Armee Infotech Ltd Directors Report

Your) Directors have the pleasure in presenting the 12^th Boards Report on the business and operations ofyour

Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

1. Performance of the Company:

Your companys performance during 2022-2023 is summarized below:

2. State of Companys affairs:

Your directors wish to inform you that the Company has achieved sales of Rs.5,06,65,35,118this year as against sales of Rs. 125,17,98,456 in the previous year. Your Company has earned net profit ofRs.23,51,08,109as against net profit of Rs.5,55,87,029 for the previous year. The Company is in the process of exploring new growth opportunities.

3. Finance:

During the year under review, the company has obtained loan from bank, financial institutions,

shareholder and directors of the Company and repayment of the said loans is as per the schedule.

4. Dividend:

In order to strengthen the financial position of the Company, your directors do not recommend any dividend for the year ended 31^stMarch, 2023.

5. Share Capital

There is no change in the Share Capital of the Company.

6. Transfer to Reserves:

I The Company has not transferred any amount to the reserves.

7. Directors:

There was no Director who was appointed/ceased/reelected/reappointed during the year. Company is not mandatorily required to appoint any whole time Key Management Personnel (KMP) as per the provisions of the Act.

8. Number of Meetings of the Board of Directors:

During the year, the Board of Directors held 7 (Seven) meetings as given in the table below.

9. Particulars of Loans, Guarantees and or Investments:

During the year under review, the Company has given loans and made investments as per the provisions of Section 186 of the Companies Act, 2013.

10. Related Party Transactions:

The contracts or arrangements entered into by the Company with related parties as required by section 188(1) of the Companies Act, 2013 is in the ordinary course of business and at arms length basis.

11. Deposits:

The company has accepted Loan from one of the shareholders of the company as per the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. Insurance

All the assets of the Company are adequately insured.

13. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The company has no activities relating to conservation of energy or technology absorption. During the year the company had no foreign exchange earnings and/or foreign exchange outgo during the year under review.

14. Subsidiaries and Joint Venture:

The Company is neither a subsidiary nor a holding Company nor have any joint venture.

15. Particulars of Employees:

During the year, there were no employees of the company drawing remuneration of the amount exceeding Rs. 60,00,000 per year if employed for whole of the year or Rs. 5,00,000 per month if employed for a part of the year.

16. Changes in the nature of Business:

There is no change in the nature of business of the Company.

17. Corporate Social Responsibility:

As per the relevant provisions of Section 135 of the Companies Act, 2013, and rules thereof, your company falls under the criteria of minimum net profits of Rs,5 crore earned during previous financial year ended 31-03-2022, and is required to undertake CSR projects and spend 2% of the average net profits of last 3 years by way of fulfillment of its corporate social responsibility in view of minimum profits earned during the financial year ended 31-03-2022.

In this regard the Board of Directors has formulated a separate CSR policy with regard to determining nature of CSR projects, its modus operandi, and total amount to be set aside for its execution based on average of 2% of net profits earned du ring previous 3 financial years.

Annual Report on CSR Activities for the financial year 2022-23 is annexed as Annexure A.

18. Material Changes and commitments if any, affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate, i.e. 31^st March, 2023 j and the date of this Report

19. Responsibility Statement:

The Directors confirm that:

(a)in the preparation of the annua! accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

{b)we 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 ended on 31^stMarch, 2022 and of the profit and loss of the company for that period;

(c) 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 had prepared the annual accounts on a going concern basis; and

(e)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.

20. Statutory Auditors:

M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad, {Firm Registration No. 104744W) the Auditors of the company are eligible for reappointment and has received consent and certificate from

the said Auditors to the effect that their re-appointment, if made, would be within the specified limits under the Companies Act, 2013. The Board recommends ratification of their reappointment.

Auditors had not made any qualification or did not make any adverse remark in their report regarding financial statements. Therefore, there is no need for any clarification or any comment on Auditors report.

21. Orders by Regulators, Courts or Tribunals:

No significant and/or material orders were passed by any Regulator, Court or Tribunal impacting the going concern status and the Companys operations in future.

22. Sexual harassment of women at work place:

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. Risk Management Policy:

The Management regularly reviewed the risk and take appropriate steps to mitigate the risk. The company has in place the Risk Management policy. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

24. Internal Financial Controls:

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

25. Cost Records:

The Company does not fall under the criteria of maintaining cost records for the year under review.

26. Secretarial Standards:

Secretarial Standards for the Board and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both these Secretarial Standards.

27. Appreciation:

Your directors wish to place on record their appreciation for the support received from all the shareholders, staff, suppliers, Bankers, professionals and all other people who were associated with the company for the continued support extended by them while working with the company.