Your Directors are pleased to present this Thirty Sixth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March. 2025.
FINANCIAL RESULTS
As per the notification issued by the Ministry of Corporate Affairs dated IS"1 February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted "Ind AS" with effect from 1s' April, 2017. Accordingly, the Financial Statement for the year 2024-25 has been prepared in compliance witn the companies (Indian Accounting standard) Rules, 2015.
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Financial Performance
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(Amount in Rupees in Lakhs)
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31 03 2025
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31 03 2024
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Revenue from operations
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5114.11
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5101.08
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Profit before Depreciation
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889.15
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917.94
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Less: Finance Cost
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109.40
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132.77
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Depreciation & Amortisation Expenses
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413.13
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415.86
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protlt betore Tax
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366.62
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369.31
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Tax Expenses- Current Taxation
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120.25
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62.00
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Deferred Tax
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(17.04)
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52.98
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Add/(Less):
(Excess)/Short Provision of tax of earlier years Profit/(Loss) for the year
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263.41
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254.33
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Other comprehensive Income
Items that will not be reclassified to profit or loss
Gain/(Loss) on measurement of Equity Share instruments at fair value
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0.00
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0.00
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Income tax impact on above
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0.00
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0.00
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Other comprehensive Income for the year
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0.00
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0.00
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Total comprehensive lncome/(Loss) for the year
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263.41
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254.33
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OPERATIONS
The revenue trom operations (net) stood at Rs.5114.11 lakhs, i.e. an increase of 0.25% over the previous year s revenue. The Company continued to explore overseas market opportunities and has been able to achieve exports amounting to Rs. 95.36 lakhs, i.e. increase of 187 49% over the previous year s exports There was heavy fluctuation in foreign exchange rates resulting into net gain of Rs.1.85 lakhs. The bad debts amounting to Rs. 1.54 lacs were written off during the year as against bad debts of Rs. NIL written off during the previous year. The raw material prices, fuel charges, finance cost and other overheads were continued to increase during the year.
The Company has made a profit of Rs.263.41 lakhs as against profit of Rs 254.33 lakhs made alter taxes during the previous year. Your Directors continue to explore further growth opportunities.
DIVIDEND
Your Directors do not recommend dividend for the year under review in view to conserve resources and financing activities on hand. Your Directors also do not propose any amount to carry to the general reserves.
FINANCE
Your Company continued to avail financial assistance from its Bankers to finance its present and/or proposed projects on hand.
PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of the provisions of Section 2(31) and 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
INSURANCE
All the assets of the Company including buildings, plant and machineries and stocks are adequately insured.
DIRECTORS/REAPPOINTMENT OF KMPs
(1) Shri Neel D Bilgi (DIN 00096180), Director and (2) Shri Chirag D Bilgi (DIN 02094970), Directors of the Company are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointments. The Board hereby re-commends their re-appointments.
Tenure of Shri Dinesh Apparao Bilgi (DIN00096099), Managing Director cum Chief Financial Officer of the Company, Shri Neel Dinesh Bilgi (DIN00096180) and Shri Chirag Dinesh Bilgi (DIN02094970)is to expire on 31st July, 2026. The Nomination & Remuneration Committee and the Board of Directors, in their meetings held on 13th August, 2025, considered the contribution and devotion of time with valuable and effective participation by all the key managerial personnel in their respective areas for the growth of the Company and; recommended/approved their re-appointments, respectively, subject however, to the approvals by the members of the Company in their ensuing Annual General Meeting. The Board hereby re-commends their re-appointments.
Shri Vasant RShah (DIN:00371634) resigned as Director of the Company w.e.f. 17”'June, 2024, close of business hours, due to health issues The tenure of Shri Balkrishna I Makwana (DIN: 00287931) and Smt. Harsha H Parikh (DIN: 06931405) ended on 11*’ September, 2024, respectively.
Shri Manoj Uttam Shah (DIN:00371917) has been appointed as Non-Executive Non-Independent Director w.e.f. 1st September, 2024. Shri Sunil B Shah (DIN:02107662) has been appointed as Non-Executive Independent Director w.e.f. 1st September, 2024 and Smt. Rekha Agrawal (DIN:10687675) has been appointed as Non-Executive Independent Woman Director w e.f. 1sl September, 2024.
BOARD AND COMMITTEE MEETINGS
During the year under review, four meetings of the Board were held. The details of the Board and Committee meetings are provided in the Corporate Governance Report forming part of this report.
The details of Audit Committee and the Stakeholders Grievance Committee are provided in the Corporate Governance Report forming part of this report. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an approximate mix of abilities, expertise, experience and diversity to serve the interest of the shareholders of the Company. The Policy ensures that (1) the level and composition of remuneration is reasonable and sufficent to attract, retain and motivate directors of the quality required to run the Company, (2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks and (3) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company.
INDEPENDENT DIRECTORS
As per the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have confirmed and declared that they are not disqualified to act as independent directors and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
One separate meeting of the Independent Directors was held on 6*1 January, 2025. The Independent Directors actively participated and provided guidance to the Company. The Independent Directors reviewed the performance of the non-independent Directors and the Board as a whole.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SHARE CAPITAL OF THE COMPANY
There is no change in the share capital of the Company for the year except for the following:
Buyback of Equity Shares: The Board of Directors ("the Board") at its meeting held on 06.08.2024 subject to approval of members and the members at their extra-ordinary general meeting held on 04.09.2024 passed special resolution to buyback 3,60,000 (Three Lac Sixty Thousand) Equity Shares of Rs. 10/-Rupees Ten Only) each fully paid-up at a price of Rs. 195/-(Rupees One Hundred N inety-Five Only), for an aggregate amount of Rs. 702.00 lacs excluding transaction cost, representing 9.09% and 22.45% which is not exceeding 25% of the total number of equity shares in the total paid up equity capital of the company (pre-buyback) and aggregate of tne paid-up snare capital and free reserves of tne company based on tne audited financial statements of tne Company for the financial year ended on March 31, 2024 as per the provisions of the Companies Act, 2013 ( the Act') and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 ( the Buyback Regulations') from the members of the Company (including the promoters of the Company), on a proportionate basis under the tender offer route in accordance with the provisions of the Buyback Regulations and the Act and Rules made thereunder Pursuant to and in compliance with the provisions of Section 68 of the Act read with Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 and the Buyback Regulations, the amount of buyback was distributed to the members on 26 09.2024 and the corresponding equity shares were extinguished on 07.10.2024. The paid-up share capital of the Company was Rs 3,95,87,000/- before the buyback and has reduced to Rs 3,59,87,000/-afterthe buyback. Pursuanttothe buyback, the promoters' shareholding has been reduced from 70.53% to 70.48% of the total postbuyback paid-up share capital. Pursuant to and in compliance with the provisions of Section 69 of the Act, the Company has transferred an amount of Rs. 36.00 lacs (Rupees Thirty Six Lacs Only) to Capital Redemption Reserve which is equal to the nominal value of the equity shares bought back. The details thereof are disclosed in Note No. 11 of the Audited Standalone Financial Statements for the Financial Year ended on 31a March, 2025.
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013, a structured questionnaire was prepared after taking into account various aspects like-company performance, contribution of individual directors, composition of Board and committees, performance of duties, culture, obligations, corporate ethics, risk management etc. for evaluation process. The Board noted that all directors have understood the opportunities and risks to the Company's strategy with good balance between the core values of the Company and the interest of the stakeholders. The Board also evaluated performance of the various commttees and concluded with satisfaction. The Board expressed their satisfaction for the above evaluation process.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 134(3)(q) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Information required under the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given by way of an Annexure E' to this Report.
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
However, the Board of Directors, in their meeting held on 13th August, 2025, have proposed to amend the Main Objects Clause of the Memorandum of Association of the Company by adding clause no. 8 after clause no. 7 subject to approval of the members as detailed in the notice forming part of this Annual Report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby state that:
(i) in the preparation of annual accounts for the financial year ended 31s' March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the directors have selected such accounting policies and applied them consistently and madejudgments 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 315' March, 2025 and of the profits of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis.
(v) the directors had laid down internal controls to be followed and such internal controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any Regulator, Court or Tribunal impacting the going concern status and the Company's operations in future.
COMPANY'S POLICIES Code of Conduct
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the website of the Company at https://www.arex.co.in/investors/Polices/Code%20of%20Conduct%20for%20Directors%20and%20Senior%20Management.pdf. The Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.
Risk Management Policy
The Company has already formulated risk management policy so as to identify, evaluate, monitor and minimize identifiable business risks in the organization. Vigil Mechanism/Whistle Blower Policy
The Company has already adopted Whistle Blower Policy to report genuine concerns or grievances and to safeguard victimization of persons while using this mechanization. The Whistle Blower Policy is available on the website of the Company at https://www.arex.co.in/investors/Policies/Whistle%20Blower%20Policy.pdf.
Other Policies
Company's Policies on Remuneration (Available on the website of the Company at https://www.arex.co.in/investors/Polices/Nomination%20&%20Remuneration%20Pclicy.pdf, Materiality of Related Party Transactions (Available on the
website of the Company at https://www.arex.co.in/investors/Policies/Related%20Party%20Transaction%20Policy.pdf, Board diversity, Preservation of documents, Corporate Social Responsibility (CSR) are finalized in accordance with applicable laws.
DONATION
The Company has voluntarily donated Rs. 3 lacs to Sri Hombuja Padmavathi Education Trust, Rs. 45 lacs to Gunayatan, Rs. 0.25 lacs to Harekrishna Movement, Ahmedabad for charitable activities during the year.
INTERNAL FINANCIAL CONTROLS
The Company has a proper, adequate and effective internal control system to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company has been taking steps for optimum utilisation of power and fuel. The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given by way of Annexure A' forming part of this Report.
ANNUAL RETURN
As required under the amended provisions of Section 92(3) of the Companies Act, 2013, copy of Annual Return is available at www.arex.co.in.
CEO/CFO CERTIFICATION
Shri Dinesh A Bilgi (DIN:00096099), Managing Director and CFO has given necessary certificates/compliance reports to the Company.
SECRETARIAL AUDIT
As required under the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, a Secretarial Audit Report is given by way of an Annexure B', forming part of this Report. The Auditors observations are self explanatory
STATUTORY AUDITORS
M/s Sweta Patel & Associates, Chartered Accountants of Ahmedabad having Firm Registration N0.139165W have been reappointed as Statutory Auditors of the Company for a period of five years by the members of the Company in their 33rd Annual General Meeting (AGM) held on 21s' September, 2022. The said Auditors have submitted certificate to the effect that they are eligible for continuing such appointment and are not disqualified to act as such.
The Auditors observations read with the notes to the Accounts for the year ended on 31s' March, 2025 are self-explanatory.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) & CORPORATE GOVERNANCE
The Company's philosophy is based on trusteeship, transparency and accountability. It fosters a culture of ethical behaviour and disclosures which build a trust of our stakeholders. The Code of Conduct, ethics and Code of Conduct for Prevention of Insider Trading are an extension of our values and reflect our commitment to ethical business practices, integrity, and compliances of both voluntary and statutory requirements. A detailed note on Management Discussion and Analysis is given as an Annexure C' to this Report.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section with detailed note on corporate governance practices followed by the Company is given by way of an Annexure D' forms an integral part of this Report.
LISTING WITH BSE LTD
The Equity Shares of the Company are listed at the BSE Ltd, Mumbai under Stock Code No. 526851 and ISIN No. is INE480H01011.
The Company has paid Annual Listing fees for the year 2025-26. The Company has also paid custodial charges to National Securities Depository Ltd and Central Depository Services (India) Ltd for the year 2025-26.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
M/s MUFG INTIME INDIA PRIVATE LIMITED (Formerly known as M/s. Link Intime India Private Limited), Mumbai is the RTA of the Company to carry out the share transfers, transmission, dividend and other related activities.
RELATED PARTY TRANSACTIONS
All the transactions entered with related party during the year under review were on arm's length basis and in the ordinary course of business and approved by the Audit Committee. Hence these transactions a re outside the purview of the provisions of Section 188 of the Companies Act, 2013. However, details of such transactions i.e. purchases, lease, services, etc., are given Form AOC-2 at Annexure-A1.
COST RECORDS:
The Company is not required to maintain cost records as per the provisions of the Companies Act, 2013 and the relevant rules made thereunder.
LOANS, GUARANTEES AND INVESTMENT
The Company has not granted any inter-corporate loan, given guarantee or provided any security for availing loan by other Company nor made any investments during the financial year under review.
ENVIRONMENT AND SAFETY
The Company considers clean and safe mode of operations in all respects. Further, as required under the provisions of Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. There is no such complaint lodged during the year.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016, IF ANY
No proceedings were initiated against the Company during the year under review under the Insolvency and Bankruptcy Code. 2016.
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the requisite provisions relating to the Maternity Benefit Act, 1961, to the extent applicable to the Company.
ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates continuous & comprehensive support and cooperation by the Company's bankers, shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution and devoted services of the employees at all levels.
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