Archit Organosys Ltd Directors Report

TO

THE MEMBERS,

Your Directors have pleasure in presenting the 32nd Annual Report together with the Audited Financial Statement for the year ended on 31st March, 2025.

1. Financial Results: [Amount in Lacs] The operating results of the Company for the year ended on 31st March, 2025 are brie y indicated below:

PARTICILARS	2024-25	2023-24
Total Income	12,869.20	11,569.70
Operating Cost including Depreciation	11,857.33	11,210.47
Financial Expenses	257.98	257.85
Total Expenses	12,115.31	11,468.32
Pro t before Taxation and Exceptional Item	753.89	101.38
Exceptional Item	0.00	337.27
Pro t before Taxation	753.89	438.65
Provision for taxation - For Current Tax	104.80	86.12
Tax in respect of earlier years	148.78	(3.38)
Provision for taxation - For Deferred Tax	(4.82)	22.12
Pro t after Taxation	505.11	333.79

DIVIDEND:

The Board of Director have recommended a Dividend of Rs. 0.50 (Rupees Fifty Paisa) per equity share (5%) of Rs. 10/- (Rupees Ten Only) each, for the F.Y. ended 31st March, 2025, subject to approval of members at the ensuing 32nd Annual General Meeting (AGM) of the Company.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

STATE OF THE AFFAIRS OF THE COMPANY & FUTURE PROSPECTS:

Total revenue from Operations of the Company for scal year 2025 stood at Rs. 12,869.20 Lakhs as compared to Rs. 11,569.70 Lakhs for scal year 2024, showing an increment of 11.23 %; however, the Company was able to continue earning pro t before tax by reaching pro ts of Rs. 753.89 Lakhs compared to Rs. 101.38 Lakhs in the previous nancial year.

Further the Company is con dent to have better future performance.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE END OF THIS REPORT:

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

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

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

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

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

SHARE CAPITAL

The paid-up Equity Share Capital as at 31st March, 2025 stood at Rs. 20,52,07,230/- consisting of 2,05,20,723 equity shares of Rs. 10/- each.

During the year under review, the Company has not:

Issued any shares with di erential voting rights

Granted any stock options

Issued any sweat equity.

None of the Directors of the Company held any instruments convertible into equity shares of the Company as on 31st March, 2025.

PUBLIC DEPOSITS:

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

LOAN FROM DIRECTOR:

The company has not taken any loan from Directors of the Company during the nancial year 2024-25.

CORPORATE GOVERNANCE REPORT:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Shri Archit K. Amin (DIN: 01681638), Whole Time Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and he being eligible o ers himself for reappointment.

The changes in the composition of the Board of Directors and Key Managerial Personnel (KMP) during the year and subsequent to its closure are as under:

1. The member of the Company approved the re-appointment of Shri Shreeraj V Desai as Independent Director of the Company for the period of 5 years w.e.f. 13th February, 2025 to 12th February 2030.

2. Smt. Purvi Mitna was appointed as Company Secretary and Compliance O cer of the Company w.e.f. 29th June 2024.

3. Smt. Purvi Mitna has resigned from the post of Company Secretary and Compliance O cer of the Company w.e.f. 14th September, 2024.

4. Shri Pruthvik R. Soni was appointed as Company Secretary and Compliance O cer of the Company w.e.f. 1st October, 2024.

5. Shri Ajay P. Patel has resigned from the post of Chief Financial O cer of the Company w.e.f. 28th February, 2025.

6. Shri Ajay P. Patel was appointed as Chief Financial O cer of the Company w.e.f. 23rd May, 2024.

7. Shri Ajay P. Patel has resigned from the post of Chief Financial O cer of the Company w.e.f. 30th June, 2025.

8. Shri Anilkumar G. Patel has been appointed as Chief Financial O cer of the Company w.e.f. 1st July, 2025.

9. Shri Pruthvik R. Soni has resigned as Company Secretary and Compliance O cer of the Company w.e.f. 31st July, 2025.

10. Shri Chirag Chouhan has been appointed as Company Secretary and Compliance O cer of the Company w.e.f. 1st August, 2025.

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

1. Shri Kandarp Amin - Chairman and Whole Time Director

2. Smt. Archana Amin - Whole Time Director

3. Shri Archit Amin - Whole Time Director

4. Shri Anilkumar G. Patel - Chief Financial O cer

5. Shri Chirag Chouhan Whole Time Company Secretary and Compliance O cer

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

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY AND ALSO RECEIVING COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY PURSUANT TO SECTION 197(14) OF THE ACT.

The Whole Time Directors are not receiving any commission/ remuneration from Subsidiary Company as the Company does not have any subsidiary company. The Company does not have any holding company.

ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March 2025 will be accessed on the Companys website at https://architorg.com/.

NAME OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint Ventures and Associate Company during the nancial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2. They have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the nancial year on 31st March, 2025 and of the pro t of the Company for the year under review.

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

4. They have prepared the accounts for the period ended on 31st March, 2025 on a going concern basis.

5. They have laid down laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and operating e ectively; and

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

NUMBER OF BOARD MEETINGS:

During the year the Board of Directors duly met Nine (9) times. The details of the Board Meetings are provided in the Corporate Governance Report which is been annexed as Annexure C to the Report.

INSURANCE:

The properties and assets of the Company are adequately insured.

DECLARATION BY INDEPENDENT DIRECTORS:

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

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:

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

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on 1st April, 2024. The Directors expressed their satisfaction with the evaluation process.

In the opinion of the Board, all the Independent Directors possess requisite quali cations, experience, expertise including Pro ciency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:

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

SECRETARIAL AUDIT REPORT:

M/s. Chetan Patel & Associates, Practicing Company Secretaries, was appointed as Secretarial Auditor of the Company to conduct secretarial audit for the nancial year 2024-25 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Annual Secretarial Compliance Report and Secretarial Audit Report submitted by them is attached as Annexure E to this report. There are no comments / adverse remarks in the said report.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

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

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

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

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

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

CHANGE IN THE NATURE OF BUSINESS

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

RISK MANAGEMENT POLICY:

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

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

STATUTORY AUDITORS:

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

The Statutory Auditors Report on the nancial statements of the Company for the nancial year ended on 31st March, 2025, there is no Quali ed/Adverse Opinion from Statutory Auditor during the nancial year under review.

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

COMMENT OF BOARD ON AUDITORS OBSERVATIONS:

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

INTERNAL AUDITOR

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

COST AUDITOR

Your Company has appointed Rajendra Patel & Associates, Cost Accountants, Ahmedabad as Cost Auditor of your Company to audit the cost records for the nancial year 2025-26. As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, subject to the rati cation by the members at the ensuing Annual General Meeting, at remuneration of Rs. 75,000 (Rupees Seventy Five Thousand Only) p.a. excluding GST (if applicable) and out of pocket expenses, if any.

MAINTENANCE OF COST RECORDS:

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

DISCLOSURE OF AUDIT COMMITTEE:

The Audit Committee of the Company as on 31st March, 2025 consists of following Directors as its members:

1. Shri Nikul J. Patel - Chairman 2. Shri Shreeraj V. Desai - Member 3. Shri Bhavin G. Shah - Member

VIGIL MECHANISM:

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

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

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company has complied with the provisions of the Maternity Bene t Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity bene ts as prescribed under the Maternity Bene t Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

During the year under review, no women employees availed maternity leave. The Company also provides exible working arrangements and nursing breaks to support employees in balancing work and family responsibilities

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The Company has not received any signi cant or material orders passed by any regulatory authority, court or tribunal which shall a ect the going concern status of the Companys operations as on date of this report.

INDUSTRIAL RELATIONS:

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

COMPLAINCE OF SECRETARIAL STANDARAD:

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The details of di erence between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable

ACKNOWLEDGEMENT:

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

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

	BY ORDER OF THE BOARD
	FOR ARCHIT ORGANOSYS LIMITED.
	(KANDARP K.AMIN)
	Chairman & Whole Time Director
Place: Ahmedabad
	DIN:00038972
Date: 13th August, 2025