

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 Companys 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 Boards 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

S 0 L 0 N I C S

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 Boards Report and Management Discussion and Analysis, including those regarding the Companys 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 Companys operations include, but are not limited to, the availability and pricing of raw materials, cyclical demand and pricing in the Companys principle markets, changes in government regulations, tax policies, economic developments in the country and other relevant factors.

39. APPRECIATIONS AND ACKNOWLEDGMENTS

Your Companys 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 Companys 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.

	For and on behalf of the Board Aartech Solonics Limited
	Sd/-	Sd/-
	Amit Anil Raje	Arati Nath
Place: Bhopal	Chairman & Managing Director	CEO & Director
Dated: 05/09/2025	(DIN:00282385)	(DIN: 08741034)
	R/o 15, Silver Oak, Green Heights	Bunglow No.3, Samarth Parisar,
	Gulmohar Colony	Bawadia Kalan, E-8 Extension,
	Bhopal 462038 (M.P.)	Near Orion School, Trilanga, Bhopal, 462039 (M.P.)