Your Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31^st March 2024 with Auditor’s Report thereon.

The above performance is based on standalone basis. Consolidated figures are not applicable.

State of Affairs:

Total Revenue of the Company has decreased by 50.68%. Net Profit after tax has decreased by about 74.46%.

The Company is taking all the possible steps to increase the profitability.

Transfer to Reserves (i.e. Other Equity);

The Opening Balance of Security Premium Reserve stands at Rs. 19,360.00 Thousands whereas the closing balance of Security Premium Reserve stands at Rs. 19,360.00 Thousands.

The Opening Balance of Retained Earnings stands at Rs. 1,51,061.86 Thousands. During the year under review whole of the Profit after tax of Rs. 10,518.35 Thousands has been transferred to Retained Earnings. The Closing Balance of Retained Earnings stands at Rs. 1,61,580.22 Thousands.

Dividend;

In order to conserve resources, your Directors do not recommended dividend for the year 2023-24 on Equity Shares of the Company.

Details regarding Energy Conservation;

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby state as under declare that.

Disclosure of Directors Responsibility Statement;

As required u/s 134 (5) of the Companies Act, 2013 the Directors hereby state and confirm:

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

ii. 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 as on 31 / 03/2024 and of the profit of the company for that period.

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

Listing:

The Shares of your Company are listed on Capital Market Segment (Main Board) of the National Stock Exchange of India Limited. The Company has paid necessary listing fees for the year 2024 - 2025.

Details of Material Changes and Commitments, Occurred during the Period affecting financial position of the Company:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future. Further there is no material change and commitments occurred during the year under review.

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

The Company has not provided any guarantee or provided any Security to any Person for the loans availed by others.

There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and their related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are: (a) repayable on demand; or (b) without specifying any terms or period of repayment

The details regarding the Loans and Advances, Investments, if any, are provided in the Balance Sheet and notes to the Balance Sheet. The loans and advances, if any, provided are for the business purpose.

Particulars of Contracts or Arrangements with Related Parties under Section 188 of the Companies Act, 2013:

All contracts / arrangements / transactions, if any, entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy for determination of Material Related party transaction is available at

http://arveelabs.com/doc/OTHER POLICIES.pdf

No advance is paid to any related party (other than loans and advances) for entering any transaction. No Bad Debts of related parties. There being no ‘material’ RPTs as defined under regulation 23 of Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in this regard.

The details of the related party transactions are disclosed in note 28 to the financial statement which sets out related party disclosures.

Disclosure of Companies covered under Section 178 (1) on Directors appointment and Remuneration including matters referred under Section 178 (3) of Companies Act, 2013 and Details of Statement indicating manner in which formal annual evaluation made by Board of its Performance and of its Committees and individual Directors:

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.

The Company's Nomination 8s Remuneration policy which includes the Director's appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.arveelabs.com. Nomination and Remuneration Policy is annexed and marked as Annexure I

Declaration by Independent Directors:

The Independent Directors of the Company namely Sachin Kanwarlal Kansal, Mrs. Shalini Hitesh Jalan and Mrs. Neetu Rishi Jalan have confirmed to the Board that they meet the criteria of independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be independent directors. They have also confirmed that they meet the requirements of independent directors as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Share Capital:

During the year under review no changes in Share Capital of the Company.

Issue of Equity Shares with Differential Rights:

Details required to be stated as per Rule 4 (4) of Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Disclosure regarding Employee Stock Options:

Details required to be given as stated in Rule 12 (19) Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Disclosure regarding Sweat Equity Shares:

Details required to be given as stated in Rule 8 (13) Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Auditors and Audit Report:

M/s. Nirav Patel & Associates, Chartered Accountant continues to hold office as Statutory Auditor of the Company.

There is no qualification or adverse remarks made by the auditors in their report. Internal Audit;

Your Company has appointed M/s. Keval Ponkiya & Associates, Chartered Accountants as internal auditors.

Cost Audit and Cost Records;

The Company has maintained adequate Cost records required to be maintained in terms of the Companies Act, 2013. Cost Audit provisions are not applicable to the Company till year ended 31^st March, 2024.

However now since turnover of the Company has crossed more than Rs. 50 Crores, the provision of Cost Audit has become applicable.

Disclosure of Risk Management Policy:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

SECRETARIAL AUDIT

The Company has obtained a Secretarial Audit Report M/s. Jalan Alkesh & Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2023-24. Secretarial Audit is attached and marked as Annexure II.

There is no qualification or adverse remarks in the Secretarial Audit Report.

Secretarial Compliance Report pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to the Board Report and marked as Annexure III

During the year under review there is no qualification or adverse remarks made by the Secretarial Auditor namely Jalan Alkesh & Associates, Company Secretaries.

Board Meetings:

During the year under review, 5 (Five) Board meetings were held. The dates of Board meetings and attendance details is as under:

In respect of the above board meetings adequate notice was given to all the Directors together with the agenda. The gap between two Board meetings does not exceed 120 days. Independent Directors meeting was held on 30^th January, 2024.

Corporate Governance:

Corporate Governance forms part and parcel of the Directors Report. The report on Corporate Governance is provided in Annexure IV.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith and marked as Annexure V.

Certificate on Corporate Governance Report:

A Certificate by Practicing Company Secretary for Corporate Governance Report is enclosed herewith and marked as Annexure VI.

Code of Conduct:

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them.

A declaration given by the Managing Director is given below:

The Company has obtained from all the members of the Board and Senior Management Personnel of the Company, affirmation that they have complied with the Code of Ethics and Business Conduct framed for Directors and Senior Management Personnel in respect of the financial year 2023-2024.”

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and can be accessed at www. arveelabs. com

Voluntary Revision of Financial Statements / Board Report;

There was no voluntary revision of financial statements or Board Report during the

financial year.

Dematerialization of Shares:

100% Equity Shares of the Company are in Demat form.

Policies;

Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely www.arveelabs.com

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

Business Responsibility and Sustainability Report:

Since your Company does not fall in the criteria of top 1000 listed entity based on market capitalization at the end of the year and therefore the provisions of Business Responsibility and Sustainability Report is not applicable to the Company.

Investor Education and Protection Fund:

No amount was required to be transferred to Investor Education and Protection Fund. Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:

a) Disclosure of financial Summary / Highlights:

b) Disclosure of Change in Nature of Business;

The Company is engaged in Chemicals. There is no change in nature of Company business.

c) Details of Directors / Key Managerial Personnel Appointed / Resigned: Appointment:

During the year under review there is no appointment of Director or Key Managerial Personnel.

Mr. Praveen Kumar Rameshchandra Mishra was appointed as an Additional Director on 24^th June, 2024.

Re-Appointment:

Mr. Shalin Chokshi was re-appointed as a Director liable to retire by rotation. Cessation:

Mr. Dipen Ashit Dalai have ceased to be Director with effect from 26^th March, 2024. Other than this there was no cessation of any Director or Key Managerial Personnel in the Company.

Further pursuant to provision of Section 149 (10) of the Companies Act, 2013 none of the independent director(s) have completed term of five years and therefore no independent director(s) are eligible for reappointment of second term.

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no subsidiary companies / joint ventures / associate companies either at the beginning of the year or at the end of year or at any time during the year.

e) Details regarding Deposit covered under Chapter V of the Companies Act, 2013.

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with requirements of Chapter V of the Act.

Not Applicable

g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future. Further there is no material change and commitments occurred during the year under review.

h) Internal financial Controls:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

Extract of Annual Return;

Extract of Annual return pursuant to Section 92 of the Companies Act, 2013 for the year ended on 31^st March, 2024 is available on the website of the Company i.e. www. arveelabs. com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

Particulars of Employees:

The Particulars of Employees required to be given pursuant to Section 197 of the Companies Act 2013 is provided in Annexure VII.

Non Disqualification of Directors;

A Certificate obtained from Practicing Company Secretary regarding nondisqualification of Directors of the Company is annexed and marked as Annexure VIII.

Corporate Social Responsibility:

As Per Section 135 of Companies Act, 2013, a company needs to spend at least 2% of its average net profit for the immediately preceding three financial year on corporate Social responsibility (CSR) Activities. Your Company is covered by the provision of Section 135 of the Companies Act, 2013. The relevant details is specified in Annexure IX

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status:

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the time of one time settlement and the valuation done while undertaking loan from the bank of FI, along with reasons thereof; Not Applicable

Acknowledgement

Your Directors express their gratitude for the continued support, co-operation, and assistance received by the Company from various Central and State Government Department, Bankers and valued customers of the company.