Affordable Robotic & Automation Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the Seventeenth Annual Report of the business and operations of Affordable Robotic & Automation Limited (the Company or ARAL or ARAPL) along with the audited financial statements, for the financial year ended on March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial performance on consolidated and standalone basis for the year ended March 31, 2026 are as under:

(INR in Lakhs)

Particulars	Standalone FY 2025-26 (FY26)	Standalone FY 2024-25 (FY25)	Consolidated FY 2025-26 (FY26)	Consolidated FY 2024-25 (FY25)
Income
Revenue from operations	10,904.71	16,047.26	11,767.01	16,255.85
Other Income (net)	188.65	21.60	328.88	99.25
Total Income	11,093.36	16,068.86	12,095.89	16,355.10
Expenses
Operating expenditure	9,918.07	15,095.84	10,868.44	17,106.11
Depreciation and Amortization Expenses	210.10	151.56	239.26	190.73
Total Expenses	10,128.17	15,247.40	11,107.70	17,296.84
Profit before extraordinary items & tax	965.20	821.46	988.19	(941.74)
Profit before tax (PBT)	965.20	821.46	988.19	(941.74)
Tax expense	269.30*	222.87*	291.08*	223.14*
Profit for the year	695.90	598.59	697.11	(1,164.88)

*Including Deferred Tax Charges (Revenue)

2. DIVIDEND

The Board of Directors does not recommend any dividend for the financial year.

3. RESERVES

The Board proposes to carry the Net profit after taxation of Rs. 695.90 Lakhs for the financial year 2025-26 [PY: Net profit After Taxation of Rs. 598.59 Lakhs] for standalone and for consolidated Net profit after taxation of Rs. 697.11 Lakhs for the financial year 2025-26 [PY: Net profit After Taxation — Rs. (1164.88) Lakhs].

4. CHANGE OF NAME

There is no change in the name of the Company during the financial year under review i.e., April 01, 2025 to March 31, 2026.

5. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

6. COMPANYS PERFORMANCE

On a Consolidated basis, the revenue from operations for financial year 2025-26 was at Rs. 11,767.01 Lakhs as against Rs. 16,255.85 Lakhs for the financial year 2024-25 and the profit/(loss) for the financial year 2025-26 was Rs. 697.11 Lakhs as against Rs. (1,164.88) Lakhs for the financial year 2024-25.

On a Standalone basis, the revenue from operations for financial year 2025-26 was at Rs. 10,904.71 Lakh as against Rs. 16,047.26 Lakhs for the financial year 2024-25. The profit for the financial year 2025-26 was Rs. 695.90 Lakhs as against Rs. 598.59 Lakh for the financial year 2024-25.

7. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

Your Company is leading in automation world from more than a decade serving in Automotive, Non-Automotive, General Industries & also in Government Sector. ARAL has customer base in India & other parts of Asia and world. ARAL is a Turnkey Automation Solution provider for all kind of Industrial Automation needs such as Line Automation, Assembly Line, Conveyor, Robotic Inspection Stations, Pick & Place Systems, Gantry, Auto Assembly stations, Robotic Welding Cell & Lines, Fixed, Indexing & Rotary type Welding fixtures, Spot, Mig, Tig Welding Robotic Cell, SPMs for Welding, Pneumatic, Hydraulic, Hydro-pneumatic SPMs, Jigs, Gauges & Fixtures. Automatic Car Parking System is also Companys major area of expertise.

8. CONTINGENCIES & EVENTS OCCURRING AFTER BALANCE SHEET DATE

a) Contingencies Occurring after Balance Sheet Date

No such Liabilities were noticed which are contingent in nature.

b) Events Occurring after Balance Sheet Date

After the closure of FY 2025-26, the paid-up equity share capital of the Company increased from Rs. 11,24,62,660/- (Rupees Eleven Crores Twenty Four Lakhs Sixty-Two Thousand Six Hundred and Sixty Only), comprising 1,12,46,266 Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 11,85,11,050/- (Rupees Eleven Crores Eighty-Five Lakhs Eleven Thousand and Fifty Only), comprising 1,18,51,105 Equity Shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up, pursuant to the allotment of 6,04,839 Equity Shares of the face value of Rs. 10/- each, for cash at an issue price of Rs. 248/- per Equity Share, including a securities premium of Rs. 238/- per Equity Share, aggregating to Rs. 15,00,00,072/- on a preferential basis to certain entities belonging to the Non-Promoter category. The said Equity Shares were allotted to the respective allottees on April 14, 2026.

After the closure of FY 2025-26, the Members of the Company approved the proposal for issue and allotment of up to 10,93,750 fully Convertible Warrants at an issue price of Rs. 192/- (Rupees One Hundred Ninety-Two Only) each, (including premium of Rs. 182/- per warrant) on preferential basis to Mr. Milind Manohar Padole, the person belonging to promoter category on preferential basis upon conversion of existing loan for an aggregate amount of up to Rs. 21,00,00,000/- (Rupees Twenty-One Crores only).

Except for the aforesaid matter, there were no other material events or transactions occurring after the end of the Financial Year 2025-26 and up to the date of this Report which require disclosure in the Boards Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN OR AT THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

All Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between or at the end of the financial year of the Company to which the Financial Statements relate and the date of the report are mentioned under applicable heads under this report or the Corporate Governance Report as the case may be.

11. STATUTORY AUDITOR

The company at its Annual General Meeting held on September 29, 2022, had appointed M/s. Vijay Moondra & Co, Chartered Accountants, Ahmedabad (FRN 112308W), as the Statutory Auditors of the Company for the second term of five consecutive financial years to hold office from the conclusion of the 13th AGM till the conclusion of the 18th AGM of the Company to be held in the year 2027.

The statutory auditors of the company have not made any qualification, reservation or adverse remark or disclaimer in their report. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

12. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and on the recommendation of Audit Committee and Board of Directors, the members of the Company at its 16th Annual General Meeting, approved the appointment of M/s Meenu Maheshwari and Associates, Practicing Company Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for a term of five (5) consecutive years commencing from financial year 2025-26 till the financial year 2029-30.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of the SEBI Listing Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available on the website of the Company at https://arap1.co.in/.

The Secretarial Audit Report for the financial year ended on March 31, 2026 issued by the Secretarial Auditor of the Company is annexed herewith as an Annexure V to this report.

M/s Meenu Maheshwari and Associates, confirmed that she also holds a valid certificate of Peer Review issued by the Institute of Company Secretaries of India (ICSI).

13. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules made thereunder, the Company had appointed M/s. MGAM & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26.

Subsequent to the closure of the financial year, the Company has appointed M/s Manojkumar R. Gupta & Company, Chartered Accountants as the Internal Auditor of the Company for a term of two years, to conduct the internal audit of the Company for the financial years 2026-27 and 2027-28.

14. COST AUDIT

During the year under review, your company fall within the ambit of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore cost auditor was required to be appointed.

Accordingly, Mr. Vivek Mukherjee, Practicing Cost Accountant was appointed to conduct cost audit of the company for the year.

15. COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manohar Padole (DIN: 02738236), Director liable to retire by rotation and being eligible, offered himself for re-appointment.

The necessary resolution and brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, for re-appointment of Mr. Manohar Padole, forms part of the Notice convening the ensuing 17th Annual General Meeting of the Company.

Mr. Manohar Padole is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Pursuant to the provisions of Section 149 of the Act, Mr. Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh, Mr. Shailesh Shreekant Pandit and Mr. Rohan Vijay Akolkar are Independent Directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Further, the Board of Directors of the Company, at its meeting held on November 08, 2024, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved the appointment of Mrs. Priyanka Rahul Padole (DIN: 05003810) as an Additional Executive Director of the Company with effect from November 18, 2024. She held office as an Additional Director up to the date of the ensuing General Meeting. Subsequently, during the year under review, the shareholders of the Company approved the regularization of her appointment at the 16th Annual General Meeting held on September 29, 2025.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company on March 31, 2026 are:

Mr. Milind Manohar Padole, Managing Director, Mr. Manohar Pandurang Padole, Whole Time Director, Mr. Sengunthar Dakshnamurthy Kaliadas, Chief Financial Officer and Mrs. Ruchika Shinde, Company Secretary.

17. PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

As per the provisions of Section 136(1) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure VII.

18. REMUNERATION POLICY

The remuneration paid to the employees are as per the remuneration policy made by the company.

19. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations.

20. INDEPENDENT DIRECTORS MEETING

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, the Independent directors held a separate meeting on March 25, 2026, without the presence of Non-Independent Directors and members of the management. All the Independent Directors have attended the meeting.

The following are the key agenda items discussed at the meeting:

i. Review the performance of Non-Independent directors and the Board, as a whole.
ii. Review the performance of the Chairman of the Company, after taking into account the views of executive directors and non-executive directors.
iii. Assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors and senior management on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Board is being involved and briefed on all important issues. Very high levels of engagement were observed and the opinions of each other were respected.

22. AUDIT COMMITTEE

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the section "Corporate Governance Report" forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were accepted by the Board of Directors of the Company from time to time during the year under Report.

23. EMPLOYEES REMUNERATION

There were no employees during the year drawing remuneration in excess of limits specified under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. EMPLOYEE STOCK OPTION PLANS

The Company had formulated the Employee Stock Option Scheme 2021 ("ESOP Scheme 2021") in accordance with the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. Pursuant to the said Scheme, 10714 options were granted to eligible employees, which remained unexercised and were subsequently surrendered by the respective employees.

In view of the prevailing regulatory framework under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations") and with a view to providing a more effective employee incentive mechanism, the Board of Directors, at its meeting held on Monday, August 31, 2026, decided to terminate the ESOP Scheme 2021 and approved the formulation of a new Employee Stock Option Scheme, namely, ESOP Scheme 2026, subject to the requisite approvals.

The Company also proposes to extend the benefits of the ESOP Scheme 2026 to identified eligible employees who were previously granted options under the ESOP Scheme 2021, subject to the terms of the ESOP Scheme 2026 and applicable laws.

The salient features of the ESOP Scheme 2026 are set out in the Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting.

25. PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT, 2013

As per Section 134 of the Act, your Company has provided the Consolidated Financial Statements as on March 31, 2026. Your directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is enclosed to the consolidated financial statements.

26. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of your Company and its Subsidiary as at March 31, 2026 are prepared in accordance with applicable provisions of Companies Act, 2013 and the Rules made thereunder, and form part of this Annual Report.

27. SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of your company was ?20,00,00,000/- (Rupees Twenty crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The Issued, Subscribed, called up and paid-up Share Capital of your Company is Rs. 11,24,62,660/- (Rupees Eleven Crores Twenty-Four Lakhs Sixty-two Thousand Six Hundred and Sixty Only). Comprising 1,12,46,266 (One Crore Twelve Lakhs Forty-six Thousand Two Hundred and Sixty-Six) Equity shares of Rs. 10 Each.

All shares of the Company are in the dematerialized form.

27.1. Increase in Authorised Share Capital of the Company

During the period under review, in order to facilitate the future capital requirements, if any, of the Company and pursuant to the approval of the Shareholders through Postal Ballot, the voting results of which were declared on March 24, 2026, the Authorised Share Capital of the Company was increased from ?12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of ?10/- (Rupees Ten Only) each to ?20,00,00,000/- (Rupees Twenty crores) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The authorised share capital of the Company was increased pursuant to the approval of the members on March 22, 2026, and the requisite Form SH-7 was filed with the Registrar of Companies on April 15, 2026.

27.2. Increase in Issued, Subscribed, called up and Paid-up

After closure of FY 2025-26, the paid-up equity share capital of the Company increased from Rs. 11,24,62,660/- (Rupees Eleven Crores Twenty-Four Lakhs Sixty-Two Thousand Six Hundred and Sixty Only), comprising 1,12,46,266 Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 11,85,11,050/- (Rupees Eleven Crores Eighty-Five Lakhs Eleven Thousand and Fifty Only), comprising 1,18,51,105 Equity Shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up, pursuant to the allotment of 6,04,839 Equity Shares of the face value of Rs. 10/- each, for cash at an issue price of Rs. 248/- per Equity Share, including a securities premium of Rs. 238/- per Equity Share, aggregating to Rs. 15,00,00,072/- on a preferential basis to certain entities belonging to the Non-Promoter category. The said Equity Shares were allotted to the respective allottees on April 14, 2026.

28. SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has 5 subsidiary Companies as on March 31, 2026. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Details of Subsidiaries and Associate Company in FORM AOC-1 is annexed as Annexure III to Boards Report.

S. No Name and address of the company	CIN/GLNHolding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
1 ARAPL Intelligent Equipment Shanghai Co. Ltd	NA Subsidiary	80%	2(87)
2 Masterji.Al Private Limited	U80903PN2020PTC197332 Subsidiary	67%	2(87)
3 ARAPL RaaS Private Limited	U74999PN2021PTC205251 Subsidiary	83.54%	2(87)
4 ARAPL RaaS International LLC (Direct subsidiary of ARAPL RaaS Private Limited)	NA Step Subsidiary	83.54%	2(87)
5 ARAPL RAAS US, INC (Not started any business activity)	NA Subsidiary	100%	2(87)

29. PARTICULARS OF LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

30. RELATED PARTY TRANSACTIONS

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors.

During the year under review, your Company had not entered into any material transaction with any party who is related to it as per the Act. There were certain transactions entered into by your Company with its foreign subsidiaries and other parties who are related within the meaning of Indian Accounting Standard (Ind AS) 24. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with your Companys interest.

All related party transactions are entered into on an arms length basis, are in the ordinary course of business and are intended to further your Companys interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 and the same forms part of this report.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases.

32. CORPORATE GOVERNANCE

A separate section on Corporate Governance with a detailed compliance report as stipulated under the SEBI Listing Regulations and any other applicable law for the time being in force forms an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in the SEBI Listing Regulations (as applicable to BSE and NSE platform listed Companies) forms part of this Annual Report.

33. MEETINGS OF THE BOARD & COMMITTEES

During the Financial Year 2025-26, the Board of Directors of your Company met Ten (10) times to review strategic, operational and financial performance of the company. All the directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. A gist of Board and Committee meetings held during the year along with attendance record of each Director forms part of the Corporate Governance Report.

The gap intervening between two meetings was within the time prescribed under the provisions of the Companies Act, 2013 and other applicable laws.

34. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board of the Company consists of 08 (Eight) Members, including 04 (Four) Independent Directors; 04 Executive Directors (including 01 Managing Director as well as 01 Whole-Time Director).

The Board of Directors of the Company has formulated the Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other Employees which is available on the Website of the Company and can be accessed by using web link at https://cdn.prod.website-files.com/68b6907fb2853dbad69d70cb/69afb2d7cb0da0cb8e519d11_5.4-POLICY-ON-DIRECTOR-APPOINTMENT-REMUNERATION.pdf

35. MANAGEMENT DISCUSSION AND ANALYSIS

Report on Management Discussion and Analysis as stipulated under the SEBI Listing Regulations and any other applicable law for the time being in force based on audited consolidated financial statements for the Financial Year 2025-26 forms part of this Annual Report.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is not applicable to our Company.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A. Conservation of energy

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

B. Technology absorption

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products and services.

C. Foreign Exchange Transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the date of transaction. Exchange differences arising on the foreign exchange transaction settled during the period are recognized in the Profit and Loss Account. Monetary items outstanding on date of Balance sheet have been accounted at exchange rate as on that date and difference has been charged to Profit and Loss account.

Foreign exchange earnings and outgo

(Amount in Lakhs)

Participants	2025-26 (?)
Earnings	Nil
Outgo	286.24

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to Section 135 of the Companies Act, 2013, CSR is applicable to the company for the year under review. The Company contributed a total CSR expenditure of ?15,02,599.87 during the financial year under review by way of a donation to Vrundavan Educational Trust (Reg. F-41477/Pune) towards community development and educational upliftment in the Pune region. The Annual Report on CSR activities, including details of the CSR Policy formulated and implemented by the Company along with the initiatives undertaken during the year, is annexed to this Report as Annexure VIII.

39. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

The Company believes in the immense potential of its human capital and acknowledges that employees are the core growth engine for the Company. The Company is committed to creating an inclusive, performance oriented and entrepreneurial culture that allows it to bring the best out of every individual and team. The Company is committed to creating an equal opportunity workplace, which promotes openness and diversity. The Company has a strong employee value proposition that focuses on challenging work that matters, hiring and retaining the right people, sustained focus on talent and leadership development, differentiated rewards to drive exceptional performance and community engagement.

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

41. LISTING WITH STOCK EXCHANGES

The Equity shares of the company are listed on following stock exchanges:

Name and address of Stock Exchange	Scrip Code/ Symbol
BSE Limited (BSE) Floor 25, P. J Towers, Dalal Street, Mumbai — 400 001	541402
National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra — Kurla Complex, Bandra (EAST), Mumbai — 400051	AFFORDABLE

The Annual Listing Fee for the Financial Year 2025-26 has been paid to both BSE and NSE. The International Securities Identification Number (ISIN) allotted to the Companys equity shares is INE692Z01013.

42. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

43. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

44. DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of 2014 has been furnished.

45. FRAUD REPORTING

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

46. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Companys policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

47. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

48. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory Auditors of the Company. Significant audit observations and follow up actions thereon are reported to the Board. The Board of Directors reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

49. CYBERSECURITY RISK MANAGEMENT

The Company recognizes cybersecurity as a critical component of its overall risk management framework. During the year under review, the Company strengthened its cybersecurity systems by enhancing IT infrastructure, conducting regular vulnerability assessments, implementing multi-factor authentication, and providing cybersecurity awareness training to employees. The Risk Management Committee and the Board periodically reviewed the adequacy and effectiveness of these measures.

No material cybersecurity incidents were reported during FY 2025-26. The Company continues to invest in advanced monitoring tools and follows best practices to ensure the confidentiality, integrity, and availability of its data and digital assets.

50. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during Financial Year 2025-26 with related parties were in the ordinary course of business and on an arms length basis. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 attached as an Annexure IV, in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of Related Party Transactions (RPT) are provided in the financial statements of the Company.

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

The Company follows a zero-tolerance approach towards sexual harassment and remains firmly committed to ensuring the safety, dignity and wellbeing of all employees. Your Company is committed to create and maintain a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, a Policy on Prevention of Sexual Harassment of Women at Workplace ("POSH Policy") had been made and Internal Complaints Committee ("ICC") had been set up.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Policy on Prevention of Sexual Harassment of Women at Workplace is available on the Companys website at: https://cdn.prod.website-files.com/68b6907fb2853dbad69d70cb/690c2d4f6e0b3d68e25a64da_5.6-POLICYON-PREVENTION-OF-SEXUAL-HARASSMENT.pdf

This policy allows employees to report sexual harassment at the workplace. The ICC is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. To build awareness in this regard, the Company has been conducting various programs on a continuous basis.

Further, as per the Ministry of Corporate Affairs notification dated May 30, 2025, the Details and Status of Complaints pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are mentioned below.

S. No Particulars	FY 2025-26	FY 2024-25
a. Number of complaints of sexual harassment received in the year	NIL	NIL
b. Number of complaints disposed-off during the year	NIL	NIL
c. Number of cases pending for more than ninety days	NIL	NIL

52. BOARD POLICIES

The SEBI Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has, from time to time, framed and approved policies as required under the SEBI Listing Regulations as well as under the Act.

Accordingly, the Board has also adopted below mentioned policies:

a. Corporate Social Responsibility Policy
b. Code of Conduct for Board of Directors and Senior Management of the Company
c. Risk Management Policy
d. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees
e. Policy on Related Party Transactions
f. Whistle Blower Policy & Vigil Mechanism
g. Policy on Determination of Materiality of Events or Information for Disclosure
h. Insider Trading Policy
i. Succession Planning Policy
j. Prevention of Sexual Harassment at Workplace
k. Familiarization Programme for Independent Directors
l. Policy on Preservation of Documents
m. Succession Planning Policy
n. Policy for Determining Material Subsidiary
o. Dividend Distribution Policy
p. Archival Policy

All above named policies and codes are available on our Company website at: https://arap1.co.in/investor-relations

53. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961

Your Company remains fully compliant with the provisions of the Maternity Benefit Act, 1961. During the review period, no employee filed claims under the Act. However, the Company continues to uphold robust policies and systems to support eligible women employees, ensuring the continued provision of maternity leave benefits. The Human Resources department diligently monitored compliance under the Act.

54. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

55. ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link: https://arap1.co.in/investor-relations

56. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR 2025-26

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-26.

Acknowledgements

The Directors thank the Companys employees, customers, vendors, investors and others for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their cooperation. The Directors appreciate and value the contribution made by every member of the ARAL family.

On behalf of the Board of Directors of

Affordable Robotic & Automation Limited

Sd/- Milind Padole, Managing Director, DIN:02140324

Sd/- Manohar Padole, Whole Time Director, DIN:02738236

Date: August 31, 2026

Place: Pune