As on: Sep 30, 2026 03:58 PM
To, The Members, Aartech Solonics Limited
Your directors are delighted to present 44th Annual Report on the business performance and operations of Aartech Solonics Limited (the Company/Aartech) together with the Audited Financial Statements with the Consolidated Financial Statements of the Company and the Auditors' Report thereon for the financial year ended 31st March, 2026.
Key highlights of financial performance of the Company for the year ended March 31, 2026, are as summarized below:
(Amount in Lakhs)
Business Operations:
The company is primarily engaged in the manufacturing of Electrical Component such as Electrical Items, Control & Relay Panels, Bus Transfer Systems, Ultracapacitors, Waste to Compost Machine etc. and working in the field of Specialized and Selected Energy Applications.
STANDALONE
At the standalone level, the Revenue from Operations for the year stood at 4,017.82 Lakhs, as against 3,569.73 Lakhs in the previous financial year. The Profit before Tax (PBT) for the year increased to 554.78 Lakhs, compared to 144.98 Lakhs in the previous financial year. The Net Profit for the year stood at 349.71 Lakhs, as against a Net Profit of 204.37 Lakhs reported in the previous financial year.
CONSOLIDATED
At the consolidated level, the Revenue from Operations for the year stood at 4,088.42 Lakhs, as against 3,635.22 Lakhs in the previous financial year. The Consolidated Profit before Tax (PBT) for the year increased to 617.92 Lakhs, compared to 173.49 Lakhs in the previous financial year. The Consolidated Net Profit after Tax for the year stood at 397.05 Lakhs, as against 276.42 Lakhs reported in the previous financial year.
Your directors have proposed to transfer 349.71 Lakhs to the General Reserve out of the profits available for appropriation for the financial year ended 31st March, 2026. The details of the movement in Reserves and Surplus during the year are provided under the note on 'Other Equity' forming part of the Standalone and Consolidated Financial Statements of this Annual Report.
Pursuant to the provisions of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, containing an overview of the financial condition and results of operations of the Company for the financial year under review, forms an integral part in a separate section of this Annual Report.
Based on the Company's performance during the financial year and considering the accumulated profits of previous years, your directors are pleased to recommend a dividend of 0.125/- per equity share, being 2.5% on the face value of 5.00/- per equity share, for the financial year ended 31st March, 2026 (Previous Year: 0.125/- per equity share, being 2.5% on the face value of 5.00/- per equity share), subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").
The dividend, if declared at the AGM, will be paid within 30 days from the date of its declaration to those Members whose names appear in the Register of Members of the Company or whose names appear as beneficial owners in the records of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the record date/book closure date, after deduction of tax at source (TDS), wherever applicable, in accordance with the provisions of the Income-tax Act, 1961.
Pursuant to the provisions of the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from 1st April, 2020, and accordingly, the Company is required to deduct tax at source (TDS) from the dividend paid to Members at the prescribed rates under the Income-tax Act, 1961.
The Register of Members and the Share Transfer Books of the Company shall remain closed from Wednesday, 23rd September, 2026 to Tuesday, 29th September, 2026 (both days inclusive) for the purpose of determining the eligibility of Members for payment of the aforesaid dividend for the financial year ended 31st March, 2026.
There was no change in the nature of the business of the Company during the financial year under review.
The equity shares of the Company are listed on the following Stock Exchanges:
i. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India; and ii. National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.
The Company has duly paid the annual listing fees for the financial year 2026-27 to both the Stock Exchanges. The annual custodial fees payable to the depositories have also been duly paid.
a) Change in Capital Structure of the Company During the Year:
The Authorized Share Capital of the Company as on March 31, 2026 was 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 equity shares of 5/- each.
The Issued, Subscribed and Fully Paid-up Equity Share Capital of the Company as on March 31, 2026 stood at 15,88,51,875/- (Rupees Fifteen Crore Eighty-Eight Lakh Fifty-One Thousand Eight Hundred and Seventy-Five only) divided into 3,17,70,375 equity shares of 5/- each. During the year under review, the Company has not granted any stock options and not issued any sweat equity share to its employee(s)/ director(s). As on March 31, 2026, none of the Directors of the Company hold any instruments convertible into equity shares of the Company. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise as on March 31, 2026.
b) Status of Shares in Dematerialized Form:
The equity shares of the Company are compulsorily tradable in dematerialized form in accordance with the provisions of the Depositories Act, 1996 and the applicable regulations issued by the Securities and Exchange Board of India (SEBI).
As on 31st March, 2026, the Company's issued, subscribed and fully paid-up equity share capital comprised 3,17,70,375 equity shares of 5 each. The shareholding pattern in dematerialized and physical form is as under:
The Company continues to encourage shareholders holding shares in physical form to dematerialize their holdings to facilitate seamless trading, ensure enhanced security, and eliminate the risks associated with holding physical share certificates.
During the financial year under review, the Company did not accept or renew any deposits falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, the provisions of Chapter V of the Companies Act, 2013 relating to acceptance of deposits are not applicable to the Company. Consequently, there were no deposits outstanding as on 31st March, 2026, and the requirement to furnish details relating to deposits or any non-compliance thereunder does not arise.
Further, as on 31st March, 2026, the Company had no unclaimed deposits, unclaimed or unpaid interest thereon, or any amount required to be transferred to the Investor Education and Protection Fund (IEPF).
As on 31st March, 2026, the Company had the following Subsidiaries and Associate Companies:
Pursuant to the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company's Subsidiaries and Associate Companies in the prescribed Form AOC-1 for the financial year ended 31st March, 2026 forms part of this Annual Report and is annexed herewith as "Annexure - A".
The statement sets out the financial performance and financial position of each of the Subsidiaries and Associate Companies.
The annual financial statements of the Subsidiaries and Associate Companies, together with the related information, are available for inspection by the Members at the Registered Office of the Company during business hours. Copies of the same shall also be made available to any Member upon request.
Pursuant to Section 136 of the Companies Act, 2013, the audited Standalone and Consolidated Financial Statements of the Company, together with the audited financial statements of its Subsidiaries and Associate Companies and other relevant documents, are available on the Company's website at www.aartechsolutions.com .
The Policy on Determining Material Subsidiaries, as approved by the Board of Directors, is also available on the Company's website at https://aartechsolutions.com/docs/disclosures/policies/policy-for-determining-material-subsidiaries.pdf .
Composition:
The composition of the Board is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company maintains an optimum combination of Executive and Non-Executive Directors, including Independent Directors, to ensure an appropriate balance in the composition of the Board and to facilitate effective governance and informed decision-making.
As on 31st March, 2026, the Board of Directors of the Company comprised 6 (Six) Directors, consisting of:
? 2 (Two) Executive Directors;
? 1 (One) Non-executive, Non-Independent Director;
? 3 (Three) Non-Executive, Independent Directors.
Mr. Amit Anil Raje, Chairman & Managing Director and Mr. Anil Anant Raje, Non-Executive Director, are the Promoters of the Company while Mrs. Arati Nath, Director & CEO, is a member of the Promoter Group.
The Board comprises individuals possessing diverse qualifications, skills, expertise, and experience across various disciplines, including business management, finance, operations, technology and corporate governance. Their collective knowledge, experience and strategic insights enable the Board to effectively discharge its fiduciary responsibilities and provide overall direction to the Company's business and affairs.
Board Diversity:
The Company recognises the importance of a diverse Board in enhancing the effectiveness of its governance framework and achieving sustainable business growth. A diverse Board brings together a wide range of skills, experience, expertise, knowledge, gender, age and perspectives, thereby enabling informed decision-making, strengthening corporate governance, fostering innovation, and promoting balanced and objective deliberations.
The Board, based on the recommendations of the Nomination and Remuneration Committee, considers diversity as one of the important factors while identifying and recommending candidates for appointment or re-appointment as Directors. The selection process takes into account the Company's business requirements, as well as the qualifications, skills, experience, expertise, competence, integrity, independence (where applicable) and other attributes of the proposed candidates, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.
Changes in Directors and Key Managerial Personnel:
During the financial year under review, there were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company.
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following were the Directors and Key Managerial Personnel of the Company as on 31st March, 2026:
Retirement by Rotation:
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Rules made thereunder, Mr. Anil Anant Raje (DIN: 01658167), Non- Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.
The Board of Directors recommends his re-appointment for the approval of the Members.
Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), the requisite particulars of Mr. Anil Anant Raje are provided in the Notice convening the ensuing Annual General Meeting.
Independent Directors and their declaration of Independence:
The Company has 3 (Three) Non- Executive Independent Directors on its Board, which is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The terms and conditions of appointment of the Independent Directors are available on the website of the Company viz https://aartechsolonics.com/docs/disclosures/policies/terms-and-conditions-for-appointment-of-independent-director.pdf .
All the Independent Directors have furnished declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI LODR Regulations. In accordance with Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have also confirmed that they continue to satisfy the criteria of independence and are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment and without any external influence. The Board has taken on record the declarations and confirmations received from the Independent Directors after undertaking due assessment of their veracity.
During the financial year under review, a separate meeting of the Independent Directors was held on Thursday, 11th December, 2025, without the attendance of the Non-Independent Directors and members of the management, in accordance with the requirements of Schedule IV to the Companies Act, 2013 and the SEBI LODR Regulations. At the meeting, the Independent Directors, inter alia:
? reviewed the performance of the Non-Independent Directors and the Board as a whole;
? reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and
? assessed the quality, quantity and timeliness of the flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The requisite quorum was present throughout the meeting.
In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions of independence specified under the Companies Act, 2013 and the SEBI LODR Regulations. They provide independent judgment and objective oversight in the deliberations of the Board.
All the Independent Directors have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Wherever applicable, they have also complied with the requirements relating to the online proficiency self-assessment test prescribed under the said Rules.
Further, none of the Independent Directors holds office as an Independent Director in more than the permissible number of listed entities prescribed under Regulation 17A of the SEBI LODR Regulations.
The tenure of the Independent Directors is governed by the provisions of the Companies Act, 2013, the SEBI LODR Regulations and the applicable rules made thereunder, as amended from time to time.
Registration of Independent Directors in Independent Directors databank
In accordance with the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are registered with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Familiarization Program of Independent Directors
In compliance with the provisions of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013, the Company has adopted a structured familiarisation programme for its Independent Directors to enable them to understand the nature of the industry in which the Company operates, its business model, operations, business environment, and the roles, rights and responsibilities of Independent Directors.
The familiarisation programme is designed to provide the Independent Directors with adequate insights into the Company's business, operational and regulatory framework, enabling them to make well-informed and timely decisions and contribute effectively to the deliberations of the Board.
The Independent Directors are provided with every opportunity to familiarise themselves with the Company's business, management, operations, policies and governance practices so as to enable them to effectively discharge their duties and responsibilities.
The details of the Familiarisation Programme for Independent Directors are available on the website of the Company viz https://aartechsolonics.com/docs/disclosures/policies/details-of-familiarization-programmes-imparted-to-independent-directors.pdf .
Meetings of the Board
The Company prepares and circulates an annual calendar of Board Meetings in advance to facilitate effective planning by the Directors. The agenda, together with detailed notes on agenda items, reports, recommendations, and other relevant supporting documents, is circulated to the Directors well in advance of each meeting. This enables the Directors to participate effectively and meaningfully in the deliberations and decision-making process of the Board.
During the financial year 2025-26, the Board of Directors met 07 (Seven) times. The maximum interval between any two consecutive Board Meetings did not exceed the prescribed limit of 120 days, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the Board Meetings held during the financial year 2025-26 are as under:
Attendance of Directors at the Board Meetings and at the last Annual General Meeting (AGM)
All the Board Meetings were conducted in compliance with the applicable provisions of the Companies Act, 2013, the Secretarial Standards issued by the Institute of Company Secretaries of India and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Information available for the Members of the Board
The Board of Directors has unrestricted and complete access to all information available within the Company, enabling them to effectively discharge their duties and responsibilities and take informed and objective decisions. The Company ensures that relevant and comprehensive information is placed before the Board on a timely basis to facilitate meaningful deliberations and effective oversight.
The information made available to the Board, inter alia, includes the following:
? Financial results of the Company and its Subsidiaries;
? Minutes of meetings of the Board and its Committees, resolutions passed by circulation and minutes of meetings of the Boards of Subsidiary Companies;
? Periodic compliance reports, including reports on instances of non-compliance, if any;
? Disclosures received from Directors regarding their interests and other declarations;
? Details of Related Party Transactions;
? Regular business, operational and financial updates;
? Action Taken Report on the decisions taken at previous Board Meetings;
? Policies approved and reviewed by the Board from time to time;
? Code of Conduct applicable to the Board of Directors and Senior Management; and
? Interactions with the Statutory Auditors and discussions held during meetings of Audit Committee.
The structured and timely availability of relevant information enables the Board to exercise effective oversight, discharge its fiduciary responsibilities and maintain high standards of corporate governance, transparency and accountability within the Company.
Evaluation of Board's Performance
The Company has adopted a formal and structured mechanism for the annual performance evaluation of the Board of Directors, its Committees, the Chairperson, Executive Directors, Non-Executive Directors and Independent Directors, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee, in consultation with the Board, formulated the methodology and evaluation criteria. A comprehensive and structured questionnaire was circulated to all the Directors covering various aspects of the functioning and effectiveness of the Board, its committees and individual Directors. The evaluation framework, inter alia, included parameters relating to the composition of the Board, governance framework, strategic oversight, quality of deliberations, effectiveness of Committees, leadership, participation, accountability, compliance, and discharge of statutory and fiduciary responsibilities.
Pursuant to the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Schedule IV to the Companies Act, 2013, the Independent Directors evaluated the performance of the Executive Directors and the functioning of the Board as a whole. A separate meeting of the Independent Directors was held on 11th December, 2025, wherein they reviewed the performance of the Chairperson, Executive Directors, and the Board. Based on the outcome of the evaluation process and the feedback received, the Board expressed its satisfaction with the overall functioning and effectiveness of the Board, its committees, and the Individual Directors.
The criteria adopted for performance evaluation are as follows:
Criteria for evaluation of the Board as a whole
a. Board Composition & Quality; b. Effectiveness of Board Meetings; c. Functioning of the Board Committees; d. Corporate Governance & Statutory Compliance; and e. Risk Management and Internal Control Framework.
Criteria for evaluation of the Board Committees
a. Structure and composition of the Committees; b. Adequacy and appropriateness of delegation of responsibilities by the Board; c. Effectiveness of the Committee composition; d. Conduct of meetings to ensure meaningful participation and constructive deliberations; e. Adequacy, quality and timeliness of information provided for decision-making;
f. Effectiveness of reporting by the Committees to the Board; g. Effectiveness and proactiveness in discharging the functions entrusted to the Committees; and h. Adequacy of the frequency of Committee Meetings.
Criteria for evaluation of the Chairperson
a. Leadership and strategic decision; and b. Relationship management and Board effectiveness.
Criteria for evaluation of the Executive Directors
a. Strategy Formulation & Execution; b. Participation in Board Meetings; c. Interpersonal and Communication Skills; d. Leadership and Decision-making; e. Diligence and Accountability; and f. Knowledge, Expertise and Business Acumen.
Criteria for evaluation of the Independent Directors
a. Knowledge & Expertise; b. Participation and contribution at Board and Committee Meetings; c. Interpersonal and Communication Skills; d. Professional Conduct, Objectivity & Independence; e. Diligence and Commitment; and f. Discharge of Roles & Responsibilities; including Statutory Disclosures & Reporting Requirements.
Committees of the Board
The Board of Directors has constituted various mandatory Committees to address specific areas and activities requiring focused oversight and detailed review. These Committees have been constituted with the approval of the Board and operate in accordance with their respective Charters and the applicable laws and regulations.
The Committees play an important role in supporting the Board in the effective governance and management of the Company's affairs. They meet at regular intervals to discharge the responsibilities entrusted to them by the Board. The minutes of all Committee Meetings are placed before the Board for its review and noting.
The Board has currently constituted the following Committees:
a) Audit Committee
The Audit Committee was constituted by the Board of Directors in compliance with the provisions of Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The composition, quorum, terms of reference, functions, powers, roles and scope of the Audit Committee are in accordance with the requirements stipulated under the aforesaid legal and regulatory frameworks. The primary objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to monitoring the financial reporting process, reviewing the Company's internal financial control systems, overseeing governance processes, and reviewing statutory and internal audit reports and activities.
As on 31st March, 2026, the Audit Committee is chaired by Mr. Prashant Dattatray Lowlekar. The other members of the Committee are Mr. Kshitij Negi, Mr. Amit Anil Raje and Ms. Supriya Sunil Chitre. All members of the Committee possess the necessary financial expertise and experience.
The Board affirms that all members of the Audit Committee are financially literate and possess the requisite knowledge in accounting and financial management.
In addition to the members of the Committee, the Statutory Auditors, Chief Financial Officer, Chief Accounting Officer, and Internal Auditors are invited to attend the meetings of the Audit Committee, as and when required. The Company Secretary of the Company acts as the Secretary to the Committee.
The Composition of the Audit Committee as on 31st March, 2026 is as under.
Furthermore, details pertaining to the composition of the Committee, terms of reference, powers, duties and responsibilities, as well as the meetings held and attendance records of its members, are provided in the Corporate Governance Report, which forms part of this Annual Report.
Details of establishment of vigil mechanism for directors and employees
In terms of Section 177(9) of the Companies Act, 2013 and the rules framed there under, the Company has adopted a Vigil Mechanism and Whistle Blower Policy. This Policy is aimed at promoting ethical behavior, transparency, and accountability in the conduct of the Company's affairs by upholding the highest standards of professionalism, honesty, integrity, and ethical conduct.
The Vigil Mechanism is applicable to all permanent employees of the Company and provides a framework for reporting concerns relating to unethical behavior, actual or suspected fraud, or violations of the Company's Code of Conduct and Ethics. The mechanism ensures adequate safeguards against victimization of employees who report such concerns and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.
Protected disclosures may be made through various channels, including email, a dedicated telephone line or by letter addressed to the appropriate authority.
During the financial year 2025-26, no whistle-blower complaints were received against any Promoter, Director, or employee of the Company.
The Vigil Mechanism and Whistle Blower Policy is available on the website of the Company https://aartechsolonics.com/docs/disclosures/policies/vigil-mechanism-policy.pdf .
b) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee has been constituted by the Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary role of the Committee is to oversee and facilitate the redressal of shareholders' and investors' grievances, including matters relating to transfer and transmission of shares, non-receipt of Annual Reports, non-receipt of declared dividends, payment of unclaimed dividends and other related matters.
In addition to grievance redressal, the Committee also reviews and investigates matters that may enhance investor services and strengthen investor relations. The Board is kept informed of all significant developments concerning shareholders' and investors' issues through regular reports and statements submitted by the Committee from time to time.
As on 31st March, 2026, the Stakeholders' Relationship Committee is chaired by Mr. Kshitij Negi. The other members of the Committee are Mr. Anil Anant Raje, Mr. Amit Anil Raje and Ms. Supriya Sunil Chitre. All members of the Committee possess the necessary expertise and experience.
In compliance with Regulation 13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Stakeholders' Relationship Committee reports to the Board, as and when necessary, regarding the status of redressal of shareholders' complaints.
The composition of the Stakeholders' Relationship Committee as on 31st March, 2026 is as follows:
Furthermore, detailed information regarding the Committee's composition, terms of reference, powers, duties and responsibilities, number of meetings held, and attendance records of members is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
Details of Investor's Requests/Complaints Report for the period 01st April, 2025 to 31st March, 2026 are given below:
NIL COMPLAINTS RECEIVED
c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Policy apply to all Directors, Key Managerial Personnel ("KMPs"), Senior Management Personnel, and other employees of Aartech Solonics Limited ("the Company"). The Committee believes that effective succession planning for senior leadership is a critical element for ensuring long-term sustainability and robust future growth of the Company.
As on 31st March, 2026, the Nomination and Remuneration Committee comprises four (4) members, consisting of three (3) Non-Executive, Independent Directors and one (1) Non-Executive Director. Mr. Kshitij Negi serves as the Chairman of the Committee. The other members are Mr. Anil Anant Raje, Mr. Prashant Dattatray Lowlekar and Ms. Supriya Sunil Chitre. The Company Secretary and Compliance Officer of the Company act as the Secretary to the Committee.
The Composition of the Nomination and Remuneration Committee as on 31st March, 2026 is as follows:
The Nomination and Remuneration policy was adopted by the Board upon the recommendation of the Nomination & Remuneration Committee. This Policy outlines the framework for the selection, appointment, evaluation, and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and is available on the website of the Company at the following web link: https://aartechsolonics.com/docs/disclosures/policies/nomination-remuneration-policy.pdf
Furthermore, detailed information relating to the Committee's terms of reference, powers, roles & responsibilities, meetings held and attendance of members is provided in the Corporate Governance Report, which forms part of this Annual Report.
Mechanism for Evaluation of the Board, Committees, Chairperson and Individual Directors
Pursuant to the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Schedule IV to the Companies Act, 2013, the Independent Directors evaluated the performance of the Executive Directors and the functioning of the Board as a whole. A separate meeting of the Independent Directors was held on 11th December, 2025, wherein they reviewed the performance of the Chairperson, Executive Directors and the Board. Based on the outcome of the evaluation process and the feedback received, the Board expressed its satisfaction with the overall functioning and effectiveness of the Board, its Committees and the Individual Directors.
Criteria for Evaluation of the Board as a Whole
a. Board Composition & Quality; b. Effectiveness of Board Meetings; c. Functioning of the Board Committees; d. Corporate Governance and Statutory Compliance; and e. Risk Management and Internal Control Framework.
Criteria for Evaluation of the Board Committees
a. Structure and composition of the Committees; b. Adequacy and appropriateness of delegation of responsibilities by the Board; c. Effectiveness of the Committee composition; d. Conduct of meetings to ensure meaningful participation and constructive deliberations; e. Adequacy, quality and timeliness of information provided for decision-making; f. Effectiveness of reporting by the Committees to the Board; g. Effectiveness and proactiveness in discharging the functions entrusted to the Committees; and h. Adequacy of the frequency of Committee Meetings.
a. Leadership and strategic direction and decision-making; and b. Relationship management and Board effectiveness.
Criteria for Evaluation of the Executive Directors
a. Strategy Formulation and Execution; b. Participation in Board Meetings; c. Interpersonal and Communication Skills; d. Leadership and Decision-making; e. Diligence and Accountability; and f. Knowledge, Expertise and Business Acumen.
a. Knowledge and Expertise; b. Participation and contribution at Board and Committee Meetings; c. Interpersonal and Communication Skills; d. Professional Conduct, Objectivity & Independence; e. Diligence and Commitment; and f. Discharge of Roles & Responsibilities; including Statutory Disclosures and Reporting Requirements.
Company's Policy on Remuneration of Directors, Key Managerial Personnel and Other Employees
The Company has adopted a Nomination and Remuneration Policy on the recommendation of the Nomination and Remuneration Committee and with the approval of the Board of Directors. The Policy provides a transparent and robust framework for determining the remuneration of Directors, Key Managerial Personnel ("KMPs"), Senior Management Personnel and other employees, with the objective of attracting, motivating, rewarding and retaining competent professionals while ensuring that the remuneration is commensurate with their roles, responsibilities, experience, qualifications and performance.
The Policy also lays down the criteria for appointment, qualifications, positive attributes and independence of Directors, as well as the criteria for determining remuneration of Directors, KMPs, Senior Management Personnel and other employees, in accordance with the provisions of Section 178(3) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Policy is available on the website of the Company.
During the financial year ended 31st March, 2026, the Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder in respect of loans granted, guarantees provided, and investments made by the Company.
Pursuant to the provisions of Section 186(4) of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of loans, advances, guarantees and investments made by the Company during the financial year are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
Further, the requisite disclosures in this regard have also been provided in Form AOC-2, which forms part of this Report.
In accordance with the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted a robust framework for identifying, reviewing, and approving Related Party Transactions.
The Company has in place a Policy of Related Party Transactions, which sets out the process and manner of dealing with Related Party Transactions in compliance with the applicable legal and regulatory framework. The Policy is available on the Company's website and can be accessed at:
https://aartechsolnics.com/docs/disclosures/policies/policy-on-dealing-with-related-party-transactions.pdf
During the financial year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business, on an arm's length basis, and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.
All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. The Company follows a defined procedure for the reviewing and approving such transactions and obtains omnibus approval from the Audit Committee for transactions that are repetitive in nature, subject to the applicable thresholds, terms and conditions.
There were no materially significant Related Party Transactions entered during the year that may have a potential conflict with the interests of the Company at large.
Pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act are provided in Form AOC-2, which forms part of this Annual Report and is annexed as Annexure - B.
Further, the disclosures as required under Indian Accounting Standard-24 (Ind AS 24) - Related Party Disclosures, have been made in the Notes forming part of the Standalone Financial Statements for the financial year ended 31st March, 2026.
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the requisite information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is annexed to this Report and forms an integral part of the Annual Report.
The said information is provided in "Annexure-C" to this Annual Report.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures are annexed to this Report as "Annexure-D".
During the financial year 2025-26, no employee of the Company, whether employed throughout the year or for part of the year, was in receipt of remuneration exceeding the limits specified under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Accordingly, the disclosures under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company for the year under review.
The Company has designed and implemented a process-driven framework for Internal Financial Controls ("IFC") within the meaning of the Explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations, which were operating effectively during the year under review, and that no material weakness exists in the design or operation of such controls.
The Company has a process in place for continuously monitoring the adequacy and effectiveness of its Internal Financial Controls, identifying gaps, if any, and implementing new and/or improved controls wherever the impact of such gaps could have a material effect on the Company's operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that operate effectively to ensure the orderly and efficient conduct of the Company's business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, as required under the applicable provisions of the Act.
During the period under review, the Company appointed an independent audit firm as Internal Auditors to review and monitor the Internal Financial Control system.
The Board of Directors has adopted various policies, including the Related Party Transactions Policy, Vigil Mechanism Policy, Policy for Determining Material Subsidiaries and other procedures for ensuring the orderly and efficient conduct of the Company's business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and recommends improvements, wherever considered necessary, to strengthen the same. The Company also has a robust Management Information System (MIS), which forms an integral part of the overall internal control mechanism.
(a) Statutory Auditors & their Reports
M/s BANCRS & Co. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331) were appointed as the Statutory Auditors of the Company for a term of five (5) years, commencing from the conclusion of the 41st Annual General Meeting (AGM) until the conclusion of the 46th Annual General Meeting of the Company, to be held in the year 2028.
The Statutory Auditors were appointed at a remuneration of ?2.50 Lakhs (Rupees Two Lakh Fifty Thousand Only), which includes fees for statutory audit, consolidation of accounts, and Limited Review Reports, plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.
M/s BANCRS & Co. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have confirmed that they meet all the eligibility criteria prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also submitted the requisite eligibility certificate pursuant to Section 141 of the Companies Act, 2013.
Further, pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details and credentials of the Statutory Auditors are as follows:
M/s BANCRS & Co. LLP is a firm of Chartered Accountants established in the year 2022. The firm is engaged in providing professional services, including Audit, Accounting, Taxation and Advisory services. The firm comprises five (5) Partners and a team of more than 15 professionals and staff members and is empanelled with various regulatory bodies.
The firm holds a Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI) under the applicable Peer Review framework. The firm's team comprises Chartered Accountants, Cost Accountants (CWAs), Information System Auditors (DISA), and Company Secretaries (CS), and other qualified professionals.
M/s BANCRS & Co. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have fulfilled and complied with all the applicable conditions and statutory requirements specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The firm has submitted the requisite eligibility certificate to the Company and meets the eligibility criteria specified under Section 141 of the Companies Act, 2013.
M/s BANCRS & CO. LLP, Chartered Accountants, Bhopal (ICAI Firm Registration No. C400331), have audited the books of accounts of the Company, both on a standalone and consolidated basis, for the financial year ended 31st March, 2026 and have issued their respective Independent Auditor's Report thereon.
The Auditor's Report do not contain any qualification, reservation, adverse remark, or disclaimer. However, the report includes an "Emphasis of Matter" paragraph, which does not modify the auditor's opinion. Further, no frauds were reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board during the year under review.
The Auditor's Report, read in conjunction with the notes forming part of the financial statements, are self-explanatory and do not call for any further explanation or comments under Section 134(3)(f) of the Companies Act, 2013.
(b) Secretarial Auditors & their Reports
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s APVN & Associates, Practicing Company Secretaries, Bhopal, as the Secretarial Auditor of the Company for the financial year 2025-26, at its meeting held on 21st May, 2025.
The Secretarial Audit was conducted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report for the financial year ended 31st March, 2026, issued by M/s APVN & Associates, Practicing Company Secretaries, Bhopal, in Form MR-3, is annexed to this Board's Report and forms part of the Annual Report as "Annexure-E". The report is self-explanatory and does not contain any qualification, reservation, adverse remark, or observation requiring any further explanation or clarification from the Board.
In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, as issued by the Secretarial Auditor, was submitted to the Stock Exchanges within the prescribed timelines. The report is also available on the Company's website at www.aartechsolutions.com . The report does not contain any qualification, observation, or adverse remark for the period under review.
Further, in compliance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 21st May, 2025, approved the appointment of M/s APVN & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, commencing from 1st April, 2025 to 31st March, 2030, which has been duly approved by the shareholders at the 43rd Annual General Meeting.
The Company has obtained the requisite consent and eligibility letter from the firm confirming its eligibility and compliance with the criteria prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). The firm has also confirmed that it is not disqualified from being appointed as the Secretarial Auditor and that there is no conflict of interest in accepting the proposed appointment.
Further, the firm has confirmed that it has not undertaken any prohibited assignment that would render it ineligible to undertake the Secretarial Audit of the Company, in compliance with Section 204 of the Companies Act, 2013, the rules made thereunder, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions. The firm has also confirmed that it possesses the requisite qualifications, expertise, experience, and professional competence to conduct the Secretarial Audit and issue the Annual Secretarial Compliance Report in accordance with the applicable laws.
After due evaluation of the firm's professional competence, independence, experience, and track record, the Audit Committee and the Board are of the opinion that M/s APVN & Associates, Practicing Company Secretaries, is well-suited for the appointment as Secretarial Auditor of the Company.
(c) Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting (01/2025-26) held on Wednesday, 21st May, 2025, approved the appointment of M/s Simran Khanuja & Co., Chartered Accountants (Firm Registration No. 035454C), Bhopal, as the Internal Auditors of the Company for the financial year 2025-26.
The Company obtained the requisite consent and eligibility certificate from the firm, confirming its willingness and eligibility to act as the Internal Auditor of the Company and its compliance with the applicable provisions of the Companies Act, 2013. The firm was entrusted with the responsibility of conducting the internal audit of the Company and providing independent assurance regarding the adequacy and effectiveness of the Company's internal control systems, risk management framework, and governance processes.
The scope, frequency, methodology, and coverage of the internal audit were reviewed and approved by the Audit Committee. The internal audit was conducted during the year in accordance with the approved audit plan. Significant observations, wherever identified, were discussed with the management, and appropriate corrective measures were taken wherever considered necessary. No material adverse observations or significant issues were reported during the period under review.
Considering the satisfactory performance of the Internal Auditors and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held during the financial year 2026-27, approved the continuation of M/s Simran Khanuja & Co., Chartered Accountants, Bhopal (Firm Registration No. 035454C) as the Internal Auditors of the Company for the financial year 2026-27.
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has specified certain classes of companies that are required to maintain cost records.
The Company does not fall within the purview of the aforesaid provisions and, accordingly, the requirement for maintenance of cost records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company for the financial year under review.
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors confirms that there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year, i.e., 31st March, 2026, and the date of this Report.
The Company is committed to maintaining the highest standards of Corporate Governance by ensuring transparency, accountability, integrity, and ethical conduct in all its operations and interactions. The Company's Corporate Governance practices are aimed at enhancing shareholder value while safeguarding the interests of all stakeholders, including customers, employees, investors, regulatory authorities, and the community at large.
The roles and responsibilities of the Board of Directors are clearly defined and structured to facilitate effective oversight, strategic guidance, and informed decision-making. The Board has constituted various Committees, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee, among others, to ensure effective governance, oversight, and smooth functioning of the Company.
At Aartech Solonics Limited, we remain committed to upholding the principles of good corporate governance and continuously strive to benchmark our governance practices against evolving standards and best practices. The Company is committed to protecting the rights and interests of all shareholders, including minority shareholders, and fostering a culture of ethical, transparent, and responsible decision-making.
In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report, highlighting the Company's compliance with the prescribed corporate governance requirements, forms part of the Annual Report and is annexed hereto as "Annexure - F".
A certificate issued by M/s APVN & Associates, Practicing Company Secretaries, a peer-reviewed firm, confirming compliance with the conditions of Corporate Governance as stipulated under the applicable provisions of the SEBI Listing Regulations, is annexed to this Annual Report as "Annexure - G".
Further, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifying, inter alia, the accuracy and fairness of the financial statements and cash flow statements, the adequacy of internal controls over financial reporting, and the disclosure of material matters to the Audit Committee, also forms part of this Annual Report.
(a) Code of Business Conduct & Ethics
The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel ("the Code"), which is applicable to all members of the Board and designated Senior Management Personnel. The Code sets out the principles and standards that are expected to guide the conduct and behaviour of Directors and employees in the discharge of their duties and in the conduct of the Company's affairs.
The Code emphasizes honesty, integrity, fairness, ethical conduct, professionalism, courtesy, and respect, as well as compliance with applicable laws, rules, and regulations. It also provides guidance on identifying and avoiding conflicts of interest in professional and personal dealings.
The Code is available on the Company's website and can be accessed at the following link https://aartechsolnics.com/docs/disclosures/policies/code-of-conduct-for-board-members-and-senior-management-personnel.pdf .
All members of the Board and the Senior Management team are required to affirm their compliance with the Code on an annual basis. The Code has been duly circulated among the Directors and Senior Management Personnel, and annual declarations confirming compliance have been obtained from them. A declaration to this effect, signed by the Chief Executive Officer, is annexed to this Annual Report as "Annexure - H".
In addition, members of the Senior Management are required to periodically disclose to the Board any material, financial, or commercial transactions in which they have or may have a personal interest and which could potentially give rise to a conflict with the interests of the Company.
(b) Conflict of Interests
To ensure transparency, objectivity, and integrity in the decision-making process, each Director of the Company is required to disclose annually to the Board details of the directorships and Committee positions held in other companies, including any Chairmanships. Any changes in such positions during the year are promptly communicated to the Company.
The members of the Board, in the discharge of their duties, take appropriate measures to avoid any actual or potential conflict of interest and ensure that their personal interests do not interfere with the interests of the Company or its decision-making processes. In particular, Directors refrain from participating in discussions or voting on any matter or transaction in which they have a direct or indirect personal interest, as required under applicable laws.
This approach ensures that decisions taken by the Board are made objectively, independently, and in the best interests of the Company and its stakeholders, without any undue influence, bias, or conflict of interest.
(c) Insider Trading Code
The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (the "PIT Regulations").
The Code is applicable to all relevant persons covered under the PIT Regulations, including Designated Persons, their immediate relatives, Insiders, Connected Persons, fiduciaries, and intermediaries associated with the Company, as applicable. The Code came into effect from the date of listing of the equity shares of the Company on a recognised Stock Exchange in India pursuant to the Company's Initial Public Offering (IPO).
The Company has designated the Company Secretary as the Compliance Officer to monitor compliance with and ensure strict adherence to the provisions of the PIT Regulations and the Code.
The Code is available on the Company's website at www.aartechsolnics.com .
The Company is pleased to report that there were no violations of the provisions of the PIT Regulations during the financial year ended 31st March, 2026. The Company has consistently adhered to and complied with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code adopted thereunder.
Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors 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 and of the profit of the company for that period; c) the directors had 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) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2026 on a going concern basis;
e) that 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; f) that 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; and
The Company has established and maintained an effective internal control framework and risk mitigation system, which is periodically evaluated, reviewed, and strengthened to ensure its continued effectiveness and alignment with applicable industry standards and best practices. The internal control systems are also updated, as necessary, to incorporate changes in business processes, operational requirements, and applicable regulatory provisions.
The Company's internal control framework is commensurate with the size, scale, nature, and complexity of its business operations. The framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and reliability of financial reporting.
The Audit Committee of the Board periodically reviews and monitors the adequacy, effectiveness, and robustness of the Company's internal control systems. Based on the observations and assessments arising from such reviews, appropriate recommendations are made to the management for strengthening and improving the existing control framework.
Further, the Company has implemented a robust Management Information System (MIS), which forms an integral part of its overall internal control mechanism. The MIS facilitates timely, accurate, and relevant reporting of operational and financial information to the appropriate levels of management and supports informed and effective decision-making across the organization.
The management is of the view that the Company has adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its business, and that such controls were operating effectively during the financial year under review.
Risk Management is a key component of the Company's Corporate Governance framework. The Company recognizes that a comprehensive and effective Risk Management framework is essential for establishing appropriate controls, monitoring mechanisms, and processes to ensure the smooth and efficient conduct of its business operations. A proactive and risk-aware approach enables the Company to identify potential threats and opportunities in a timely manner and thereby support sustainable growth and long-term value creation for its stakeholders.
The Company has developed and implemented a well-defined Risk Management Framework, which operates at various levels across the organization. The framework provides a structured approach for identifying, assessing, monitoring, mitigating, and managing risks that may impact the Company's business operations, financial performance, and strategic objectives. It also supports business continuity and the achievement of the Company's corporate goals.
The Company follows established risk assessment and risk mitigation processes, which are periodically reviewed and evaluated by the Board of Directors and the management. These processes are updated, wherever necessary, to ensure that the Company's risk management practices remain relevant and effective in addressing evolving business conditions, market dynamics, and emerging risks.
The Company's Business Risk Management Framework facilitates the identification of both risks and opportunities that may have an impact on the achievement of its business objectives. Identified risks are assessed based on their likelihood of occurrence and potential impact, following which appropriate mitigation and response strategies are developed and implemented.
The Company is primarily exposed to market risk, credit risk, and liquidity risk. The details of these risks and the measures adopted for their management are disclosed in Notes 38.4, 38.5, and 38.6 to the Standalone Financial Statements, which form part of this Annual Report.
In accordance with the provisions of the Companies Act, 2013, the Company has prepared its Annual Return is Form MGT-7 for the financial year ended 31st March, 2026.
Pursuant to the applicable provisions of the Companies Act, 2013, a copy of the Annual Return will be made available on the Company's website at www.aartechsolutions.com .
The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), are not applicable to the Company for the financial year under review. Accordingly, the Company is not required to constitute a CSR Committee or undertake CSR activities pursuant to the said provisions.
The Business Responsibility & Sustainability Report (BRSR), as prescribed under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year under review. Accordingly, the Company is not required to prepare or disclose a BRSR as part of this Annual Report.
During the financial year under review, no significant or material orders were passed by any Regulators, Courts, Tribunals or other statutory authorities against the Company that could adversely affect the going concern status of the Company or have a material impact on its future operations.
Accordingly, there are no significant or material orders requiring disclosure or reporting under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company affirms that, during the financial year under review, it has duly complied with all applicable mandatory Secretarial Standards, including any amendments, modifications, or revisions thereto, issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, as applicable to the Company.
The Company has complied with the requirements of the applicable Secretarial Standards in relation to the convening and conduct of meetings of the Board of Directors and its Committees, maintenance of minutes and other related secretarial records, and other applicable corporate governance matters.
At Aartech Solonics Limited, we consider our employees to be one of our most valuable assets and recognize their contribution to the Company's sustained growth and performance. The Company continues to focus on building and retaining a competent workforce comprising skilled and experienced professionals to support its diverse products, projects, and business operations.
The Company remains committed to providing a safe, inclusive, and conducive working environment that promotes both personal and professional growth. The Human Resources strategy is aligned with the size, nature, and requirements of the Company's operations, with continued emphasis on talent acquisition, employee development, skill enhancement, performance management, and retention.
The Company has an established performance appraisal mechanism applicable to its employees, which supports the assessment of performance, identification of development needs, and professional growth of employees. The Company also undertakes training and skill-development initiatives, as appropriate, to enhance employee capabilities and support organizational objectives.
The industrial relations during the financial year under review remained cordial and harmonious, and the Company continued to maintain a positive and collaborative work environment across its operations.
As of 31st March, 2026, the Company employed 76 permanent employees, compared to 69 on 31st March, 2025. We have an established performance appraisal system that is applicable to all employees to support their development and growth.
The gender-wise details of persons employed are as follows:
The Company continues to focus on developing a capable, engaged, and future-ready workforce while fostering a culture based on integrity, respect, teamwork, ownership, and excellence.
At Aartech Solonics Limited, the Company is committed to providing a safe, respectful, inclusive, and conducive work environment in which every individual is treated with dignity and respect. The Company promotes a culture of equality, inclusiveness, and equal opportunity and does not tolerate any form of harassment or discrimination at the workplace.
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, the Company has adopted a comprehensive Policy on Prevention of Sexual Harassment at Workplace (POSH Policy). The policy provides a framework for the prevention, prohibition, and redressal of complaints relating to sexual harassment at the workplace and is applicable to all employees, including permanent, contractual, temporary employees and trainees, as applicable.
The Company has constituted an Internal Complaints Committee (ICC) in accordance with the applicable statutory requirements. The details of the members of the ICC and their contact details are displayed at the Company's workplace(s), along with the POSH Policy, to ensure that employees have ready access to the mechanism for reporting any concerns or complaints.
The Company also undertakes appropriate awareness and sensitization initiatives relating to the POSH Policy. New employees are appropriately sensitized on the Company's policy and the mechanism available for reporting and redressal of complaints.
During the financial year ended 31st March, 2026, the Company did not receive any complaint relating to sexual harassment at the workplace.
The details of complaints received and disposed of during the financial year are as follows:
The Company continues to remain committed to maintaining a workplace that is safe, dignified, inclusive, and free from sexual harassment, in accordance with applicable law and its values of integrity, respect, and professionalism.
At Aartech Solonics Limited, the Company recognizes and values the contribution of women employees and is committed to fostering a supportive, inclusive, and gender-sensitive workplace. The Company believes in providing an environment that enables women employees to effectively balance their professional responsibilities with their personal and family commitments.
The Company complies with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. Eligible women employees are provided maternity leave and other applicable benefits in accordance with the provisions of the Act.
The Company remains committed to protecting the rights and well-being of women employees and to providing a workplace that promotes equality, dignity, safety, and work-life balance, while ensuring compliance with all applicable statutory requirements.
During the year under review, the Company has not undertaken or does not have any transactions, arrangements, or matters falling under the following provisions, and accordingly, no further disclosure or reporting is required in this regard, except as specifically stated below:
a) Details relating to deposits covered under Chapter V of the Act and rules made there under. b) As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. c) As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. d) As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option. e) As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. f) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company's going concern status and operations in future. h) There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013. i) There is no Corporate Insolvency Resolution Process initiated by and against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC). j) There is no one time settlement of loans taken from banks and financial Institution. k) The details with respect to unpaid dividend for the financial year 2018-19, 2020-21, 2021-22, 2022-23, 2023-24 and 2024-25 can be accessed at https://aartechsolonics.com/docs/shareholders-information/transfer-of-shares-in-demat-mode/Dividend-History.pdf .
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud to the Audit Committee or the Board of Directors under the applicable provisions of the Companies Act, 2013, including Section 143(12), committed against the Company by its officers or employees, which required disclosure in the Board's Report.
Accordingly, there were no instances of fraud requiring disclosure in the Board's Report for the financial year ended 31st March, 2026.
At Aartech Solonics Limited, shareholders are regarded as an important and valued stakeholder group. The Company remains committed to creating and enhancing long-term shareholder value through sustainable business growth, operational excellence, prudent financial management, and responsible corporate governance.
The Company continues to focus on improving operational efficiency and cost competitiveness, strengthening its productive asset and resource base, and pursuing sustainable business opportunities. At the same time, the Company places emphasis on maintaining strong governance standards, protecting stakeholder interests, and building and sustaining a trusted corporate reputation.
These efforts are aimed at strengthening the Company's long-term financial and operational performance and, in turn, creating sustainable value for its shareholders and other stakeholders.
Statements made in this Board's Report and Management Discussion and Analysis, including those relating to the Company's objectives, plans, strategies, projections, estimates, expectations, or other future developments, may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations.
Such statements are based on the Company's current expectations, assumptions, estimates, and projections and are subject to various risks, uncertainties, and other factors. Actual results, performance, or achievements may differ materially from those expressed or implied in such forward-looking statements.
Factors that could cause actual results to differ materially include, among others, availability and pricing of raw materials, demand and pricing conditions in the Company's principal markets, changes in government policies and regulations, changes in tax laws and policies, prevailing economic conditions, changes in the competitive environment, technological developments, and other risks and uncertainties affecting the Company's business and operations.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable laws and regulations.
The Directors place on records their sincere appreciation for the continued commitment, professionalism, integrity, and dedication demonstrated by the employees of Aartech Solonics Limited at all levels. Their contribution, teamwork, and commitment to continuous improvement remain fundamental to the Company's growth and success.
The Directors also express their gratitude to the shareholders, investors, customers, business partners, bankers, regulatory authorities, and other stakeholders for their continued trust, confidence, and support extended to the Company and its management.
The Directors further acknowledge the valuable guidance and cooperation received from various Government authorities, statutory and regulatory bodies, financial institutions, professional advisors, and other stakeholders during the year under review.
The Directors look forward to the continued support and confidence of all stakeholders as the Company pursues its strategic objectives and remains focused on sustainable growth, operational excellence, and long-term value creation.
For and on behalf of the Board Aartech Solonics Limited
Place: Bhopal Dated: 05/09/2026
Sd/- Amit Anil Raje Chairman & Managing Director (DIN: 00282385) R/o 15, Silver Oak, Green Heights Gulmohar Colony Bhopal 462038 (M.P.)
Sd/- Arati Nath CEO & Director (DIN: 08741034) Bunglow No.3, Samarth Parisar, Bawadia Kalan, E-8 Extension, Near Orion School, Trilanga, Bhopal, 462039 (M.P.)
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