Your Directors have pleasure in presenting the Annual Report on the business andoperations of the Company together with Audited Statement of Accounts for the yearended on 31st March 2025 with Auditor’s Report thereon.
Financial Highlights
Particulars
2024-2025
2023 - 2024
Revenue from Operations
3,84,872.01
3,03,451.69
Other Income
6,568.80
6,399.54
Total Revenue
3,91,440.81
3,09,851.23
Depreciation
11,488.42
14,981.64
Financial Expenses
2,482.65
2,494.64
Profit before Tax
28,708.40
18,295.12
Tax Expense -
7,235.30
7,776.77
Profit After Tax
21,473.10
10,518.35
The above performance is based on standalone basis. Consolidated figures are notapplicable.
State of Affairs:
Total Revenue of the Company has increased by 26.33%. Net Profit after tax hasincreased by about 104.15%.
The Company is taking all the possible steps to increase the profitability.
Transfer to Reserves (i.e. Other Equity):
The Opening Balance of Security Premium Reserve stands at Rs. 19,360.00Thousands whereas the closing balance of Security Premium Reserve stands at Rs.19,360.00 Thousands.
The Opening Balance of Retained Earnings stands at Rs. 1,61,580.22 Thousands.During the year under review whole of the Profit after tax of Rs. 21,473.10 Thousandshas been transferred to Retained Earnings. The Closing Balance of Retained Earningsstands at Rs. 1,83,053.31 Thousands.
Dividend:
In order to conserve resources, your Directors do not recommended dividend for theyear 2024-25 on Equity Shares of the Company. The Dividend Policy of the companyis available on the website of the Company which can be assessed by clicking thefollowing link:
Chrome-extension:
//efaidnbmnnnibpcajpcglclefindmkaj/http://arveelabs.com/doc/Dividend_Policy.p
df
Details regarding Energy Conservation:
Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directorshereby state as under declare that.
(A) Conservation of energy-
(i) the steps taken or impact onconservation of energy;
Your Company has installed LED Lightswhere necessary. Unnecessary use ofpower is not done.
(ii) the steps taken by the company forutilizing alternate sources of energy;
Nil
(iii) the capital investment on energyconservation equipment;
(B) Technology absorption-
(i) the efforts made towards technologyabsorption;
(ii) the benefits derived like productimprovement, cost reduction, productdevelopment or import substitution;
(iii) in case of imported technology(imported during the last three yearsreckoned from the beginning of thefinancial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fullyabsorbed;
Not Applicable
(d) if not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof;
(iv) the expenditure incurred onResearch and Development
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in termsof actual inflows during the year and
Foreign Exchange transactions are fullycovered with strict limits placed on the
the Foreign Exchange outgo during theyear in terms of actual outflows.
amount of uncovered exposure, if any, atany point in time. There are no materiallysignificant uncovered exchange rate risksin the context of Company’s imports andexports. The Company accounts formark-to-market gains or losses everyquarter end, are in line with therequirements of Ind AS 21.
(Amount in Thousands )
For yearended on31st March,2025
For yearended on31st March,2024
Foreign
Exchange
earnings
62,615.69
63,686.96
ForeignExchangeoutgo - onaccount ofexport salescommission
816.14
1,523.24
outgo - on
account of
imports
(Raw
Material)
75,730.13
68,515.19
Disclosure of Directors Responsibility Statement:
As required u/s 134 (5) of the Companies Act, 2013 the Directors hereby state andconfirm:
i. In the preparation of the annual accounts, the applicableaccounting standards have been followed along with properexplanation relating to material departures, if any.
ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year ason 31/03/2025 and of the profit of the company for that period.
iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and otherirregularities.
iv. The Directors have prepared the annual accounts on a goingconcern basis.
v. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controlsare adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating effectively.
Listing:
The Shares of your Company are listed on Capital Market Segment (Main Board) ofthe National Stock Exchange of India Limited. The Company has paid necessarylisting fees for the year 2024 - 2025.
Details of Material Changes and Commitments, Occurred during the Periodaffecting financial position of the Company:
During the year under review there were no significant and material orders passedby any Regulators or Court or Tribunals which may have impact on the going concernstatus. No order has been passed by any Regulators or Court or Tribunals which mayhave impact on the Company's operation in future. Further there is no materialchange and commitments occurred during the year under review.
Particulars of Loans, Guarantees and Investments under Section 186 of theCompanies Act, 2013:
The Company has not provided any guarantee or provided any Security to any Personfor the loans availed by others.
There are no loans or advances in the nature of loans granted to Promoters, Directors,KMPs and their related parties (as defined under Companies Act, 2013), eitherseverally or jointly with any other person, that are: (a) repayable on demand; or (b)without specifying any terms or period of repayment
The details regarding the Loans and Advances, Investments, if any, are provided inthe Balance Sheet and notes to the Balance Sheet. The loans and advances, if any,provided are for the business purpose.
Particulars of Contracts or Arrangements with Related Parties under Section188 of the Companies Act, 2013:
All contracts / arrangements / transactions, if any, entered by the Company during
the financial year with related parties were in the ordinary course of business and onan arm’s length basis. During the year, the Company has not entered intotransactions with related parties which could be considered material in accordancewith the policy of the Company on materiality of related party transactions. The Policyfor determination of Material Related party transaction is available athttp://arveelabs.com/doc/OTHER POLICIES.pdf
No advance is paid to any related party (other than loans and advances) for enteringany transaction. No Bad Debts of related parties.
Details of transactions with related parties during FY2025 are provided in the notesto the financial statements. There were no transactions requiring disclosure undersection 134(3) (h) of the Act. Hence, the prescribed Form AOC-2 does not form a partof this report.
Disclosure of Companies covered under Section 178 (1) on Directors
appointment and Remuneration including matters referred under Section 178(3) of Companies Act, 2013 and Details of Statement indicating manner inwhich formal annual evaluation made by Board of its Performance and of itsCommittees and individual Directors:
The Company has devised a Policy for Directors; appointment and remunerationincluding criteria for determining qualifications, performance evaluation and othermatters of Independent Directors, Board, Committees and other individual Directorswhich include criteria for performance evaluation of both non-executive directors andexecutive directors.
The Company's Nomination & Remuneration policy which includes the Director'sappointment & remuneration and criteria for determining qualifications, positiveattributes, independence of the Director & other matters is available on the websiteof the Company at the link http://arveelabs.com/doc/OTHER POLICIES.pdf
Declaration by Independent Directors:
The Independent Directors of the Company namely Sachin Kanwarlal Kansal, Mrs.Shalini Hitesh Jalan and Mrs. Neetu Rishi Jalan have confirmed to the Board thatthey meet the criteria of independence as specified under Section 149 (6) of theCompanies Act, 2013 and they qualify to be independent directors. They have alsoconfirmed that they meet the requirements of independent directors as specified inthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the independent directors possess requisite qualification,competence and expertise.
Share Capital:
During the year under review no changes in Share Capital of the Company.
Issue of Equity Shares with Differential Rights:
Details required to be stated as per Rule 4 (4) of Companies (Share Capital andDebenture Rules) 2014 is not applicable.
Disclosure regarding Employee Stock Options:
Details required to be given as stated in Rule 12 (19) Companies (Share Capital andDebenture Rules) 2014 is not applicable.
Disclosure regarding Sweat Equity Shares:
Details required to be given as stated in Rule 8 (13) Companies (Share Capital andDebenture Rules) 2014 is not applicable.
Auditors and Audit Report:
M/s. Nirav Patel & Associates, Chartered Accountant continues to hold office asStatutory Auditor of the Company.
There is no qualification or adverse remarks made by the auditors in their report.Internal Audit:
Your Company has appointed M/s. Keval Ponkiya & Associates, CharteredAccountants as internal auditors.
Cost Audit and Cost Records:
The Company has maintained adequate Cost records required to be maintained interms of the Companies Act, 2013. Cost Audit provisions are not applicable to theCompany till year ended 31st March, 2025.
Disclosure of Risk Management Policy:
The Company has a structured risk management policy. The Risk managementprocess is designed to safeguard the organization from various risks throughadequate and timely actions. It is designed to anticipate, evaluate and mitigate risksin order to minimize its impact on the business. The potential risks are inventoriedand integrated with the management process such that they receive the necessaryconsideration during decision making.
SECRETARIAL AUDIT
The Company has obtained a Secretarial Audit Report M/s. Jalan Alkesh &Associates, Company Secretary in Practice to conduct the secretarial audit for thefinancial year 2024-25. Secretarial Audit is attached and marked as Annexure I.
The Secretarial Audit Report contains the following qualification:
The Company has not filed the Cost Report in time and accordingly thecompany has received a notice for the same, however subsequently the samewas filed vide SRN: N30325203 dated 19th April, 2025
The reply of the Board of Directors for the above qualification is as under:
The delay was unintentional and due to oversight. In future the Company will bemore vigilant for the compliance.
In addition to the above, pursuant to regulation 24A (2) of the Listing Regulations,2015, a secretarial compliance report for the financial year 2024-25 has been issuedby Alkesh Jalan, (Company Secretary in Practice) and the same will be submitted tothe stock exchanges within the given timeframe. The report is also available on thewebsite of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers in any ofthe aforesaid reports.
Board Meetings:
During the year under review, 6 (Six) Board meetings were held. The dates of Boardmeetings and attendance details is as under:
Sr.
No.
Date ofBoardMeeting
No. ofDirectorsentitled toattend
No. of
Directors whohave attendedthe meeting
Name of the Director whoAttended
1
17th May,2024
5
1. Mr. Shalin Sudharkbhai Patel
2. Mr. Shalin Bharat Chokshi
3. Mr. Sachin Kansal
4. Mrs. Neetu Rishi Jalan
5. Mrs. Shalini Hitesh Jalan
2
24th June,2024
3
13th
August,
2024
6
3. Mr. Parveen Kumar Mishra
4. Mr. Sachin Kansal
5. Mrs. Neetu Rishi Jalan
6. Mrs. Shalini Hitesh Jalan
4
14th
November,
12th
February,
2025
In respect of the above board meetings adequate notice was given to all the Directorstogether with the agenda. The gap between two Board meetings does not exceed 120days.
Independent Director’s Meeting
In compliance with schedule IV to the Act and regulation 25(3) of the ListingRegulations, 2015, the independent directors held their separate meeting on 18March 2025, without the attendance of non-independent directors and members ofManagement.
All independent directors were present at the meeting.
The independent directors present elected Mr. Sachin Kanwarlal Kansal aschairperson for the meeting.
The independent directors, inter alia, discussed on changes in the Board, report ofperformance evaluation of Board, its Committees and Chairman and reviewed theperformance of non-independent directors and the Board as a whole and also theperformance of Chairman of the Company taking into account the views of executivedirectors and non-executive directors, assessment of quality, quantity and timelinessof flow of information between the Company’s Management and the Board, etc. andprovided their views and expressed satisfaction on each of the matters.
In addition, the independent directors had a separate meeting with seniormanagement personnel to deliberate on various matters concerning the Company’sbusiness.
Corporate Governance:
Corporate Governance forms part and parcel of the Directors Report. The report onCorporate Governance is provided in Annexure II.
Management Discussion and Analysis Report:
Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is attached herewith and marked as Annexure III.
Certificate on Corporate Governance Report:
A Certificate by Practicing Company Secretary for Corporate Governance Report isenclosed herewith and marked as Annexure IV.
Code of Conduct:
The Board of Directors has already adopted the Code of Ethics and Business Conductfor the Directors and Senior Management personnel. This code is a comprehensivecode applicable to all Directors, Executive as well as Non - executive and members ofthe Senior Management. The Code has been circulated to all the members of theBoard and Senior Management Personnel and compliance of the same has beenaffirmed by them.
A declaration given by the Managing Director is given below:
The Company has obtained from all the members of the Board and SeniorManagement Personnel of the Company, affirmation that they have complied with theCode of Ethics and Business Conduct framed for Directors and Senior ManagementPersonnel in respect of the financial year 2024-2025.”
The company has adopted a Code of Conduct for Prevention of Insider Trading witha view to regulate trading in securities by the Directors and designated employees ofthe Company and can be accessed at www.arveelabs.com
Voluntary Revision of Financial Statements / Board Report:
There was no voluntary revision of financial statements or Board Report during thefinancial year.
Dematerialization of Shares:
100% Equity Shares of the Company are in Demat form.
Policies:
Various policies required under the provision of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted anduploaded on the website of the Company namely www.arveelabs.com
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETINGS:
During the year under review, the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1)and General Meetings (SS-2) issued by The Institute of Company Secretaries of India(ICSI).
Corporate Social Responsibility:
Stakeholders are further informed that during the year 2024-2025 your Company donot fall under the Criteria of Section 135 of the Companies Act, 2013.
Business Responsibility and Sustainability Report:
Since your Company does not fall in the criteria of top 1000 listed entity based onmarket capitalization at the end of the year and therefore the provisions of BusinessResponsibility and Sustainability Report is not applicable to the Company.
Investor Education and Protection Fund:
No amount was required to be transferred to Investor Education and Protection Fund.Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:a) Disclosure of financial Summary / Highlights:
b) Disclosure of Change in Nature of Business:
The Company is engaged in Chemicals. There is no change in nature ofCompany business.
c) Details of Directors / Key Managerial Personnel Appointed / Resigned:Appointment:
Mr. Praveen Kumar Rameshchandra Mishra was appointed as an Additional Director
on 24th June, 2024 and thereafter the members of the Company have approved hisappointment in annual general meeting held on 28th September, 2024.
Re-Appointment:
Mr. Shalin Chokshi was re-appointed as a Director liable to retire by rotation on 28thSeptember, 2024.
Cessation:
During the year under review there is no cessation of any Director or Key ManagerialPersonnel in the Company.
The 1st term of office of Mrs. Neetu Jalan as an Independent Director will end on 11thFebruary, 2026. It is proposed to reappoint Mrs. Neetu Jalan as an IndependentDirector for another term of five years with effect from 12th February, 2026. Otherindependent Directors have not completed term of five years.
In terms of the provisions of rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014,the Board opines that the Independent directors so appointed/re-appointed holdhighest standards of integrity and possess necessary expertise and experience.
d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:
The Company has no subsidiary companies / joint ventures / associate companieseither at the beginning of the year or at the end of year or at any time during the year.
e) Details regarding Deposit covered under Chapter V of the Companies Act,2013.
The Company has not invited any deposit other than the exempted deposit asprescribed under the provision of the Companies Act, 2013 and the rules framedthere under, as amended from time to time. Hence there are no particulars to reportabout the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules,2014.
f) Details of Deposit which are not in compliance with requirements ofChapter V of the Act.
g) Details of Significant and Material Orders passed by Regulators or Courtsor Tribunals.
During the year under review there were no significant and material orders passedby any Regulators or Court or Tribunals which may have impact on the going concernstatus. No order has been passed by any Regulators or Court or Tribunals which may
have impact on the Company's operation in future. Further there is no materialchange and commitments occurred during the year under review.
h) Internal financial Controls:
The Company has identified and documented all key internal financial controls,which impact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controls,affecting the financial statements are adequate and are operating effectively.
Extract of Annual Return:
Extract of Annual return pursuant to Section 92 of the Companies Act, 2013 for theyear ended on 31st March, 2025 is available on the website of the Company i.e.www.arveelabs.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-harassment policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013. Internal Complaint Committee are set up at shop floor level toredress complaints received regularly and are monitored by women line supervisorswho directly report to the Chairman. All employees (permanent, contractual,temporary, trainees) are covered under the policy. There was no compliant receivedfrom any employee during the financial year 2024-25 and hence no complaint isoutstanding as on 31.03.2025 for redressal.
Particulars of Employees:
The Particulars of Employees required to be given pursuant to Section 197 of theCompanies Act 2013 is provided in Annexure V.
Non Disqualification of Directors:
A Certificate obtained from Practicing Company Secretary regarding non¬disqualification of Directors of the Company is annexed and marked as Annexure VI.
Details of application made or any proceeding pending under the Insolvencyand Bankruptcy Code, 2016 (31 of 2016) during the year along with their status:
No Application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the year.
Details of difference between of amount of valuation done at the time of onetime settlement and the valuation done while undertaking loan from the bank
of FI, along with reasons thereof: Not ApplicableMaternity Benefit
The company has provided necessary maternity benefit to female employees inaccordance with The Maternity Benefit Act 1961.
The Company has adopted various policies as required under the provisions of theCompanies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015
Related Party Policy
http://arveelabs.com/doc/RELATED PARTY TRANSACTION
POLICY.pdf
Vigil Mechanism
http://arveelabs.com/doc/VIGIL MECHANISM.pdf
Corporate Social
http://arveelabs.com/doc/CORPORATE%20SOCIAL%20RES
Responsibility Policy
PONSIBILITY%20POLICY.pdf
Policy on Material
http://arveelabs.com/doc/DETERMINATION%20OF%20MAT
events
ERIALITY%20OF%20EVENTS.pdf
Nomination and
http://arveelabs.com/doc/OTHER POLICIES.pdf
Remuneration
Policy
Furthermore other policies can be accessed from the website of the Company at thewebpage link: http://arveelabs.com/CodeOfConduct.aspx
Acknowledgement
Your Directors express their gratitude for the continued support, co-operation, andassistance received by the Company from various Central and State GovernmentDepartment, Bankers and valued customers of the company.
FOR & ON BEHALF OF THE BOARD OFARVEE LABORATORIES (INDIA) LIMITED
Place: AhmedabadDated: 12th August, 2025
Sd/-
CHAIRMAN CUM MANAGING DIRECTORShalin Sudharkarbhai Patel(DIN: 01779902)