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)

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.

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.

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