Arcee Industries Ltd Directors Report

Dear Members,

Your directors have pleased to present ‘33^rd ANNUAL REPORT and the Audited Financial Statement for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

	2024-2025	2023-2024
Sale and Other Income	23.18	124.11
Profit/(Loss) before depreciation, Interest & Taxes	(22.87)	(52.51)
Depreciation & Amortization Expenses	16.72	18.04
Finance Cost	1.68	1.96
Profit/(Loss) before Taxes	(41.27)	(72.51)
Provision of Tax/Tax Paid (Incl. Deferred Taxation)	(27.90)	-
Profit/(Loss) after Tax	(13.37)	(72.51)
Balance brought forward	(351.89)	(279.38)
Balance Carried to the Balance Sheet	(365.26)	(351.89)

BUSINESS PERFORMANCE

During the year under review your company achieved a Revenue from operations of Rs. 23.18 Lacs and Net Loss of Rs. (13.37) Lacs as compare to previous year Revenue from Operation of Rs. 124.11 Lacs and Net Loss of Rs. (72.51) Lacs. The manufacturing/Production has already stopped due to continuous losses.

The Revenue from operations of the Company constitutes of: -

The Turnover of the PVC Pipe segment is Nil.

The Turnover of the Steel Pipe segment is Rs. 15.25 Lacs.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31^st March, 2025.

RESERVES

Your directors have not recommended any amount to transfer to general reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025 was Rs.5,13,87,770/-. During the year under review the company has not issued any shares or any convertible instruments.

CREDIT FACILITIES

No any credit facilities have been availed by the company.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements.

REVISION OF FINANCIAL STATEMENTS OR BOARDs REPORT

The Company has not made any modification or alteration in its Financial Statement / Board Report in respect of last Four Years.

MANAGEMENT DISCUSSION & ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure - 1 to the Boards report.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable.

HUMAN RESOURCES

Our underlying belief is that Human Resource Development today is about nurturing human resources and leveraging human capital towards the achievement of business goals. The Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce.

BUSINESS RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization Procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for Identification of elements of risks and procedures for reporting the same to the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower Policy to report genuine concerns or grievances. The

Vigil Mechanism & Whistle Blower Policy has been posted on the Companys website at http://www.arceeindustries.in/.

The details of complaints received/disposed/pending during the year ended March 31, 2025.

Particulars	Details
No. of Complaints received in the year	Nil
No. of Complaints disposed off during year	Nil
No. of cases pending as on March 31, 2025	Nil

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS & KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Akshat Gupta (DIN - 00284927) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Four Board Meetings and one independent directors meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, were adhered to while considering the time gap between two meetings.

AUDIT COMMITTEE

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Gopi Chand Verma (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Gopi Chand Verma (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

DETAIL OF COMMITTEE MEMBERS

Audit Committee:

Sr. No. Name of the Director	Status	Nature of Directorship
1. Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2. Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3. Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director
Stakeholders Relationship Committee:
Sr. No. Name of the Director	Status	Nature of Directorship
1. Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2. Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3. Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director
Nomination and Remuneration Committee:
Sr. No. Name of the Director	Status	Nature of Directorship
1. Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2. Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3. Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2025 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Companys website, http://www.arceeindustries.in/financial-statement/66b6079ede0e382334c0260d. None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company

The details of related party transactions required under section 134(3)(h) read with rule 8 of the Companies (Accounts) Rules, 2014, is given in form AOC2 and the same is enclosed as Annexure- 2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year and date of this report.

ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2024-25 is uploaded on the website of the Company and can be accessed at http://www.arceeindustries.in/financial-statement/66b6079ede0e382334c0260a

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. Akanksha Chug & Associates, Chartered Accountants retire at this Annual General Meeting and the Board of Directors at its meeting held on June 13, 2025 on recommendation of the Audit Committee of the Company have recommended appointment of M/s. Jain Mittal Chaudhary & Associates, Chartered Accountants (Firm Registration No. 015140N) as the Statutory Auditors of the Company to hold office for the term of five years beginning from conclusion of this 33^rd Annual General Meeting until the conclusion of the 38^th Annual General Meeting in place of M/s. Akanksha Chug & Associates, Chartered Accountants, existing Statutory Auditors of the Company.

The Company has received confirmation from M/s. Jain Mittal Chaudhary & Associates, Chartered Accountants, regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms Anju Jain, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report for the financial year 2024-25 is annexed to this Board of Directors Report as Annexure-3.

The Board of Directors has recommended the appointment of Ms Anju Jain, the Practicing Company Secretary having Certificate of Practice No. 2728, as the Secretarial Auditor of the Company, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder to carry out Secretarial Audit for consecutive 5 years, i.e. from the FY. 2025-26 to FY. 2029-30. Written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Secretarial Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made there under is obtained.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Anil Yash & Associates was appointed by the Board of Directors to conduct internal audit for the financial year 2025-26 in place of M/s Ram Sharma & Company.

AUDITORS OBSERVATIONS

The auditors observations being self-explanatory, have been duly explained in the notes to the accounts.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE

A Corporate Governance Report is annexed separately as a part of this report together with a certificate from the auditors of the company regarding compliance with the conditions of corporate governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)

Rules, 2014, is annexed herewith as "Annexure - 4".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no such employee of the Company who is covered under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 to this Report.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2025, your Company has three Associates namely (i) Kruti Pipes Limited (Formerly known as APL Fincap Limited), (ii) Arcee Ispat Udyog Private Limited; and (iii) Alexis Marketing LLP. There has been no material change in the nature of the business of the Associates Companies except Kruti Pipes Limited.

Kruti Pipes Limited changed object from NBFC to Manufacturing activities.

There are no Subsidiaries and Joint Venture of the Company.

POLICY ON SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year 2024-25, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The following are the summary of the complaints received and disposed of during FY 2025:

Particulars	Details
No. of Complaints received in the year	Nil
No. of Complaints disposed off during year	Nil
No. of cases pending as on March 31, 2025	Nil

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. The Company has not constituted Employees Stock Option Scheme (ESOS) and not issued any share to its employees under the said Scheme or any other scheme (including sweat equity shares) during the financial year.

3. Company does not have any subsidiary.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. The Company has complied with the Provisions relating to the Maternity Benefit Act, 1961.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable cooperation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

Shruti Gupta	Akshat Gupta
(Whole Time Director)	(Director)
DIN 01742368	DIN 00284927

 

REGISTERED OFFICE :

7th K.M. Barwala Road,

Talwandi Rana, Hisar 125 001

 

Date : 13th June, 2025

CIN : L29120HR1992PLC031681

Phone : 98120-20111, 98120-40111

Email : arceeind@rediffmail.com

Website: www.arceeindustries.in