Arcee Industries Ltd

Dear Members,

Your directors have pleased to present ‘32^nd ANNUAL REPORT' and the Audited Financial Statement for the financial year ended 31^st March, 2024.

(Rs. in Lacs)

During the year under review your company achieved a Revenue from operations of Rs. 124.11 Lacs and Net Loss of Rs. (72.51) Lacs as compare to previous year Revenue from Operation of Rs. 2136.12 Lacs and Net Loss of Rs. (121.22) Lacs. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The Revenue from operations of the Company constitutes of:-

The Turnover of the PVC Pipe segment is Rs. 15.55 Lacs.

The Turnover of the Steel Pipe segment is Rs. 108.56 Lacs.

The Board does not recommend any dividend for the financial year ended 31^st March, 2024.

Your Directors have not recommended any amount to transfer to general reserve.

The paid up Equity Share Capital as on March 31, 2024 was Rs.5,13,87,770/-. During the year under review the company has not issued any shares or any convertible instruments.

No any credit facilities have been availed by the company.

There was no change in nature of business during the year under review.

On 22^nd May, 2023, Company has cancelled the Lease of Land, Building and Machinery with Arcee Ispat Udyog Private Limited.

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure - 1 to the Board's report.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable.

Our underlying belief is that Human Resource Development today is about nurturing human resources and leveraging human capital towards the achievement of business goals. The Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce.

The Company has laid down procedures to inform Board members about the risk assessment and minimization Procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for Identification of elements of risks and procedures for reporting the same to the Board.

The Company has a Vigil Mechanism &Whistle Blower Policy to report genuine concerns or grievances. The

Vigil Mechanism & Whistle Blower Policy has been posted on the Company's website at http://www.arceeindustries.in/.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shruti Gupta (DIN - 01742368) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

On 28^th March, 2024, the members regularized the appointment of Mr. Gopi Chand Verma (DIN: 10511183) as an Independent Director of the Company w.e.f. 22^nd February, 2024 through Postal Ballot.

Mr. Pankaj Agarwal (DIN: 00020220), Independent Director of the Company completed his present (second) term on 31^st March, 2024. Mr. Pankaj Agarwal was also the Chairperson of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Board, consequent to his term completion, also ceased to be a member of these Committees.

The Board of Directors of the Company records its deep appreciation for contribution and guidance provided by Mr. Pankaj Agarwal during his noteworthy association with the Company for more than a decade.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

During the year Five Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, were adhered to while considering the time gap between two meetings.

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Pankaj Agarwal (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

On 31.03.2024 Tenure (Second term) of Mr. Pankaj Agarwal is completed and consequent to his term completion, also ceased to be a member of this Committee.

After his term completion, Mr. Gopi Chand Verma (DIN - 10511183), Independent Director of the Company appointed as Chairman of Audit Committee w.e.f. 01.04.2024.

Now the Audit Committee is as follows,

The Nomination and Remuneration Committee consists of three Directors, out of which two are the Independent Directors, namely Mr. Pankaj Agarwal (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

On 31.03.2024 Tenure (Second term) of Mr. Pankaj Agarwal is completed and consequent to his term completion, also ceased to be a member of this Committee.

After his term completion, Mr. Gopi Chand Verma (DIN - 10511183), Independent Director of the Company appointed as Chairman of Nomination and Remuneration Committee w.e.f. 01.04.2024.

Now the Nomination and Remuneration Committee is as follows,

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All related party transactions that were entered into during the financial year under review were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Company's website, http://www.arceeindustries.in/financial-statement/66b6079ede0e382334c0260d. None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company

The details of related party transactions required under section 134(3)(h) read with rule 8 of the Companies (Accounts) Rules, 2014, is given in form AOC2 and the same is enclosed as Annexure- 2.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and date of this report.

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at http://www.arceeindustries.in/financial-statement/66b6079ede0e382334c0260a

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

M/s. Akanksha Chug & Associates, Chartered Accountants (Firm Registration No. 017327N), were appointed as Statutory Auditor of the Company at 28^th Annual General Meeting held on September 29, 2020 to hold office till the conclusion of the 33^rd Annual General Meeting.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Ms. Anju Jain, the Practicing Company Secretary was appointed by the Board as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit Report for financial year 2023-2024 forms part of the Annual Report as Annexure-3 to the Board's report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2024-2025 also.

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Ram Sharma and Company was appointed by the Board of Directors to conduct internal audit for the financial year 2024-25.

AUDITORS OBSERVATIONS

The auditor's observations being self-explanatory, have been duly explained in the notes to the accounts.

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

A Corporate Governance Report is annexed separately as a part of this report together with a certificate from the auditors of the company regarding compliance with the conditions of corporate governance.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)

Rules, 2014, is annexed herewith as "Annexure - 4".

There was no such employee of the Company who is covered under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 to this Report.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

As on 31st March, 2024, your Company has three Associates namely (i) Kruti Pipes Limited (Formerly known as APL Fincap Limited), (ii) Arcee Ispat Udyog Private Limited; and (iii) Alexis Marketing LLP. There has been no material change in the nature of the business of the Associates Companies except Kruti Pipes Limited.

Kruti Pipes Limited changed object from NBFC to Manufacturing activities.

There are no Subsidiaries and Joint Venture of the Company.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company takes all necessary measures to ensure a harassment-free workplace and has instituted a system for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment.

Industrial relations continued to be cordial during the year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. The Company has not constituted Employees' Stock Option Scheme (ESOS) and not issued any share to its employees under the said Scheme or any other scheme (including sweat equity shares) during the financial year.

3. Company does not have any subsidiary.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable cooperation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.