Affordable Robotic & Automation Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors hereby submits the Sixteenth Annual Report of the business and operations of Affordable Robotic &
Automation Limited (the Company or ARAL or ARAPL) along with the audited financial statements, for the financial year ended
on March 31,2025.

1. Financial results

The highlights of the financial performance on consolidated and standalone basis for the year ended March 31,2025 are
as under:

(INR in Lakhs)

Particulars	Standalone		Consolidated
	Financial Year 2024-25 (FY25)	Financial Year 2023-24 (FY24)	Financial Year 2024-25 (FY25)	Financial Year 2023-24 (FY24)
Income
Revenue from operations	16,047.26	15,007.46	16,255.85	16,309.93
Other income (net)	21.60	10.65	99.25	30.48
Total income	16,068.86	15,018.11	16,355.10	16,340.41
Expenses
Operating expenditure	15,095.84	14060.48	17,106.11	15,181.59
Depreciation and amortization expense	151.56	127.90	190.73	293.52
Total expenses	15,247.40	14,188.38	17,296.84	15,475.16
Profit before extraordinary items & tax	821.46	829.72	(941.74)	865.29
Profit before tax (PBT)	821.46	829.72	(941.74)	865.29
Tax expense	222.87*	222.53*	223.14*	222.55*
Profit for the year	598.59	607.19	(1164.88)	642.75

including Deferred Tax Charges (Revenue)

2. Dividend

The Board of Directors does not recommend any
dividend for the financial year.

3. Reserves

The Board proposes to carry the Net profit after taxation
of Rs. 598.59 Lakhs for the financial year 2024-25
[P.Y.: Net profit After Taxation of Rs. 607.19 Lakhs] for
standalone and for consolidated Net profit after taxation
of Rs. (1164.88) Lakhs for the financial year 2024-25
[P.Y.: Net profit After Taxation - Rs. 642.75 Lakhs]

4. Change of Name

There is no change in the name of the Company during
the financial year under review i.e., 1^st April, 2024 to 31^st
March, 2025.

5. Deposits

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding as
on the date of the balance sheet.

6. Company’s performance

On a Consolidated basis, the revenue from operations
for financial year 2024-25 was at Rs. 16,255.85 Lakhs-
as against Rs. 16,309.93 Lakhs for the financial year
2023-24 and the profit/loss for the financial year 2024¬
25 was Rs. (1164.88) Lakhs as against Rs. 642.75 Lakhs
for the financial year 2023-24.

On a Standalone basis, the revenue from operations
for financial year 2024-25 was at Rs. 16047.26 Lakh
as against Rs. 15,007.46 Lakhs for the financial year
2023-24. The profit for the financial year 2024-25 was
Rs. 598.59 Lakhs as against Rs. 607.19 Lakh- for the
financial year 2023-24.

7. Brief Description of the Company’s working during
the year/State of Company’s Affair

Your Company is leading in automation world from
more than a decade serving in Automotive, Non¬
Automotive, General Industries & also in Government
Sector. ARAL has customer base in India & other parts of
Asia and world. ARAL is a Turnkey Automation Solution
provider for all kind of Industrial Automation needs
such as Line Automation, Assembly Line, Conveyor,
Robotic Inspection Stations, Pick & Place Systems,
Gantry, Auto Assembly stations, Robotic Welding Cell
& Lines, Fixed, Indexing & Rotary type Welding fixtures,
Spot, Mig, Tig Welding Robotic Cell, SPM’s for Welding,
Pneumatic, Hydraulic, Hydro-pneumatic SPM’s, Jigs,
Gauges & Fixtures. Automatic Car Parking System is
also Company’s major area of expertise.

8. Contingencies & Events Occurring after Balance
Sheet Date

a) Contingencies Occurring after Balance Sheet
Date

No such Liabilities were noticed which are
contingent in nature.

b) Events Occurring after Balance Sheet Date

No Such event occurred after balance sheet date.

9. Change in the nature of Business, if any

There is no change in the nature of business during the
financial year.

10. Material Changes and Commitments, if any, affecting
the Financial Position of the Company which have
occurred between or at the end of the financial year
of the Company to which the Financial Statements
relate and the date of the report

All Material Changes and Commitments, affecting the
Financial Position of the Company which have occurred
between or at the end of the financial year of the
Company to which the Financial Statements relate and
the date of the report are mentioned under applicable
heads under this report or the Corporate Governance

Report as the case may be.

11. Auditors

The company at its Annual General Meeting held
on 29^th September, 2022, had appointed M/s. Vijay
Moondra & Co, Chartered Accountants, Ahmedabad
(FRN 112308W), as the Auditors of the Company for the
next five consecutive financial years.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the
Companies Act 2013, every listed company and
company belonging to class of companies as prescribed
is required to annex with its Board’s Report, a Secretarial
Audit Report given by a Company Secretary in Whole
time Practice.

The Board of Directors has appointed Meenu
Maheshwari, Practicing Company Secretaries,
Ahmedabad as the Secretarial Auditor of the Company.
The Report of the Secretarial Auditor for FY25 is annexed
herewith as Annexure - A

13. Internal Audit

The Company has appointed M/s. MGAM & and
Co., Chartered Accountants. as Internal Auditor of
the company as required under section 138 of the
Companies Act, 2013.

14. Auditor’s Qualifications

The statutory auditors of the company have not made
any qualification, reservation or adverse remark or
disclaimer in their report. The observation made in
the Auditors’ Report read together with relevant notes
thereon are self-explanatory and hence, do not call
for any further comments under Section 134 of the
Companies Act, 2013.

15. Number of meetings of the Board

Seven (7) meetings of the Board were held during the
year. The gap between two board meetings was within
the time prescribed under the Act and SEBI Listing
Regulations.

During FY25, Independent Directors held their separate
meetings on March 24, 2025 in accordance with the
requirements of Schedule IV of the Act, Secretarial
Standard-1 on Board Meetings issued by the Institute
of Company Secretaries of India and the SEBI Listing
Regulations.

16. Directors and key managerial personnel

Mr. Rahul Padole (DIN 07891092), Director liable to
retire by rotation and being eligible, offered himself for
re- appointment.

Pursuant to the provisions of Section 149 of the Act, Mr.
Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh, Mr.
Shailesh Shreekant Pandit and Mr. Rohan Vijay Akolkar
are Independent Directors of the Company. They have
submitted a declaration that each of them meets the
criteria of independence as provided in Section 149(6)
of the Act and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”).

During the year, Mrs. Bhagirathi Manohar Padole,
non-executive director of the Company resigned from
her position die to her personal and unavoidable
circumstances with effect from November 17, 2024.
The board of directors appointed of Mrs. Priyanka Rahul
Padole as an Additional Director (Executive) of the
company effective November 18, 2024.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company on March 31,
2025 are:

Mr. Milind Manohar Padole, Managing Director, Mr.
Sengunthar Dakshnamurthy Kalidas, Chief Financial
Officer and Mrs. Ruchika Shinde, Company Secretary.

17. Particulars of Employees:

The remuneration paid to the Directors is in accordance
with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing
Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force).

As per the provisions of Section 136(1) of the Act and
Rule 5 of the Rules, Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
Report and Financial Statements are being sent to the
Members of the Company excluding the statement of
particulars of employees under Rule 5(2) of the Rules.
Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the
Registered Office of the Company.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report as Annexure - C

18. Remuneration Policy:

The remuneration paid to the employees are as per the
remuneration policy made by the company.

19. Declaration of Independence by Independent
Directors

The Board confirms that all Independent Directors of
your Company have given a declaration to the Board that
they meet the criteria of independence as prescribed
under Section 149 of the Act.

Separate meetings of the Independent Directors have
been held during the Financial Year 2024-25 in which the
Independent Directors have transacted the following
business:

1. Reviewed the performance of the Management of the
Company

2. Discussed the quality, quantity and timeliness of the
flow of information between the Directors and the
Management of the Company

3. Discussed the strategic matters of the Company.

21. Performance Evaluation of the Board, its
Committees and Directors

The Company conducted the annual performance
evaluation of the Board, its various Committees and the
Directors individually. The performance of the Board
was evaluated by the Board after seeking inputs from
all the directors and senior management on the basis
of criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning, etc. Board is being involved and briefed
on all important issues. Very high levels of engagement
were observed and the opinions of each other were
respected.

22. Audit Committee

The details pertaining to the composition, terms of
reference and other details of the Audit Committee
of the Board of Directors of your Company and the
meetings thereof held during the Financial Year are given
in the section “Corporate Governance Report” forming
part of this Annual Report. The recommendations of the
Audit Committee in terms of its Charter were accepted
by the Board of Directors of the Company from time to
time during the year under Report.

23. Employees’ remuneration

There were no employees during the year drawing
remuneration in excess of limits specified under Rule

5 (2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

24. Employee stock option plans

The Company has not issued any stock options to its
employees during the year 01.04.2024 to 31.03.2025
and hence, the details as provided in rule 12 (9) of
Companies (Share Capital and Debentures) Rules,
2014, are not applicable.

However, the Company got an approval from
shareholder by way of Postal Ballot in month of May
2021 for “AFFORDABLE ROBOTIC AND AUTOMATION
LIMITED EMPLOYEE STOCK OPTION PLAN 2021’

(“ESOP 2021”/ “PLAN”)” which rolled out in the
year 2022-23 on the basis of the performance of the
employees in the financial year, 2021-22.

Hence, during the Financial Year 2022-23, the
Nomination Remuneration and compensation
committee has recommended the name of the
eligible employees for grant of options under “ESOP
2021” /” PLAN”. In terms of the recommendation by
the Nomination Remuneration and compensation
committee, the Board decided to grant stock options to
select employees under the existing Affordable Robotic

6 Automation Limited Stock Option Plan 2021’ (“ESOP
2021”/ “PLAN”).

10714 (Ten Thousand Seven Hundred and Fourteen)
options be and are hereby granted to the persons as
detailed in the list. For the same, intimation was given
to BSE Limited on April 22, 2022 pursuant to Regulation
30 of SEBI(LODR) Regulations, 2015

25. Particulars required as per Section 134 of the
Companies Act, 2013

As per Section 134 of the Act, your Company has
provided the Consolidated Financial Statements as
on March 31, 2025. Your Directors believe that the
consolidated financial statements present a more
comprehensive picture as compared to standalone
financial statements. These documents will also be
available for inspection during the business hours at the
Registered Office of your Company and the respective
subsidiary companies. A statement showing financial
highlights of the subsidiary companies is enclosed to
the consolidated financial statements.

26. Consolidated financial statements

Consolidated financial statements of your Company
and its Subsidiary as at March 31,2025 are prepared in
accordance with applicable provisions of Companies
Act 2013 and the Rules made thereunder, and form part
of this Annual Report.

27. Share Capital

At present, the Authorised Share Capital of your company
as on the date of this report is Rs. 12,00,00,000/- (Twelve
Crores Only) consisting of 1,20,00,000 Equity Shares
of Rs. 10/- (Ten) each. The Issued, Subscribed, called
up and paid-up Share Capital of your Company is Rs.
11,24,62,660/- (Eleven Crores Twenty-Four Lakhs Sixty-
Two Thousand Six Hundred & Sixty Only) consisting of
1,12,46,266 Equity Shares of Rs. 10/-(Ten) each fully
paid up. The company was initially listed on the BSE
SME platform through its Initial Public Offering (IPO) in
June 2018.

During the year, the Company has successfully migrated
to the main boards of both BSE and NSE. All shares of
the Company are in the dematerialized form.

28. Subsidiary Companies, Associate Companies and
Joint Ventures

The Company has 5 subsidiary Companies as on March
31, 2025. There are no associate companies or joint
venture companies within the meaning of Section 2(6)
of the Companies Act, 2013 (“Act”).

ARAPL RaaS Private Limited is a subsidiary company
of Affordable Robotic Automation Limited, holding
83.54% Holding. The Company was incorporated on
17^th October 2021 for carrying on business of godown /
warehouse automation.

The Company has also formed ARAPL North America
LLC, but any investment is not done till date. “ARAPL
North America LLC” is incorporated in United States
of America (USA). During the year under review, ARAPL
North America LLC was closed and the same was
approved by the US authorities on December 18, 2024.
***

ARAPL RaaS US, INC is under legal procedure for its
closure.

ARAPL Intelligent Equipment Shanghai Co. Ltd (China)
subsidiary is under legal procedure for its closure.

Masterji.AI Private Limited is a subsidiary company
of Affordable Robotic Automation Limited, holding

67% of Stake. The Company was incorporated on 30^th
December 2020 for carrying on business of formal
and informal education to train students in both India
and abroad for various educational programs through
e- learnings. To Enhance education by developing
Products using latest technology tools using different
mediums including internet, satellite, television,
mobile, tablets, Holograms, AGV and AI etc.

ARAPL RaaS International LLC is step subsidiary of
Affordable Robotic & Automation Limited as it is direct
subsidiary of ARAPL RaaS Private Limited. It was
incorporated North Carolina, United states of America
in August 2022.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company’s subsidiaries in Form
AOC-1 is attached to the financial statements of the
Company.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements
in respect of subsidiaries, are available on the website
of the Company.

S. No	Name and address of the company	CIN/GLN	Holding/ Subsidiary/ Associate	% Of Shares Held	Applicable Section
1	ARAPL Intelligent Equipment Shanghai Co. Ltd	NA	Subsidiary	80%	2(87)
2	Masterji.AI Private Limited	U80903PN2020PTC197332	Subsidiary	67%	2(87)
3	ARAPL RaaS Private Limited	U74999PN2021PTC205251	Subsidiary	83.54%	2(87)
4	ARAPL RaaS International LLC (Direct subsidiary of ARAPL RaaS Private Limited)	NA	Step Subsidiary	83.54%	2(87)
5	ARAPL RAAS US, INC (on going closure process)	NA	Subsidiary	100%	2(87)

29. Particulars of Loans and Guarantees given and
Investments made

Loans, guarantees and investments covered under
Section 186 of the Act form part of the notes to the
financial statements provided in this Annual Report.

30. Related Party Transactions

The Policy to determine materiality of related party
transactions and dealing with related party transactions
as approved by the Board of Directors.

During the year under review, your Company had not
entered into any material transaction with any party
who is related to it as per the Act. There were certain
transactions entered into by your Company with its
foreign subsidiaries and other parties who are related
within the meaning of Indian Accounting Standard (Ind
AS) 24. The Board of Directors confirms that none of the
transactions with any of related parties were in conflict
with your Company’s interest.

All related party transactions are entered into on
an arm’s length basis, are in the ordinary course of
business and are intended to further your Company’s
interests.

The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given
in Form No. AOC-2 and the same forms part of this
report.

31. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle
Blower Policy to deal with instance of fraud and
mismanagement, if any. A vigil (Whistle Blower)
mechanism provides a channel to the employees
and Directors to report to the Management, concerns
about unethical behavior, actual or suspected fraud
or violation of the Codes of Conduct or Policy. The
mechanism provides for adequate safeguards against
victimization of employees and Directors to avail of the
mechanism and also provide for direct access to the
Managing Director / Chairman of the Audit Committee
in exceptional cases.

32. Corporate Governance

A separate section on Corporate Governance with a
detailed compliance report as stipulated under the
Listing Regulations and any other applicable law for the

time being in force forms an integral part of this Report.

Compliance Certificate from the Practicing Company
Secretary regarding compliance of conditions of
Corporate Governance as stipulated in the Listing
Regulations (as applicable to BSE NSE platform listed
Companies) forms part of this Annual Report.

33. Management Discussion and Analysis

Report on Management Discussion and Analysis as
stipulated under the Listing Regulations and any other
applicable law for the time being in force based on
audited, consolidated financial statements for the
Financial Year 2024-25 forms part of this Annual Report.

34. Business Responsibility Report

Report on Business Responsibility as stipulated under
the Listing Regulations and any other applicable law for
the time being in force describing the initiatives taken
by the Management from an environmental, social and
governance perspective.

35. Conservation of energy, Technology absorption and
Foreign Exchange Transactions:

O Conservation of energy

Energy conservation continues to receive
priority attention at all levels. All efforts are
made to conserve and optimize use of energy
with continuous monitoring, improvement in
maintenance and distribution systems and through
improved operational techniques.

O Technology absorption

The Company continues to adopt and use the
latest technologies to improve the productivity and
quality of its products and services.

O Foreign Exchange Transactions

Transactions denominated in foreign currency are
recorded at the exchange rate prevailing at the
date of transaction. Exchange differences arising
on the foreign exchange transaction settled during
the period are recognized in the Profit and Loss
Account. Monetary items outstanding on date of
Balance sheet have been accounted at exchange
rate as on that date and difference has been
charged to Profit and Loss account.

O Foreign exchange earnings and outgo

(INR)

Particulars	2024-25
Earnings	0 Lakhs
Outgo	15.85 Lakhs

36. Corporate Social Responsibility (CSR)

According to Section 135 of the Companies Act,
2013, CSR is applicable to the company for the year
under review. The Company contributed a total CSR
expenditure of ^12,05,430 in the previous year by way
of a donation to Vrundavan Educational Trust (Reg.
F-41477/Pune) towards community development and
educational upliftment in the Pune region. Out of this,
^8,79,936 was carried forward and adjusted against
the current year’s obligation. The Annual Report on CSR
activities, including details of the CSR Policy formulated
and implemented by the Company along with the
initiatives undertaken during the year, is annexed to this
Report as Annexure - D

37. Human Resources

Your Company treats its “human resources” as one of
its most important assets. Your Company continuously
invest in attraction, retention and development of talent
on an ongoing basis. Your Company thrust is on the
promotion of talent internally through job rotation and
job enlargement.

The Company believes in the immense potential of its
human capital and acknowledges that employees are
the core growth engine for the Company. The Company
is committed to creating an inclusive, performance
oriented and entrepreneurial culture that allows it to
bring the best out of every individual and team. The
Company is committed to creating an equal opportunity
workplace, which promotes openness and diversity. The
Company has a strong employee value proposition that
focuses on challenging work that matters, hiring and
retaining the right people, sustained focus on talent and
leadership development, differentiated rewards to drive
exceptional performance and community engagement.

38. Transfer of Amounts to Investor Education and
Protection Fund

Your Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

The company has listed its share with BSE Limited,
under (Small & Medium Enterprises) SME platform of
BSE Limited, in the month of June 2018 by way of Initial
Public Offer (IPO). Further, the Company has passed
a Resolution for the “Migration of Equity Shares of the
Company from SME Platform of BSE to Main Board of
BSE as well as Main Board of NSE”. Further, during the
year under review, the Company successfully migrated
from the BSE SME Platform to the Main Board of both
BSE and NSE.

40. Disclosure relating to equity shares with differential
rights:

The Company has not issued any equity shares with
differential rights during the year under review and
hence no information as per provisions of Rule 4(4) of
the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

41. Disclosure relating to sweat equity shares:

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

42. Disclosures in respect of voting rights not directly
exercised by employees:

There are no shares held by trustees for the benefit of
employees and hence no disclosure under Rule 16(4) of
the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

43. Fraud Reporting

During the year under review no instances of fraud were
reported by the Statutory Auditors of the Company.

44. Adequacy of Internal Financial Controls

The Board is responsible for establishing and
maintaining adequate internal financial control as per
Section 134 of the Act.

The Board has laid down policies and processes
in respect of internal financial controls and such
internal financial controls were adequate and were
operating effectively. The internal financial controls
covered the policies and procedures adopted by your
Company for ensuring orderly and efficient conduct
of business including adherence to your Company’s
policies, safeguarding of the assets of your Company,
prevention and detection of fraud and errors, accuracy

and completeness of accounting records and timely
preparation of reliable financial information.

45. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:

i. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii. They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and
of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

iv. They have prepared the annual accounts on a
going concern basis;

v. They have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively;

vi. They have devised proper systems to ensure
compliance with the provisions of all applicable
Laws and that such systems are adequate and
operating effectively.

46. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an
integral part of this report and gives details of the
overall industry structure, economic developments,
outlook, operational performance and state of affairs
of your Company.

47. Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act
read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the extract of Annual
Return of your Company for the Financial Year ended on
March 31, 2025 is provided as Form No. MGT-9 to the
Directors’ Report.

48. Risk management

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These
are discussed at the meetings of the Board of Directors
of the Company.

The Company’s internal control systems are
commensurate with the nature of its business and the
size and complexity of its operations. These are routinely
tested and certified by the Statutory Auditors of the
Company. Significant audit observations and follow up
actions thereon are reported to the Board. The Board
of Directors reviews adequacy and effectiveness of the
Company’s internal control environment and monitors
the implementation of audit recommendations.

49. Cybersecurity Risk Management

The Company recognizes cybersecurity as a
critical component of its overall risk management
framework. During the year under review, the
Company strengthened its cybersecurity systems
by enhancing IT infrastructure, conducting regular
vulnerability assessments, implementing multi-factor
authentication, and providing cybersecurity awareness
training to employees. The Risk Management
Committee and the Board periodically reviewed the
adequacy and effectiveness of these measures.

No material cybersecurity incidents were reported
during FY 2024-25. The Company continues to invest in
advanced monitoring tools and follows best practices
to ensure the confidentiality, integrity, and availability of
its data and digital assets

50. Cost Audit

During the year under review, your company fall within
the ambit of the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
records & Audit) Rules, 2014, therefore cost auditor was
required to be appointed.

Mr. Vivek Mukherjee, Practicing Cost Accountant was
appointed to conduct cost audit of the company for the
year.

51. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Your Company has an Anti-Sexual Harassment Policy in
place which is in line with requirements of the Sexual

Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and
trainees) are covered under this policy.

During the year under report, your Company did not
receive any case of sexual harassment and hence as on
March 31,2025, there were no pending cases of sexual
harassment in your Company.

Complaints filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

52. Details of significant and material orders passed by
the regulators or courts or tribunals impacting the
going concern status and company’s operations in
future:

There are no orders passed by the regulators or courts
or tribunals impacting the going concern status and
company’s operations in future.

53. Acknowledgements

The Directors thank the Company’s employees,
customers, vendors, investors and others for their
continuous support. The Directors also thank the
Government of India, Governments of various states in
India, Governments of various countries and concerned
Government departments and agencies for their co¬
operation. The Directors appreciate and value the
contribution made by every member of the ARAL family.

On behalf of the Board of Directors of
Affordable Robotic & Automation Limited

Milind Padole Manohar Padole

Managing Director Whole time Director

DIN:02140324 DIN:02738236

Date: August 29, 2025
Place: Pune

Particulars	FY 2024-25	FY 2023-24
Total Complaints reported under Sexual Harassment on of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers
Complaints on POSH	-	-

---

Mar 31, 2024

The Board of Directors hereby submits the Fourteenth Annual Report of the business and operations of Affordable Robotic & Automation Limited (the Company or ARAL or ARAPL) along with the audited financial statements, for the financial year ended on March 31, 2024.

1. Financial results

The highlights of the financial performance on consolidated and standalone basis for the year ended March 31, 2024 are as under:

(INR in Lakhs)
	Standalone		Consolidated
Particulars	Financial Year 2023-24 (FY24)	Financial Year 2022-23 (FY23)	Financial Year 2023-24 (FY24)	Financial Year 2022-23 (FY23)
Income
Revenue from operations	15,007.46	11,315.91	16,309.93	11,378.68
Other income (net)	10.65	21.33	30.48	21.70
Total income	15,018.11	11,337.24	16,340.41	11,400.39
Expenses
Operating expenditure	14,060.49	10,598.67	15,181.59	10,888.02
Depreciation and amortization expense	127.90	135.85	293.52	141.30
Total expenses	14,188.39	10,734.52	15,475.12	11,029.33
Profit before extraordinary items & tax	829.72	602.71	865.29	371.06
Profit before tax (PBT)	829.72	602.71	865.29	371.06
Tax expense	222.53*	154.93*	222.55*	154.93*
Profit for the year	607.19	447.79	642.75	216.13
*Including Deferred Tax Charges (Revenue)

2. Dividend

The Board of Directors does not recommend any dividend for the financial year.

3. Reserves

The Board proposes to carry the Net profit after taxation of Rs. 607.19 Lakhs for the financial year 202324 [P.Y.: Net profit After Taxation of Rs. 447.79 Lakhs] for standalone and for consolidated Net profit after taxation of Rs. 642.75 Lakhs for the financial year 2023-24 [P.Y.:Net profit After Taxation - Rs. 216.13 Lakhs]

4. Change of Name

There is no change in the name of the Company during the financial year under review i.e., 1st April, 2023 to 31st March, 2024.

5. Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 (the ‘Act’) read with the relevant rules, your Company has not accepted any fixed deposits during the year under report.

6. Company’s performance

On a Consolidated basis, the revenue from operations for the financial year 2023-24 was at Rs. 16,309.93 Lakhs- as against Rs. 11378.68 Lakhs for the financial year 2022-23 and the profit for the financial year 2023-24 was Rs. 642.75 Lakhs as against Rs. 216.13 Lakhs for the financial year 2022-23.

On a Standalone basis, the revenue from operations for financial year 2023-24 was at Rs. 15,007.46 Lakh as against Rs 11,315.91 Lakhs for the financial year 2022-23. The profit for the financial year 2023-24 was Rs. 607.19 Lakhs as against Rs. 447.79 Lakh- for the financial year 2022-23.

7. Brief Description of the Company’s working during the year/State of Company’s Affair

Your Company is leading in automation world from more than a decade serving in Automotive, NonAutomotive, General Industries & also in Government Sector. ARAL has customer base in India & other parts of Asia and world. ARAL is a Turnkey Automation Solution provider for all kind of Industrial Automation needs such as Line Automation, Assembly Line, Conveyor, Robotic Inspection Stations, Pick & Place Systems, Gantry, Auto Assembly stations, Robotic Welding Cell & Lines, Fixed, Indexing & Rotary type Welding fixtures, Spot, Mig, Tig Welding Robotic Cell, SPM’s for Welding, Pneumatic, Hydraulic, Hydro-pneumatic SPM’s, Jigs, Gauges & Fixtures. Automatic Car Parking System is also Company’s major area of expertise.

8. Contingencies & Events Occurring after Balance Sheet Datea) Contingencies Occurring after Balance Sheet Date

No such Liabilities were noticed which are contingent in nature.

b) Events Occurring after Balance Sheet Date

No such event occurred after balance sheet date.

9. Change in the nature of Business, if any

There is no change in the nature of business during the financial year.

10. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between or at the end of the Financial year of the Company to which the Financial Statements relate and the date of the report

All Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between or at the end of the financial year of the Company to which the Financial Statements relate and the date of the report are mentioned under applicable heads under this report or the Corporate Governance Report as the case may be.

11. Auditors

The company at its Annual General Meeting held on 29^th September, 2022, had appointed M/s. Vijay Moondra & Co, Chartered Accountants, Ahmedabad (FRN 112308W), as the Auditors of the Company for the next five consecutive financial years.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, every listed company and company belonging to class of companies as prescribed is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Whole time Practice.

The Board of Directors has appointed Meenu Maheshwari, Practicing CompanySecretaries, Ahmedabad as the Secretarial Auditors of the Company.

13. Internal Audit

The Company appoint M/s. MGAM & Co. as Internal Auditor of the company as required under section 138 of the Companies Act, 2013.

14. Auditor’s Qualifications

The statutory auditors of the company have not made any qualification, reservation or adverse remark or disclaimer in their report. The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

15. Number of meetings of the Board

Ten meetings of the Board were held during the year.

16. Directors and key managerial personnel

Mr. Manohar Padole (DIN 02738236), Mr. Milind Padole (DIN 02140324) and Mrs. Bhagirathi Padole (DIN 08048862), Director liable to retires by rotation and being eligible, offered themself for reappointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh and Mr. Rohan Vijay Akolkar are Independent Directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in Section149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Their re-appointed as an Independent Director for the second term of five years, subject to approval of members was done in the previous Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

Mr. Milind Manohar Padole, Managing Director, Mr. Manohar Pandurang Padole, Whole time Director, Mr. Rahul Milind Padole, Director, Mrs. Bhagirathi Manohar Padole, Director, Mr. Bharat Kishore Jhamvar, Independent Director, Mr. Ajay Vishnu Deshmukh, Independent Director, Mr. Rohan Vijay Akolkar, Independent Director, Mr. Sengunthar Dakshnamurthy Kalidas, Chief Financial Officer and Mrs. Ruchika Shinde, Company Secretary. During the year, Mr. Vivek Mukherjee was appointed as a cost auditor of the company.

17. Particulars of Employees:

The Company had no such employees covered who is receipt of remuneration of Rs. 8.50 Lakhs per month or Rs.1.02 Crore per annum as covered under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review and hence, the same is not required to be attached to this report.

18. Remuneration Policy:

The remuneration paid to the employees are as per the remuneration policy made by the company.

19. Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149 of the Act.

Separate meetings of the Independent Directors have been held during the Financial Year 2023-24 in which the Independent Directors have transacted the following business:

1. Reviewed the performance of the Management of the Company

2. Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3. Discussed the strategic matters of the Company.

21. Performance Evaluation of the Board, its Committees and Directors

The Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors and senior management on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Board is being involved and briefed on all important issues. Very high levels of engagement were observed and the opinions of each other were respected.

22. Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the section “Corporate Governance Report” forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were accepted by theBoard of Directors of the Company from time to time during the year under Report.

23. Employees’ remuneration

There were no employees during the year drawing remuneration in excess of limits specified under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Employee stock option plans

The Company has not issued any stock options to its employees during the year 01.04.2021 to 31.03.2022 and hence, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

But have get approval from shareholder by way of Postal Ballot in month of May 2021 for “AFFORDABLE ROBOTIC AND AUTOMATION LIMITED EMPLOYEE STOCK OPTION PLAN 2021’

(“ESOP 2021”/ “PLAN”)” which will be roll out in the year 2022-23 on the basis of the performance of the employees in the current financial year i.e., 2021-22.

Hence, during the Financial Year 2022-23, the Nomination Remuneration and compensation committee has recommended the name of the eligible employees for grant of options under “ESOP 2021” /” PLAN”. In terms of the recommendation by the Nomination Remuneration and compensation committee, the Board decided to grant stock options to select employees under the existing Affordable Robotic & Automation Limited Stock Option Plan 2021’ (“ESOP 2021”/”PLAN”).

10714 (Ten Thousand Seven Hundred and Fourteen) options be and are hereby granted to the persons as detailed in the list. For the same, intimation was given to BSE Limited on April 22, 2022 pursuant to Regulation 30 of SEBI(LODR) Regulations, 2015

25. Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Act, your Company has provided the Consolidated Financial Statements as on March 31, 2023. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is enclosed to the consolidated financial statements.

26. Consolidated financial statements

Consolidated financial statements of your Company and its Subsidiary as at March 31, 2024 are prepared in accordance with applicable provisions of Companies Act 2013 and the Rules made thereunder, and form part of this Annual Report.

27. Share Capital

At present, the Authorised Share Capital of your company as on the date of this report is Rs. 12,00,00,000/- (Twelve Crores Only) consisting of 1,20,00,000 Equity Shares of Rs. 10/- (Ten) each. The Issued, Subscribed, called up and paid-up Share Capital of your Company is Rs. 10,17,96,000/-(Ten Crores Seventeen Lakhs Ninety-Six Thousand Only) consisting of 1,01,79,600 Equity Shares of Rs. 10/-(Ten) each fully paid up. Company is listed with BSE SME platform through its Initial Public Offer (IPO) in June 2018. All shares of the Company are in dematerialized form. The company has issued 10,66,666 nos of additional equity shares to the existing shareholders via right Issue at the face value of Rs.10 per share and at the premium of Rs.440 per share As of now paid-up Share Capital of the company is 11,24,62,660 (Eleven Crores Twenty-Four Lakhs Sixty-two Thousand Six Hundred and Sixty Only) consisting of 1,12,46,266 Equity Shares of Rs.10- (Ten) each fully paid up.

28. Subsidiary Companies, Associate Companies and Joint Ventures

The Company has 4 subsidiary Companies as on March 31, 2023. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

ARAPL RaaS Private Limited is a subsidiary company of Affordable Robotic Automation Limited, holding 81.20% of Stake. The Company was incorporated on 17^th October 2021 for carrying on business of godown / warehouse automation.

The Company has also formed ARAPL North America LLC, but any investment is not done till date. “ARAPL North America LLC” is incorporated in United States of America (USA) in the previous year, but due to pandemic Covid-19 “ARAPL North America LLC” did not start its functioning, once the favorable situation available, it will start its function.

ARAPL Intelligent Equipment Shanghai Co. Ltd (China) subsidiary is under legal procedure for its closure.

Masterji.AI Private Limited is a subsidiary company of Affordable Robotic Automation Limited, holding 67% of Stake. The Company was incorporated on 30^th December 2020 for carrying on business of formal and informal education to train students in both India and abroad for various educational programs through e- learnings. To Enhance education by developing Products using latest technology tools using different mediums including internet, satellite, television, mobile, tablets, Holograms, AGV and AI etc.

ARAPL RaaS International LLC is step subsidiary of Affordable Robotic & Automation Limited as it is direct subsidiary of ARAPL RaaS Private Limited. It was incorporated North Carolina, United states of America in August 2022. The organization has yet not started its working.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financialstatements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company.

S. No	Name and address of the company	CIN/GLN	Holding/ Subsidiary / Associate	% Of Shares Held	Applic able Sectio n
1	ARAPL Intelligent Equipment Shanghai Co. Ltd	NA	Subsidiary	80%	2(87)
2	ARAPL North America LLC	NA	Subsidiary	100%	2(87)
3	Masterji.AI Private Limited	U80903PN2020PTC197332	Subsidiary	67%	2(87)
4	ARAPL RaaS Private Limited	U74999PN2021PTC205251	Subsidiary	83.54%	2(87)
5	ARAPL RaaS International LLC (Direct subsidiary of ARaPl RaaS Private Limited)	NA	Step Subsidiary	83.54%	2(87)
6	ATAPL RaaS US INC	NA	Step Subsidiary	83.54%	2(87)

29. Particulars of Loans and Guarantees given and Investments made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

30. Related Party Transactions

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors.

During the year under review, your Company had not entered into any material transaction with anyparty who is related to it as per the Act. There were certain transactions entered into by your Company with its foreign subsidiaries and other parties who are related within the meaning of IndianAccounting Standard (Ind AS) 24. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with your Company’s interest.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business and are intended to further your Company’s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 and the same forms part of this report.

31. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases.

32. Corporate Governance

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force forms an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations (as applicable to BSE SME platformlisted Companies) forms part of this Annual Report.

33. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable law for the time being in force based on audited, consolidated financial statements for the Financial Year 2023-24 forms part of this Annual Report.

34. Business Responsibility Report

Report on Business Responsibility as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social and governance perspective.

35. Conservation of energy, Technology absorption and Foreign Exchange Transactions:

• Conservation of energy

Energy conservation continues to receive priority attention at all levels. All efforts are madeto conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

• Technology absorption

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products and services.

• Foreign Exchange Transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the date of transaction. Exchange differences arising on the foreign exchange transaction settled during the period are recognized in the Profit and Loss Account. Monetary items outstanding on date of Balance sheet have been accounted at exchange rate as on that date and difference has been charged to Profit and Loss account.

• Foreign exchange earnings and outgo as per (standalone) financials (INR)
	Particulars	2023-24
	Earnings	-
	Outgo	-

36. Corporate Social Responsibility (CSR)

According to Section 135 of the Companies Act, 2013, CSR is applicable to the company for the year 2023-24. And the company has done the CSR Expenditure of Rs.12,05,430.00 as donation given to Vrundavan Educational Trust, they runs formal educational programme for the underprivileged children in Pune.

37. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

The company has listed its share with BSE Limited, under (Small & Medium Enterprises) SME platform of BSE Limited, in the month of June 2018 by way of Initial Public Offer (IPO). Further, during the year under review, the Company has passed a Resolution for the “Migration of Equity Shares of the Company from SME Platform of BSE to Main Board of BSE as well as Main Board of NSE. The Company has received In-Principle approval from the Bombay stock exchanges and in the stage of final listing.”.

40. Disclosure relating to equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under reviewand hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure relating to sweat equity shares:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) ofthe Companies (Share Capital and Debenture) Rules, 2014 is furnished.

42. Disclosures in respect of voting rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

43. Fraud Reporting

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

44. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

45. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

46. Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of your Company for the Financial Year ended on March 31, 2024 is provided as Form No. MGT-9 to the Directors’ Report.

47. Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory Auditors of

the Company. Significant audit observations and follow-up actions thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations.

48. Cost Audit

During the year under review, your company fall within the ambit of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore cost auditor was required to be appointed.

Mr. Vivek Mukherjee, Practicing Cost Accountant, was appointed to conduct cost audit for the company for the year.

49. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has an Anti-Sexual Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under report, your Company did not receive any case of sexual harassment and hence as on March 31, 2024, there were no pending cases of sexual harassment in your Company.

50. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

51. Acknowledgements

The Directors thank the Company’s employees, customers, vendors, investors and others for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the ARAL family.

---

Mar 31, 2023

The Board of Directors hereby submits the Fourteenth Annual Report of the business and operations of Affordable Robotic & Automation Limited (the Company or ARAL or ARAPL) along with the audited financial statements, for the financial year ended on March 31, 2023.

1. Financial results

The highlights of the financial performance on consolidated and standalone basis for the year ended March 31, 2023 are as under:

(INR in Lakhs)
	Standalone		Consolidated
Particulars	Financial Year 2022-23 (FY23)	Financial Year 2021-22 (FY22)	Financial Year 2022-23(FY23)	Financial Year 2021-22(FY22)
Income
Revenue from operations	11,315.91	8,109.75	11,378.68	8,109.75
Other income (net)	21.33	13.53	21.70	13.53
Total income	11,337.24	8,123.28	11,400.39	8,123.28
Expenses
Operating expenditure	10,598.67	7,736.19	10,888.02	7,736.19
Depreciation and amortization expense	135.85	141.41	141.30	141.41
Total expenses	10,734.52	7,877.60	11,029.33	7,877.60
Profit before extraordinary items & tax	602.71	245.68	371.06	245.68
Profit before tax (PBT)	602.71	245.68	371.06	245.68
Tax expense	154.93*	8.77*	154.93*	8.77*
Profit for the year	447.79	236.92	216.13	236.92
including Deferred Tax Charges (Revenue)

2. Dividend

The Board of Directors does not recommend any dividend for the financial year.

3. Reserves

The Board proposes to carry the Net profit after taxation of Rs. 447.79 Lakhs for the financial year 2022-23 [P.Y.: Net profit After Taxation of Rs. 236.92 Lakhs] for standalone and for consolidated Net profit after taxation of Rs. 216.13 Lakhs for the financial year 2022-23 [P.Y.:Net profit After Taxation - Rs. 236.92 Lakhs]

4. Change of Name

There is no change in the name of the Company during the financial year under review i.e., 1^st April, 2022 to 31^st March, 2023.

5. Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 (the ''Act'') read with the relevant rules, your Company has not accepted any fixed deposits during the year under report.

6. Company''s performance

On a Consolidated basis, the revenue from operations for financial year 2022-23 was at Rs. 11,378.68 Lakhs- as against Rs. 8,109.75 Lakhs for the financial year 2021-22 and the profit for the financial year 2022-23 was Rs. 216.13 Lakhs as against Rs. 236.92 Lakhs for the financial year 2021-22.

On a Standalone basis, the revenue from operations for financial year 2022-23 was at Rs. 11,315.91 Lakh as against Rs 8,109.75 Lakhs for the financial year 2021-22. The profit for the financial year 2022-23 was Rs. 447.79 Lakhs as against Rs. 236.92 Lakh- for the financial year 2021-22.

7. Brief Description of the Company''s working during the year/State of Company''s Affair

Your Company is leading in automation world from more than a decade serving in Automotive, NonAutomotive, General Industries & also in Government Sector. ARAL has customer base in India & other parts of Asia and world. ARAL is a Turnkey Automation Solution provider for all kind of Industrial Automation needs such as Line Automation, Assembly Line, Conveyor, Robotic Inspection Stations, Pick & Place Systems, Gantry, Auto Assembly stations, Robotic Welding Cell & Lines, Fixed, Indexing & Rotary type Welding fixtures, Spot, Mig, Tig Welding Robotic Cell, SPM''s for Welding, Pneumatic, Hydraulic, Hydro-pneumatic SPM''s, Jigs, Gauges & Fixtures. Automatic Car Parking System is also Company''s major area of expertise.

8. Contingencies & Events Occurring after Balance Sheet Datea) Contingencies Occurring after Balance Sheet Date

No such Liabilities were noticed which are contingent in nature.

b) Events Occurring after Balance Sheet Date

After Balance Sheet date the company has incorporated ARAPL RaaS US, INC, a subsidiary in Delaware, US in the month of May, 2023 for business expansion. Also, there was change in composition of the Board of Directors. Mr. Shailesh Shreekanth Pandit (DIN: 00642265) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors of the Company at their Board meeting held on 22^nd July 2023, subject to approval of members in ensuing AGM.

9. Change in the nature of Business, if any

There is no change in the nature of business during the financial year.

10. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between or at the end of the Financial year of the Company to which the Financial Statements relate and the date of the report

All Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between or at the end of the financial year of the Company to which the Financial Statements relate and the date of the report are mentioned under applicable heads under this report or the Corporate Governance Report as the case may be.

11. Auditors

The company at its Annual General Meeting held on 29^th September, 2022, had appointed M/s. Vijay Moondra & Co, Chartered Accountants, Ahmedabad (FRN 112308W), as the Auditors of the Company for the next five consecutive financial years.

12. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, every listed company and company belonging to class of companies as prescribed is required to annex with its Board''s Report, a Secretarial Audit Report given by a Company Secretary in Whole time Practice.

The Board of Directors has appointed Riddhita Agrawal, Practicing Company Secretaries, Mumbai as the Secretarial Auditors of the Company.

13. Internal Audit

The Company appoint M/s. MGAM & Co. as Internal Auditor of the company as required under section 138 of the Companies Act, 2013.

14. Auditor''s Qualifications

The statutory auditors of the company have not made any qualification, reservation or adverse remark or disclaimer in their report. The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

15. Number of meetings of the Board

Eleven meetings of the Board were held during the year.

16. Directors and key managerial personnel

Mr. Rahul Padole (DIN 07891092), Director liable to retires by rotation and being eligible, offered himself for re- appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh and Mr. Rohan Vijay Akolkar are Independent Directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Board has proposed their re-appointed as an Independent Director for the second term of five years, subject to approval of members in the ensuing Annual General Meeting. Mr. Shailesh Pandit who was appointed as an Additional Independent Director is regularized in this Annual General Meeting for the period of five years.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Companyas on March 31, 2023 are:

Mr. Milind Manohar Padole, Managing Director, Mr. Manohar Pandurang Padole, Whole time Director, Mr. Rahul Milind Padole, Director, Mrs. Bhagirathi Manohar Padole, Director, Mr. Bharat Kishore Jhamvar, Independent Director, Mr. Ajay Vishnu Deshmukh, Independent Director, Mr. Rohan Vijay Akolkar, Independent Director, Mr. Sengunthar Dakshnamurthy Kalidas, Chief Financial Officer and Mrs. Ruchika Shinde, Company Secretary.

During the year, Mr. Abhijeet Shitole ceased to be a Key Managerial Personnel of the Company and Mrs. Ruchika Shinde (Nikumbh) was appointed in his place.

17. Particulars of Employees:

The Company had no such employees covered who is receipt of remuneration of Rs. 8.50 Lakhs per month or Rs.1.02 Crore per annum as covered under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review and hence, the same is not required to be attached to this report.

18. Remuneration Policy:

The remuneration paid to the employees are as per the remuneration policy made by the company.

19. Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149 of the Act.

Separate meetings of the Independent Directors have been held during the Financial Year 2022-23 n which the Independent Directors have transacted the following business:

1. Reviewed the performance of the Management of the Company

2. Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3. Discussed the strategic matters of the Company.

21. Performance Evaluation of the Board, its Committees and Directors

The Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors and senior management on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Board is being involved and briefed on all important issues. Very high levels of engagement were observed and the opinions of each other were respected.

22. Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the section “Corporate Governance Report” forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were accepted by the Board of Directors of the Company from time to time during the year under Report.

23. Employees'' remuneration

There were no employees during the year drawing remuneration in excess of limits specified under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Employee stock option plans

The Company has not issued any stock options to its employees during the year 01.04.2021 to 31.03.2022 and hence, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

But have get approval from shareholder by way of Postal Ballot in month of May 2021 for “AFFORDABLE ROBOTIC AND AUTOMATION LIMITED EMPLOYEE STOCK OPTION PLAN 2021'' (“ESOP 2021”/ “PLAN”)” which will be roll out in the year 2022-23 on the basis of the performance of the employees in the current financial year i.e., 2021-22.

Hence, during the Financial Year 2022-23, the Nomination Remuneration and compensation committee has recommended the name of the eligible employees for grant of options under “ESOP 2021” /” PLAN”. In terms of the recommendation by the Nomination Remuneration and compensation committee, the Board decided to grant stock options to select employees under the existing Affordable Robotic & Automation Limited Stock Option Plan 2021'' (“ESOP 2021”/”PLAN”). 10714 (Ten Thousand Seven Hundred and Fourteen) options be and are hereby granted to the persons as detailed in the list. For the same, intimation was given to BSE Limited on April 22, 2022 pursuant to Regulation 30 of SEBI(LODR) Regulations, 2015

25. Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Act, your Company has provided the Consolidated Financial Statements as on March 31, 2023. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is enclosed to the consolidated financial statements.

26. Consolidated financial statements

Consolidated financial statements of your Company and its Subsidiary as at March 31, 2023 are prepared in accordance with applicable provisions of Companies Act 2013 and the Rules made thereunder, and form part of this Annual Report.

27. Share Capital

At present, the Authorised Share Capital of your company as on the date of this report is Rs. 12,00,00,000/- (Twelve Crores Only) consisting of 1,20,00,000 Equity Shares of Rs. 10/- (Ten) each. The Issued, Subscribed, called up and paid-up Share Capital of your Company is Rs. 10,17,96,000/-(Ten Crores Seventeen Lakhs Ninety-Six Thousand Only) consisting of 1,01,79,600 Equity Shares of Rs. 10/-(Ten) each fully paid up. Company is listed with BSE SME platform through its Initial Public Offer (IPO) in June 2018. All shares of the Company are in dematerialized form.

28. Subsidiary Companies, Associate Companies and Joint Ventures

The Company has 4 subsidiary Companies as on March 31, 2023. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

ARAPL RaaS Private Limited is a subsidiary company of Affordable Robotic Automation Limited, holding 81.20% of Stake. The Company was incorporated on 17^th October 2021 for carrying on business of godown / warehouse automation.

The Company has also formed ARAPL North America LLC, but any investment is not done till date. “ARAPL North America LLC” is incorporated in United States of America (USA) in the previous year, but due to pandemic Covid-19 “ARAPL North America LLC” did not start its functioning, once the favorable situation available, it will start its function.

ARAPL Intelligent Equipment Shanghai Co. Ltd (China) subsidiary is under legal procedure for its closure.

Masterji.AI Private Limited is a subsidiary company of Affordable Robotic Automation Limited, holding 67% of Stake. The Company was incorporated on 30^th December 2020 for carrying on business of formal and informal education to train students in both India and abroad for various educational programs through e- learnings. T o Enhance education by developing Products using latest technology tools using different mediums including internet, satellite, television, mobile, tablets, Holograms, AGV and AI etc.

ARAPL RaaS International LLC is step subsidiary of Affordable Robotic & Automation Limited as it is direct subsidiary of ARAPL RaaS Private Limited. It was incorporated North Carolina, United states of America in August 2022. The organization has yet not started its working.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of

financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company.

S. No	Name and address of the company	CIN/GLN	Holding/ Subsidiary/ Associate	% Of Shares Held	Applicable Section
1	ARAPL Intelligent Equipment Shanghai Co. Ltd	NA	Subsidiary	80%	2(87)
2	ARAPL North America LLC	NA	Subsidiary	100%	2(87)
3	Masterji.AI Private Limited	U80903PN2020PTC197332	Subsidiary	67%	2(87)
4	ARAPL RaaS Private Limited	U74999PN2021PTC205251	Subsidiary	81.20%	2(87)
5	ARAPL RaaS International LLC (Direct subsidiary of ARAPL RaaS Private Limited)	NA	Step Subsidiary	81.20%	2(87)

29. Particulars of Loans and Guarantees given and Investments made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

30. Related Party Transactions

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors.

During the year under review, your Company had not entered into any material transaction with any party who is related to it as per the Act. There were certain transactions entered into by your Company with its foreign subsidiaries and other parties who are related within the meaning of Indian Accounting Standard (Ind AS) 24. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with your Company''s interest.

All related party transactions are entered into on an arm''s length basis, are in the ordinary course of business and are intended to further your Company''s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 and the same forms part of this report.

31. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases.

32. Corporate Governance

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force forms an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations (as applicable to BSE SME platform listed Companies) forms part of this Annual Report.

33. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable law for the time being in force based on audited, consolidated financial statements for the Financial Year 2022-23 forms part of this Annual Report.

34. Business Responsibility Report

Report on Business Responsibility as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social and governance perspective.

35. Conservation of energy, Technology absorption and Foreign Exchange Transactions:

• Conservation of energy

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

• Technology absorption

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products and services.

• Foreign Exchange T ransactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the date of transaction. Exchange differences arising on the foreign exchange transaction settled during the period are recognized in the Profit and Loss Account. Monetary items outstanding on date of Balance sheet have been accounted at exchange rate as on that date and difference has been charged to Profit and Loss account.

• Foreign exchange earnings and outgo		(INR)
	Particulars	2022-23
	Earnings	81.88 Lakhs
	Outgo	31.70 Lakhs

36. Corporate Social Responsibility (CSR)

According to Section 135 of the Companies Act, 2013, CSR is not applicable to the company for the year 2022-23.

37. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

The company has listed its share with BSE Limited, under (Small & Medium Enterprises) SME platform of BSE Limited, in the month of June 2018 by way of Initial Public Offer (IPO). Further, during the year under review, the Company has passed a Resolution for the “Migration of Equity Shares of the Company from SME Platform of BSE to Main Board of BSE as well as Main Board of NSE”.

40. Disclosure relating to equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure relating to sweat equity shares:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

42. Disclosures in respect of voting rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

43. Fraud Reporting

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

44. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company''s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

45. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

46. Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of your Company for the Financial Year ended on March 31, 2023 is provided as Form No. MGT-9 to the Directors'' Report.

47. Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory Auditors of the Company. Significant audit observations and follow up actions thereon are reported to the Board. The Board of Directors reviews adequacy and effectiveness of the Company''s internal

control environment and monitors the implementation of audit recommendations.

48. Cost Audit

During the year under review, your company does not fall within the ambit of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no cost auditor was required to be appointed.

49. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has an Anti-Sexual Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under report, your Company did not receive any case of sexual harassment and hence as on March 31, 2023, there were no pending cases of sexual harassment in your Company.

50. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

51. Acknowledgements

The Directors thank the Company''s employees, customers, vendors, investors and others for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the ARAL family.

---

Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the Ninth Annual Report of the business and operations of Affordable Robotic & Automation Limited (the Company or ARAL) along with the audited financial statements, for the financial year ended on March 31, 2018.

1. Financial results

The highlights of the financial performance on consolidated and unconsolidated basis for the year ended March 31, 2018 are as under:

(INR)

	Unconsolidated		Consolidated
	Financial Year 2017-18(FY18)	Financial Year 2016-17 (FY17)	Financial Year 2017-18 (FY18)	Financial Year 2016-17 (FY17)
Income	-	-	-	-
Revenue from operations	650,025,311.46	402,661,018.00	650,765,549.71	417,194,681.98
Other income (net)	646,456.00	1,281,639.49	649,685.45	1,290,359.54
Total income	650,671,767.46	403,942,657.49	651,415,235.16	418,485,041.52
Expenses	-	-	-	-
Operating expenditure	564,275,492.13	326,395,101.27	570,593,082.54	343,827,790.36
Depreciation and amortization expense	10,600,564.00	10,326,694.05	10,600,564.00	10,326,694.05
Total expenses	574,876,056.13	336,721,795.32	581,193,646.54	354,154,484.41
Profit before extraordinary items & tax	75,795,711.33	67,220,862.17	70,221,588.62	64,330,557.11
extraordinary items	-	-	-	-
Profit before tax (PBT)	75,795,711.33	67,220,862.17	70,221,588.62	64,330,557.11
Tax expense	19,023,073.00	25,631,387.00	19,023,073.00	24,659,758.00
Profit for the year	56,772,638.33	41,589,475.17	51,198,515.62	39,670,799.11

2. Dividend

Due to conservation of profits, the Board of Directors does not recommend any dividend for the financial year.

3. Transfer to reserves

The Board of Directors does not recommend carrying any amount to the Reserves during the financial year.

4. Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 (the ‘Act’) read with the relevant rules, your Company has not accepted any fixed deposits during the year under report.

5. Company’s performance

On a Consolidated basis, the revenue from operations for financial year 2017-18 was at Rs. 650,765,549.71/- as against Rs. 417,194,681.98/- for the financial year 2016-17. The profit for the year was Rs. 51,198,515.62/- as against Rs. 39,670,799.11/- for the financial year 2016-17.

On an Unconsolidated basis, the revenue from operations for financial year 2017-18 was at Rs. 650,025,311.46/- as against Rs. 402,661,018.00/- for the financial year 2016-17. The profit for the year was Rs. 56,772,638.33/- as against Rs. 41,589,475.17/- for the financial year 2016-17.

Your Directors undertook various restructuring and cost reduction initiatives. With majority of the restructuring initiatives completed, your company is now on a stronger platform to leverage market opportunities in engineering item for growth and performance in the coming years. This has resulted in the Company posting positive result during the year.

The focus during the year was on streamlining the working capital of the Company which has yielded positive results.

The demand in the market continues to be stable and the Company is hopeful of encasing the growth opportunities available in the coming years.

6. Brief Description of the Company’s working during the year/State of Company’s Affair

Your Company is leading in automation world from more than a decade serving in Automotive, Non-Automotive, General Industries & also in Government Sector. The Company has customer base in India and China. ARAL is a Turnkey Automation Solution provider for all kind of Industrial Automation needs. Automatic Car Parking System is Company’s major area of expertise.

7. Contingencies & Events Occurring after Balance Sheet Date

a) Contingencies Occurring after Balance Sheet Date

i. No such Liabilities were noticed which are contingent in nature.

b) Events Occurring after Balance Sheet Date

i. The Company has gone for Initial Public Offer (IPO) in Financial Year 2018-19 for fresh issue of 26,81,600 Equity shares of face value Rs. 10/-. The Initial Public Offer (IPO) started on 24-05-2018 and closed on 28-05-2018 and it has been listed on SME Platform of BSE on 04-06-2018.

ii. The Company has made Private Placement in Financial Year 2018-19 of fresh issue of 10,00,000 Equity shares of face value Rs. 10/- on 26-04-2018.

iii. Mrs. Harshada Sunil Hendre, Company Secretary has resigned with effect from 6^th August, 2018 and the Board of Directors appointed Mr. Abhijeet Shitole as the Company Secretary and Compliance Officer, in compliance of Companies Act, 2013 with effect from 11^th September, 2018.

iv. There are no such events except mentioned above that have occurred after the Balance sheet date which will have bearing on profitability and / or state of affairs of the Company.

8. Change in the nature of Business, if any

There is no change in the nature of business during the financial year.

9. Material Changes and Commitments, If any, affecting the Financial Position of the Company which have occurred between or at the end of the Financial year of the Company to which the Financial Statements relate and the date of the report

All Material Changes and Commitments, affecting the Financial Position of the Company which have occurred between or at the end of the Financial year of the Company to which the Financial Statements relate and the date of the report are mentioned under applicable heads under this report or the Corporate Governance Report as the case may be.

10. Auditors

Manojkumar Ramkishan Gupta, Chartered Accountants (Membership no. 048796) was the statutory auditor of Company since Incorporation. He resigned on 1^st January, 2018 due to change in constitution of his firm i.e. Proprietary to Partnership firm and proposed his newly registered partnership firm M/s MGAM & Company for appointment as a new statutory auditors of the Company.

MGAM & Company, Chartered Accountants (Firm Registration no. 145934W) were appointed as statutory auditors for filling up the casual vacancy caused by the aforesaid resignation and to hold the office till the conclusion of the ensuring AGM of the Company.

In the month of June 2018, the Company got its shares listed on SME platform of Bombay Stock Exchange and went for a public issue. Due to this constitutional change in the form of Company the Company was required to abide by the provisions of Listing Agreement norms prescribed by BSE and SEBI Regulations. As per SEBI Regulations and Listing Agreement, it is mandatory for a listed company to get its accounts audited from statutory auditors firm which is a peer reviewed firm by ICAI. MGAM & Company, Chartered Accountants was not a peer reviewed firm and thus had to resign from the Company.

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time the Directors of the Company then filled up the casual vacancy caused by resignation of MGAM & Company, Chartered Accountants by appointing M/s. Joshi Apte & Company, Chartered Accountants (Firm Registration no. 104370W) on 31^st July, 2018 till the ensuring Annual General Meeting.

Further considering the volume of records, timelines to complete the audit and other professional engagements Joshi Apte & Company, Chartered Accountants resigned on 30^th August, 2018.

This Casual Vacancy which has caused due to the resignation of Joshi Apte & Company, Chartered Accountants was then filled up by the Board by appointing M/s Vijay Moondra & Co, Chartered Accountants on 11^th September, 2018 till the ensuring AGM.

11. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, every listed company and company belonging to class of companies as prescribed is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Whole time Practice.

The Board of Directors has appointed M/s. Sandeep Kulkarni & Associates, Practicing Company Secretaries, Pune as the Secretarial Auditors of your Company.

However, your Company is listed in the month of June, 2018 and thus requirement to annex Secretarial Audit Report to the Boards Report is not applicable for financial year 2017-18.

12. Auditor’s report

The auditor’s report does not contain any qualifications, reservations, or adverse remarks. Secretarial audit report is attached to this report.

13. Auditor’s Qualifications

The statutory auditors of the company have not made any qualification, reservation or adverse remark or disclaimer made in their report. The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

14. Number of meetings of the Board

Twenty Three meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

15. Directors and key managerial personnel

Mr. Rahul Milind Padole appointed as Additional Director on July 26, 2017 and confirmed in the AGM held on September 29, 2017.

Mr. Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh, and Mr. Rohan Vijay Akolkar were appointed as an Additional Independent Director with effect from January 24, 2018.

Mrs. Bhagirathi Manohar Padole appointed as an additional director on January 31, 2018. Change in designation of Mr. Milind Manohar Padole as Managing Director on January 31, 2018 and of Mr. Manohar Pandurang Padole as Whole time Director on January 31, 2018.

Mr. Milind Manohar Padole, Managing Director and Mr. Manohar Pandurang Padole, Whole time Director retires by rotation and being eligible, offered himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Bharat Kishore Jhamvar, Mr. Ajay Vishnu Deshmukh and Mr. Rohan Vijay Akolkar are Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6)of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

The Board appointed Mrs. Harshada Sunil Hendre as the Company Secretary and Compliance Officer, incompliance of Companies Act, 2013 with effect from January 25, 2018.

The Board appointed Mr. Sengunthar Dakshnamurthy Kalidass as the Chief Financial Officer, in compliance of Companies Act, 2013 with effect from January 25, 2018.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are:

Mr. Milind Manohar Padole, Managing Director, Mr. Manohar Pandurang Padole, Whole time Director, Mr. Rahul Milind Padole, Director, Mrs. Bhagirathi Manohar Padole, Director, Mr. Bharat Kishore Jhamvar, Independent Director, Mr. Ajay Vishnu Deshmukh, Independent Director, and Mr. Rohan Vijay Akolkar, Independent Director, Mr. Sengunthar Dakshnamurthy Kalidas, Chief Financial Officer and Mrs. Harshada Sunil Hendre, Company Secretary.

During the year, none is ceased to be a Key Managerial Personnel of the Company.

16. Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149 of the Act.

Separate meetings of the Independent Directors have been held during the Financial Year 2017-18 in which the Independent Directors have transacted the following business:

1. Reviewed the performance of the Management of the Company

2. Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3. Discussed the strategic matters of the Company.

17. Performance Evaluation of the Board, its Committees and Directors

The Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the directors and senior management on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Board is being involved and briefed on all important issues. Very high levels of engagement were observed and the opinions of each other were respected.

18. Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were accepted by the Board of Directors of the Company from time to time during the year under Report.

19. Employees’ remuneration

There were no employees during the year drawing remuneration in excess of limits specified under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. Employee stock option plans

During the year under report, no employee has been granted stock options.

21. Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Act, your Company has provided the Consolidated Financial Statements as on March 31, 2018. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is enclosed to the consolidated financial statements.

22. Consolidated financial statements

Consolidated financial statements of your Company and its Subsidiary as at March 31, 2018 are prepared in accordance with applicable provisions of Companies Act 2013 and the Rules made thereunder, and form part of this Annual Report.

23. Share Capital

The Authorised Share Capital of your Company as on 31^st March 2018 was Rs. 120000000/-(Twelve Crores Only) consisting of 1,20,00,000 Equity Shares of Rs. 10/- (Ten) each.

The Issued, Subscribed, Called up and paid up Share Capital of your Company as on 31^st March 2018 was Rs. 64,980,000/- (Six Crores Forty Nine Lakhs Eighty Thousand Only) consisting of 6498000 Equity Shares of Rs. 10/-(Ten) each fully paid up.

During the financial year the Authorised Capital of the Company has been increased from Rs. 30.000.000/- (Three Crores Only) comprising of 20,00,000 Equity Shares of Rs. 10/- (Ten) each and 10.00.000 8% Preference Shares of Rs 10/- (Ten) each to Rs. 100,000,000/- (Ten Crores Only) comprising of 9,000,000 Equity shares of Rs. 10/- (Ten) each and 1,000,000 8% Preference Shares of Rs 10/- (Ten) each. Further Authorised Capital of the Company increased from Rs. 100,000,000/-(Ten Crores Only) comprising of 9,000,000 Equity shares of Rs. 10/- (Ten) each and 1,000,000 8% Preference Shares of Rs 10/- (Ten) each to Rs. 120,000,000/- (Twelve Crores Only) comprising of 12.000.000 Equity shares of Rs. 10/- (Ten) each and 1,000,000 8% Preference Shares of Rs 10/-(Ten) each are reclassified into 1,000,000 Equity Shares of Rs. 10/- (Ten) each to rank pari passu with the existing equity shares in all respects.

During the financial year the Issued, Subscribed, Called up and Paid up Share Capital of the company has been increased by Rs. 50,000,000/- (Five Crores Only) consisting of 50,00,000 Equity Shares of Rs. 10/-(Ten) each issued for other than cash and by Rs. 2,480,000/- (Twenty Four Lakhs and Eighty Thousand Only) consisting of 2,48,000 Equity Shares of Rs. 10/-(Ten) each fully paid up.

24. Subsidiary Companies, Associate Companies and Joint Ventures

The Company has 1 subsidiary as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiary.

The Company has incorporated subsidiary company having 80% stake in People’s Republic of China under name and style of ARAPL Intelligent Equipment Shanghai Co. Ltd, for marketing of products of the Company. No profits have been repatriated to the company during the year by the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as ‘Annexure B’.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company.

The name of subsidiary company is “ARAPL Intelligent Equipment Shanghai Co. Ltd” registered in the Republic of China.

S. No	Name and address of the Company	CIN/GLN	Holding/ Subsidiary / Associate	% of Shares held	Applicable Section
1	ARAPL Intelligent Equipment Shanghai Co. Ltd	Not Applicable	Subsidiary	80%	2(87)

25. Particulars of Loans and Guarantees given and Investments made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

26. Related Party Transactions

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors.

During the year under report, your Company had not entered into any material transaction with any party who is related to it as per the Act. There were certain transactions entered into by your Company with its foreign subsidiary and other parties who are related within the meaning of Indian Accounting Standard (Ind AS) 24. The Board of Directors confirms that none of the transactions with any of related parties were in conflict with your Company’s interest.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business and are intended to further your Company’s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 and the same forms part of this report as Annexure C’.

27. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases.

28. Corporate Governance

A separate section on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force forms an integral part of this Report as ‘Annexure D’.

Compliance Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations forms part of this Annual Report.

29. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable law for the time being in force based on audited, consolidated financial statements for the Financial Year 2017-18 forms part of this Annual Report Annexure E.

30. Business Responsibility Report

Report on Business Responsibility as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social and governance perspective.

31. Technology absorption and Foreign Exchange Transactions:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products and services. The Company’s operations do not require significant import of technology.

- Foreign Exchange Transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the date of transaction. Exchange differences arising on the foreign exchange transaction settled during the period are recognized in the Profit and Loss Account. Monetary items outstanding on date of Balance sheet have been accounted at exchange rate as on that date and difference has been charged to Profit and Loss account.

32. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

33. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

34. Extract Of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of your Company for the Financial Year ended on March 31, 2018 is provided in Form MGT-9 as ‘Annexure A’ to the Directors’ Report.

35. Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory Auditors of the Company. Significant audit observations and follow up actions thereon are reported to the Board. The Board of Directors reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations.

36. Cost Audit

During the year under review, your company does not fall within the ambit of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no cost auditor was required to be appointed.

37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has an Anti-Sexual Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year under report, your Company did not receive any case of sexual harassment and hence as on March 31, 2018, there were no pending cases of sexual harassment in your Company.

38. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

39. Acknowledgements

The Directors thank the Company’s employees, customers, vendors, investors and others for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the ARAL family.

For and on behalf of Board of Directors of

Affordable Robotic & Automation Limited

Milind Padole

Managing Director

DIN: 02140324

Date: 5^th October 2018

Place: Pune