The Directors present this Integrated Annual Report of Airan Limited ("the Company" or "AIRAN") along with the auditedfinancial statements for the financial year ("FY") ended March 31, 2025.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL YEAR 2024-25 AT GLANCE:
Financial Highlights:
The Company's financial performance (standalone and consolidated) for the year ended on March 31, 2025 is summarizedbelow:
(? in lakhs)
Particulars
Standalone
Consolidated
Year ended
March 31, 2025
March 31, 2024
Revenue from operations
9407.52
9227.89
10649.84
10549.66
Other Income
1029.51
231.60
1113.21
305.22
Total Income
10437.03
9459.49
11763.05
10854.88
Operating expenditure before Finance cost,depreciation and amortization
7856.99
7590.57
8840.21
8591.28
Earnings before Finance cost,depreciation and amortization (EBITDA)
2580.04
1868.92
2922.84
2263.30
Less: Finance costs
2.23
20.58
8.44
30.70
Depreciation and amortization expense
429.06
376.41
542.87
545.77
Profit before tax
2148.75
1471.93
2371.53
1687.13
Less: Tax expense
468.14
338.36
494.97
398.17
Add:Total Other Comprehensive income
(7.94)
(25.08)
(19.54)
(25.56)
Profit for the year (PAT)
1672.67
1108.49
1857.02
1263.40
Year at a Glance
Financial Performance - Standalone Basis
During the year under review, the total income of the Company for the year ended March 31, 2025 was Rs. 10437.03 Lakh asagainst the total income of Rs. 9459.49 Lakh for the previous year ended March 31, 2024. The Total Income of the company wasincreased by 10.33% over previous year.
The Company has earned a Net Profit after Tax of Rs.1672.67 Lakh for the year under review as compared to Net Profit of Rs.1108.49 Lakh in the previous year. The profit of the Company increased about 50.90% as compared to previous financial year.
The total income of the Company for the year ended March 31, 2025 was Rs. 11763.05 Lakh as against the total income of Rs.10854.88 Lakh for the previous year ended March 31, 2024. The Total Income of the company was increased by 8.37 % overprevious year.
The Company has earned a Net Profit after Tax of Rs. 1857.02 Lakh for the year under review as compared to Net Profit of Rs.1263.40 Lakh in the previous year. The profit of the Company increased about 46.98 % as compared to previous financial year.
The Consolidated financial statements of the Company for the financial year 2024-25 are prepared in compliance withapplicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this AnnualReport
With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividendfor the Financial Year 2024-25 (Previous Year Nil).
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaidfor a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Educationand Protection Fund (IEPF).
During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has beencarried to the balance sheet of the Company.
Change in Nature of Business
During the year, your Company has not changed its business or object and continues to be in the same line of business as permain object of the Company.
During the year under review, there is no change of registered office of the Company. The Registered Office of the Company issituated at 408, Kirtiman Complex, B/h. Rembrandt, C. G. Road, Ahmedabad-380 006.
Authorized Capital
The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty-Six Crores Only) divided into13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.
Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore FortyThousand Only) divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each.
The entire Paid-up Equity shares of the Company are listed at BSE Limited & National Stock Exchange of India Limited.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELConstitution of Board
As on March 31,2025, the Board of Directors of the Company comprised the following members:
Name of Director
Designation
Mr. Sandeepkumar Vishwanath Agrawal
Chairman & Managing Director
Mrs. Poonam Sandeepkumar Agrawal
Executive Director
Mr. Abhishek Sandeepkumar Agrawal
Non-Executive Director
Mr. Manish Chidambaram Iyer
Independent Director
Ms. Bhoomika Aditya Gupta
Mr. Siddharth Sampatji Dugar
Mr. Ajit Gyanchand Jain
The Board comprises a balanced mix of two Executive Directors, one Non-Executive Non-Independent Director, and fourIndependent Directors, bringing diversity in experience and expertise.
In the opinion of the Board, all Independent Directors meet the criteria of independence as specified under the CompaniesAct, 2013 and the SEBI (LODR) Regulations, 2015. They possess the requisite qualifications, expertise, and integrity, inaccordance with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
A detailed matrix of key skills, expertise, and core competencies of the Board, including that of the Independent Directors, isprovided on page no. 33 of this Annual Report.
Further disclosures regarding Board composition and related matters are provided in the Corporate Governance Reportforming part of this Annual Report.
Appointment/Re-appointment:
The Board of Directors, at its meeting held on August 31, 2024, based on the recommendation of the Nomination andRemuneration Committee and pursuant to a request from Mr. Ajit Gyanchand Jain (DIN: 07827804), approved his re¬appointment as an Independent Director for a second term of five (5) years. The said re-appointment was duly approved bythe Members at the 29th Annual General Meeting held on September 28, 2024, conducted through Video Conferencing(VC) / Other Audio-Visual Means (OAVM).
Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of theCompany, Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943), Director, retired by rotation at the 29th AnnualGeneral Meeting and, being eligible, offered himself for re-appointment. Based on the recommendation of theNomination and Remuneration Committee, the Board of Directors recommended his re-appointment, which wasapproved by the Members.
There was no cessation of directorship during the financial year under review. No director resigned from the Boardduring FY 2024-25.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act, 2013.
Board Meeting
The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As perstatutory requirements, Board meetings are held at least once every quarter to review the financial and operationalperformance of the Company. Additional meetings are convened as and when necessary. The meetings are held either at theregistered office of the Company or through audio-visual means in compliance with applicable laws.
During the year under review, Board of Directors of the met 5 (Five) times, viz 28* May, 2024, 14* August, 2024, 31" August,2024, 14* November, 2024 and 14* February, 2025.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report onCorporate Governance.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company hasfour Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four IndependentDirectors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made thereunder and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors washeld on 31" March, 2025 to review the performance of Non-Independent Directors and Board as whole and performance ofChairperson of the Company including assessment of quality, quantity and timeliness of flow of information betweenCompany management and Board that is necessary for the board of directors to effectively and reasonably perform theirduties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated onthe website of the Company at https://airanlimited.com/docs/Terms%20and%20Conditions%20of%20ID.pdf
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of CompaniesAct, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions ofCompanies Act, 2013 for financial year 2024-2025. The Board of Directors of the Company has taken on record the saiddeclarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity ofthe same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of theManagement. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of theCompanies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank ofIndependent Directors maintained by the Indian Institute of Corporate Affairs.
None of Independent Directors have resigned during the year.
Familiarization Program for Independent Directors:
The Company conducts a structured Familiarization Programme to equip Independent Directors with the knowledge of theirroles, responsibilities, and rights. The programme also includes an overview of the Company's operations, business model,industry landscape, and key policies.
Independent Directors are regularly updated through presentations and discussions at Board meetings covering strategy,operations, finance, regulatory updates, and industry developments, particularly relevant to the agricultural and technologysectors.
Details of the familiarization programmes imparted to Independent Directors are available on the Company's website at:
https://airanlimited.com/docs2023/Familiarization%20Programmes%20of%20ID%20(2).pdf
During the year under review, there were following changes in the Directorship of the Company.
i. Change in Designation of Director
The Board of Directors of the Company has, in their Board Meeting held on August 31, 2024, On Recommendation ofNomination and Remuneration Committee and on Request of Mr. Ajit Gyanchand Jain, approved reappointment of Mr.Ajit Gyanchand Jain (DIN:- 07827804) as an Independent Director for a second term of 5 years and the same has alsobeen approved by the Members of the Company at their Annual General Meeting held on September 28, 2024, throughVideo Conferencing ("VC") / Other Audio-Visual Means ("OAVM")
ii. Resignation of Independent Director
There was no resignation of any Independent Director during the financial year under review.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. AbhishekSandeepkumar Agrawal (DIN: 07613943), Non Executive Director of the Company retires by rotation at the ensuing annualgeneral meeting. he, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board ofDirectors recommends his re-appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re¬appointment as Director is annexed to the Notice convening the 30th annual general meeting.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons were designated as KeyManagerial Personnel of the Company during the year under review:
• Mr. Sandeepkumar Vishwanath Agrawal - Chairman & Managing Director
• Mr. Krunal Ashokkumar Jethva - Chief Financial Officer
• Mrs. Stuti Kinariwala - Company Secretary and Compliance Officer
As on the date of this report, there has been no change in the Key Managerial Personnel of the Company.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individualdirectors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteriasuch as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on thebasis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a wholeand Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.
The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of theindividual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful andconstructive contribution and inputs in meetings, etc.
At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of theBoard, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors wasdone by the entire Board.
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,confirm that:
a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have beenfollowed and that no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 thefinancial year and of the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such InternalFinancial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are givenhereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report onCorporate Governance annexed to this Report.
The details pertaining to the composition of the Audit Committee are included in the Corporate GovernanceReport, which is a part of this report.
Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour,actual or suspected fraud or violation of the Company's Code of Conduct or ethic policy. The said mechanism also providesfor adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanismhas been disclosed in the Board's Report. Further, the Policy on Vigil Mechanism is available on the website of the Company athttps://airanlimited.com/docs/whistle-blower-policy%20(1).pdf
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables theCompany to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of humanresources consistent with the goals of the Company. The Company pays remuneration by way of salary to its ExecutiveDirectors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committeewithin the salary scale approved by the members and are effective from April 1, of each year.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financialstatements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure - B.
The statement also provides details of performance and financial position of each of the subsidiaries. Audited financialstatements together with related information and other reports of each of the subsidiary companies have also been placed onthe website of the Company at https://airanlimited.com/
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) ofCompanies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with therelevant accounting standards have been prepared which forms part of the Annual Report.
Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of theCompanies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by theCompany as on March 31, 2025.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statement for the year ended on March 31, 2025.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on theCompany's website at https://airanlimited.com/docs2023/MGT-7%20Airan%2031032025.pdf
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company forFY 2025 and hence, does not form part of this report.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policyon Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by theBoard is uploaded on the Company's website and can be accessed at the Web-linkhttps://airanlimited.com/docs/Policy%20on%20Related%20Party%20Transactions.pdf Policy intends to ensure thatproper reporting, approval and disclosure processes are in place for all transactions between the Company and RelatedParties.
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize theimpact of such risks on the operations of the Company. Necessary internal control systems are also put in place by theCompany on various activities across the board to ensure that business operations are directed towards attaining the statedorganizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these controlmeasures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan,which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conductof internal audit is oriented towards the review of internal controls and risks in its operations.
M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of theCompany have audited the financial statements included in this annual report and has issued an report annexed as anAnnexure C to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 ofCompanies Act, 2013).
The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors andstatutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. Theaudit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy ofinternal control systems and keeps the board of directors informed of its major- observations periodically. Based on itsevaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31st March, 2025,our internal financial controls were adequate and operating effectively.
No material changes and commitment have occurred that would affect financial position of the company from end of thefinancial year of the company to which financial statements relate and the date of the director's report.
There are no material changes and commitments, affecting the financial position of the Company, have occurred between theends of financial year of the Company i.e. 31s* March, 2025 to the date of this Report.
The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of theCompanies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is annexed to this Report as Annexure - D.
In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy ofthe same may write to Company Secretary.
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-SexualHarassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplacesof the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutralapproach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. TheCompany has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2024-2025, the Company has received Nil complaints on sexual harassment, out of which Nilcomplaints have been disposed off and Nil complaints remained pending as of March 31, 2025.
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impactand risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and takingadvance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. Adetailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the
manner whereby optimum utilisation and maximum possible savings of energy is achieved.
ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.
iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in
energy consumption.
B. Technology absorption -
i. ) The effort made towards technology absorption: Not Applicable.
ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:
Not Applicable
iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.
iv. ) The expenditure incurred on Research and Development: Nil
i. ) Details of Foreign Exchange Earnings: 97.89 lacs
ii. ) Details of Foreign Exchange Expenditure: 1.98 lacsCorporate Social Responsibility
Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to bespent towards Corporate Social Responsibility. As at March 31, 2025, the CSR Committee comprised Mrs. Poonam Agrawal(Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Mr. SiddharthSampatji Dugar (Non-Executive Independent Director) as Members of the Committee.
The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
During the year under review, CSR Committee met 2 (Two) times on 28* May, 2024 and 1st March, 2025. The meetings were heldto review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities.
The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf Annual Report on CSRactivities in prescribed format is annexed as an Annexure - E.
Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificateof the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed tothe Board's Report as Annexure - F.
Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this AnnualReport as Annexure G.
M/s. Deora Maheshwari & Co., Chartered Accountants, Surat (FRN: 123009W) were appointed as Statutory Auditors of yourCompany at the 27th Annual General Meeting held on September 24, 2022, for a term of Four consecutive years.
The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been noqualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S SMJ & Associates(FRN: 137347W). as anInternal Auditor of the Company for the FY 2024-25.
Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of theCompany and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31,2025, is Rs.4,94,000/-plus GST.
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.MAINTENANCE OF COST RECORD
Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.APPOINTMENT OF SECRETARIAL AUDITORS
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companyproposes to appoint M/s. SCS and CO. LLP, a peer reviewed firm (Firm Registration Number L2020GJ008700)., CompanySecretaries a firm of Company Secretaries in Practice, Peer review No. 5333/2023) as the Secretarial Auditors of the Companyto hold office for a period of 5 (Five) consecutive years to hold office from Financial Year 2025-26 upto Financial Year 2029-30,on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board ofDirectors of the Company and the Secretarial Auditors from time to time.
The Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretary, to conduct the secretarial audit of theCompany for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. SCS & Co. LLP, inrelation to compliance of all applicable SEBI Regulations / Circulars/Guidelines issued thereunder, pursuant to requirementof Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as anAnnexure - H.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'GeneralMeetings', respectively, have been duly complied by your Company.
The assets of your Company have been adequately insured.
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 whichmaterially impact the business of the Company.
Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
No such incidence took place during the year.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securitiesby the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.
The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies andprocedures to aid and improve the living standards of its employees, and to keep them motivated and involved with thelarger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees'grievances in a timely manner, and provides avenues to its employees for their all-round development on professional andpersonal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namelyhttps://airanlimited.com containing basic information about the Company. The website of the Company is also containinginformation like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Companywho are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Actand Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to theextent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these items during the year under review or theyare not applicable to the Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees under any scheme including Employee Stock OptionScheme (ESOS).
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company's operations in future;
Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at alllevels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from itssuppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looksupon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavourto build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other,consistent with consumer interests.
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and RegulatoryAuthorities and Stock Exchanges, for their continued support.
Registered office: For and on behalf of Board of Directors
408, Kirtiman Complex, B/h. Rembrandt Building, Airan Limited
C. G. Road, Ahmedabad, Gujarat-380006. CIN: L74140GJ1995PLC025519
Place : Ahmedabad Executive Director Chairman and Managing Director
DIN 01712128 DIN 02566480