| 82 Annual Report | 2025-2026 Details of change in composition of the Board during the current and previous financial year: Sl. No. Name of the Director Capacity (i.e., Executive/ Non- Executive/ Chairman/ Promoter nominee/ Independent) Nature of Change (appointment/ resignation) Effective Date 1. Mr. Sumantra Banerjee Non-Executive-Independent Director Cessation April 29, 2024 2. Mr. Jose J Kattoor Non-Executive-Independent Director Appointment September 28, 2024 3. Mr. Rajat Mohan Nag Non-Executive-Independent Director Cessation January 31, 2025 4. Mr. Kummamuri Narasimha Murthy Non-Executive-Independent Director Appointment February 12, 2025 5. Mr. Piyush Goenka Non-Executive Nominee Director Resignation May 9, 2025 6. Mr. Vemuru Chandramouli Non-Executive Nominee Director Resignation and/or Withdrawal of Nomination May 23, 2025 7. Mr. Sri Radha Ramana Saripalli Non-Executive-Nominee Director Appointment May 23, 2025 8. Mr. Manojkumar N Nambiar Executive-Managing Director Re-appointment March 01, 2026 The Board placed on record its appreciation for the valuable services rendered by all outgoing Directors. Where an independent director resigns before expiry of her/ his term, the reasons for resignation as given by her/ him shall be disclosed: Not Applicable Details of any relationship amongst the directors inter-se shall be disclosed: - Nil Familiarisation Programme for Independent Directors: The Company has established a Familiarisation Programme for Independent Directors. The framework together with the details of the Familiarisation Programme imparted during the financial year under review has been uploaded on the website of the Company and can be accessed at www. arohan.in. Board of Arohan confirms that the Independent Directors fulfil the conditions specified in the provisions and are independent of the management. Committees of the Board - Composition as on March 31, 2026 1. Audit Committee The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting and the Committee assists the Board in dissemination of financial information. The terms of the reference of the Audit Committee covers all matters as per applicable laws. The terms of the reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems/financial reporting systems and reviewing of the adequacy of the financial policies and practices followed by the Company. The Audit Committee also looks after the compliance with the legal and statutory requirements, the quarterly and annual financial statements and related party transactions and report its finding to the Board. The Committee also recommends the appointment of statutory auditors to the Board. The Committee also looks into those matters specifically referred to it by the Board. The Managing Director, the Chief Financial Officer and other Executive Committee Members are invitees to the meetings of the Committee. The other directors are invited to attend the Audit Committee meetings as and when required. The Company Secretary acts as the Secretary to the Committee. The Audit Committee met Four (4) times during the year on May 23, 2025, August 13, 2025, November 12, 2025, and February 13, 2026. The time gap between two consecutive meetings is within the limit prescribed in the applicable law. Annexures to Director’s Report
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