DIRECTORS' REPORT

The Directors have pleasure to present their 15^th Annual Report of the
Company covering the operating and financial performance together
with the Audited Financial Statements and the Auditors’ Report
thereon for the Financial Year ended on March 31, 2025.

FINANCIAL RESULTS AND OPERATIONS REVIEW

Your Company’s performance during the year as compared with that
during the previous year is summarized below:

(Amount in Lakh’s)

During the year under review on the basis of Financial Statement the
Company’s revenue from operations during the financial year ended
31^st March, 2025 were ? 8265.96/- (in lakhs) as against ? 6223.32/-
(in lakhs) of the previous year representing Increase of approximately
about 32.82% over the corresponding period of the previous year with
total expenses of ? 7730.86/- (in lakhs) {previous year of ? 5718.62/-
(in lakhs)}. The Company has made Net Profit of ? 422.09/- (in lakhs)
as against ? 407.80/- (in lakhs) of the previous year representing
increase of approximately about 3.50% over the corresponding period
of the previous year.

The EPS of the Company for the year 2024-25 is ? 3.48/-.

DIVIDEND

Considering the capital requirement for expansion and growth of
business operations and to augment working capital requirements,
the Board of Directors do not recommend any dividend on the Equity
shares for the financial year 2024-25.

To bring transparency in the matter of declaration of dividend and
protect the interests of investors, the company had adopted a
Dividend Policy since listing of its shares. The policy has been
displayed on the Company’s website www.arunayaorganics.com.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves during the
year under review.

During the year under review the Company has made changes in the
paid-up share capital as on 31^st March, 2025.The details of the same
are mentioned below:

Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2025
stood at ? 20,00,00,000/- (Rupees Twenty Crore Only) divided into
2,00,00,000 (Two Crore) Equity Shares of ?10/- (Rupees Ten Only)
each. There were During the year under review, the Company has not
made any changes in its the Authorized share capital.

Paid Up Share Capital:

The issued capital as on March 31, 2025 stood at ?12,27,84,320 (Rupees
Twelve Crore Twenty-Seven Lakhs Eighty-Four Thousand Three
Hundred Twenty Only) comprising of 1,22,78,432 (One Crore Twenty-
Two Lakhs Seventy-Eight Thousand Four Hundred Twenty-Tow Only)
equity shares of ?10/- (Rupees Ten Only).

The movements in the Paid up Capital during the year are as follow:
Bonus Issue

During the year under review, the Company issued bonus shares in
the ratio of 1,114 equity shares for every 100 equity shares held,
resulting in the allotment of 94,29,553 fully paid-up equity shares of
? 10/- each, by capitalising the Company’s reserves. Consequent to
this allotment, the paid-up share capital of the Company increased
from ? 84,64,590/- divided into 8,46,459 equity shares of ? 10/- each
to ? 10,27,60,120/- divided into 1,02,76,012 equity shares of ? 10/-
each.

Right Issue

Further, Pursuant to the approval of the Board of Directors at its
meeting held on April 27, 2024, the Company made an allotment of
20,02,420 equity shares of ? 10/- each under a rights issue to the
existing shareholders. The rights issue was made in accordance with
the provisions of the Companies Act, 2013 and other applicable laws,
and the proceeds were utilised for the purposes approved by the
Board. Consequent to this allotment, the paid-up share capital of the
Company increased from ? 10,27,60,120/- divided into 1,02,76,012

equity shares of ? 10/- each to ? 12,27,84,320/- divided into
1,22,78,432 equity shares.

No further changes were made to the Paid-Up Share Capital of the
Company for the financial year ended March 31, 2025.

Subsequent to the financial year ended March 31, 2025, the
Company successfully completed its Initial Public Offer (IPO)
during the financial year 2025-26.

Details of such issue are disclosure as under:

Initial Public Offer (IPO):

During the Current year i.e, 2025-26 under review, the Company has
successfully completed the Initial Public Offer (IPO). The offer to the
public consisted of fresh issue of shares to the tune of 52,60,000
equity shares and Offer for Sales up to 6,00,000 equity shares. The
public issue was opened on April 29, 2025 and closed on May 07,
2025 for Retail Individual Investor and Non-Institutional Investor and
Market Maker. The Company raised Rs. 287.90/- lakhs from the
Fresh Issue, and Rs.348.00/- lakhs from Offer for sale through IPO
wherein 58,60,000 equity shares of Rs. 10/- each at a premium of Rs.
48/- per share was offered to the public for subscription. The issue
was oversubscribed by 2.53 times. The equity shares of the company
got listed on 07^th May, 2025 on the SME Platform of National Stock
Exchange of India Limited viz., NSE Emerge.

Proceeds from Initial Public Offering

The Company had raised funds through Initial Public Offer (IPO)
during Current year I.e, 2025-26 where the equity shares are listed on
EMERGE Platform of National Stock Exchange of India Ltd. The
proceeds of aforesaid issue is being utilized, for the purpose for which
it was raised by the Company in accordance with the terms of the
issue. The details of the proceeds of the Fresh Issue are set forth
below:

The change in paid-up share capital during the year was as under:

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, there is no alteration made in Memorandum of
Association (MOA) of the Company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, there is no alteration made in Article of Association
(AOA) of the Company.

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF
DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations/LODR’) read with SEBI circular no. CIR/CFD
/CMD1/162/2019 dated December 24, 2019, The companies are
required to file such disclosure related to Deviation/variation in
utilization of funds raised through Initial Public offer from the objects
stated in the Prospectus in director report.

The company got listed at NSE Emerge Platform on 07^th May, 2025,
till date there was no deviation/variation in the utilization of proceeds
as mentioned in the objects stated in the Prospectus dated May 03,
2025, in respect of the Initial Public Offering of the Company.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of ?
8,285.60/- (in Lakhs) as against ? 6279.45/- (in Lakhs) in the
previous year. The company has made Profit before depreciation,
Finance, Costs, Exceptional items and Tax Expense of ? 731.17/- (in
Lakhs) as against profit of ? 754.93/- (in Lakhs) in the previous year
in the financial statement.

The Company made net profit of ? 422.09/- (in Lakhs) as against ?
407.80/- (in Lakhs) in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company
in the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

The Company entered into the capital market with its Initial Public
Offering (IPO) and allotted in aggregate 54,60,000 equity shares of face
value of Rs.10/- each, for the issue price of Rs. 58/- each (including
premium of Rs. 48/- each) on May 7, 2025 on NSE Emerge Platform.

The Company received approval on May 7, 2025 for listing. Apart from
the above, there have been no other material changes and
commitments, which affect the financial position of the company
which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Bigshare
Services Private Limited as its RTA. As required under Regulation 7(3)
of the Listing Regulations, the Company files, on annual basis,
certificate issued by RTA and compliance officer of the Company
certifying that all activities in relation to share transfer facility are
maintained by RTA registered with SEBI. The Equity shares of the
Company have the electronic connectivity under ISIN INE0S2E01016.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies
Act, 2013, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all the unpaid or unclaimed dividends are required to
be transferred to the IEPF established by the Central Government,
upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund
("IEPF") Rules, the shares in respect of which dividend has not been
paid or claimed by the Shareholders for seven (7) consecutive years or
more shall also be transferred to the demat account created by the
IEPF Authority.

In the absence of any declaration of dividend in the past, the
Company does not have any unpaid/unclaimed dividend coming
under the purview of Section 124(5) of the Act to be transferred to
Investors Education and Protection Fund (“IEPF”) of the Central
Government.

DEPOSITS

The Company has not accepted any deposits from public falling within
the ambit of section 73 and Section 76 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014. Hence, no
disclosure is required under Rule 8(5)(v) and (vi) of the Companies
(Accounts) Rules, 2014.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES
COMPANIES

Your Company does not have any Holding, Subsidiary, Joint venture
or Associate Company as on March 31, 2025. During the Financial
Year under review, there are no companies which has become or
ceased to be Subsidiary, Joint Venture/ Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Present Composition of Board of Directors:

As on the date of the report, the Board of Directors of the Company
comprises of total Five (5) directors. The Composition of the Board of
Directors is as under:

Appointment/ Re-Appointment:

During the year under review, the Company has appointed Mr. Umesh
Menon (DIN: 00086971) and Mrs. Amita Chhaganbhai Pragada (DIN:
09578592) as Non-Executive Independent Director on 10^th May, 2024.

Further Mr. Bikash Tarafdar was appointed as Chief Financial Officer
on 09^th May, 2024. Our Company has appointed Ms. Tanvi Mafatlal
Patel as Company Secretary and Compliance Officer of the Company
on 09^th May, 2024.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Vinod Brijmohandas Agrawal (DIN: 02763617) is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.

Your directors recommended his re-appointment on recommendation
made by the Nomination and Remuneration Committee.

Cessation

During the year under review, there is no cessation of director from
the Board.

Independent Directors

Mr. Umesh Menon (DIN: 00086971), holds office as a Non-Executive
Independent Director of the Company with effect from 10^th May, 2024
for the period of 5 years who is not liable for retire by rotation.

Mrs. Amita Chhaganbhai Pragada (DIN: 09578592), holds office as a
Non-Executive Independent Director of the Company with effect from
10^th May, 2024 for the period of 5 years who is not liable for retire by
rotation.

Key Managerial Personnel

The Board of Directors duly met Seventeen times at regular intervals
during the mentioned financial year and in respect of which proper
notices were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose. The
intervening gap between the two meetings was within the period
prescribed under the Companies Act, 2013 and Listing Regulations.
The dates on which meetings were held are as follows:

** During the year under review Five Extra Ordinary General Meeting
were held on 15^th April, 2024, 10^th May, 2024, 01^st June, 2024, 07^th
June, 2024 and 18^th June, 2024.

Separate Meeting of Independent Directors

In terms of the provisions of the Schedule IV of the Companies Act,
2013, the Independent Directors of the Company shall meet at least
once in a year, without the presence of Non-Independent Directors and
members of Management. During the financial year, the Meetings of
Independent Directors was held on 01^st March, 2025 to discuss and
review the following matters in the meeting:

• Performance of Non-Independent Directors and the Board of Directors
as a whole;

• Performance of the Chairman of the Company taking into
consideration the views of Executive and Non-Executive Directors;

• Assessment of the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.

Both the Independent Directors were present at the meeting.
DECLARATIONS OF INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of
independence laid down under Section 149(6) read with Schedule IV of

the Act and Regulation 16(1)(b) of the Listing Regulations and that they
are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and
without any external influence. The board of directors have taken on
record the declaration and confirmation submitted by the independent
directors after undertaking due assessment of the veracity of the same
and is of the opinion that they fulfil the conditions specified in the Act
and the Listing Regulations and that they are independent of the
management.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT
DIRECTORS

The terms and conditions of appointment of Independent Directors
have been disclosed on the website of the Company
www.arunayaorganics.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their
appointment letter along with necessary documents, reports and
internal policies to enable them to familiarize with the Company’s
procedures and practices.

The Company endeavors, through presentations at regular intervals to
familiarize the Independent Directors with the strategy, operations and
functioning of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year
ended on March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;

(b) 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 March 31, 2025 and of the
profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and
were operating effectively; and

(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.

AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated June
03, 2024 pursuant to Section 177 of the Companies Act, 2013. The
board of directors has entrusted the Audit Committee with the
responsibility to supervise these processes and ensure accurate and
timely disclosures that maintain the transparency, integrity and quality
of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The
internal auditor reports functionally to the Audit Committee. The Chief
Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose. During
the financial year, the Meetings of Audit committee were held in
following manner:

Financial Reporting and Related Processes:

♦ The recommendation for appointment, remuneration and terms
of appointment of auditors of the company;

♦ Review and monitor the auditor’s independence and performance,
and effectiveness of audit process;

♦ Examination of the financial statement and the auditors’ report
thereon;

♦ Approval or any subsequent modification of transactions of the
company with related parties;

♦ Scrutiny of inter-corporate loans and investments;

♦ Valuation of undertakings or assets of the company, wherever it
is necessary;

♦ Evaluation of internal financial controls and risk management
systems;

♦ Monitoring the end use of funds raised through public offers and
related matters.

All the Members of the Audit Committee have the requisite
qualification for appointment on the Committee and possess

sound knowledge of finance, accounting practices and internal
controls.

The board of directors has accepted all recommendations of the
Audit Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) consist
majority of Independent Directors. The Nomination and
Remuneration Committee has been constituted by the Board on
June 03, 2024 in compliance with the requirements of Section 178
of the Companies Act, 2013. The board of directors has entrusted
the Nomination and Remuneration Committee with the
responsibility to formulation of the criteria for determining
qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel.

Composition of Nomination and Remuneration Committee:

Nomination and Remuneration Committee Meeting:

Proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose. During
the financial year, the Meetings of Nomination and Remuneration
Committee were held in following manner:

The terms of reference of the Committee inter alia, include the

following:

♦ Succession planning of the Board of Directors and Senior
Management Employees;

♦ Identifying and selection of candidates for appointment as
Directors / Independent Directors based on certain laid down
criteria;

♦ Identifying potential individuals for appointment as Key
Managerial Personnel and to other Senior Management positions;

♦ Formulate and review from time to time the policy for selection
and appointment of Directors, Key Managerial Personnel and
senior management employees and their remuneration;

♦ Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved by
the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and
resolves the grievances of our shareholders, including complaints
relating to non-receipt of annual report, transfer and transmission of
securities, non-receipt of dividends/interests and such other
grievances as may be raised by the security holders from time to time.

Composition of Stakeholders’ Relationship Committee:

Stakeholders’ Relationship Committee Meeting:

The Stakeholders’ Relationship Committee of the Company met once
in a year and in respect of which proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose. During the financial year, the Meetings of
Stakeholders’ Relationship Committee was held in following manner:

The terms of reference of the Committee are:

♦ Transfer/transmission of shares/debentures and such other
securities as may be issued by the Company from time to time;

♦ Issue of duplicate share certificates for shares/debentures and
other securities reported lost, defaced or destroyed, as per the
laid down procedure;

♦ Issue new certificates against subdivision of shares, renewal,
split or consolidation of share certificates / certificates relating to
other securities;

♦ To approve and monitor dematerialization of shares / debentures
/ other securities and all matters incidental or related thereto;

♦ To authorize the Company Secretary and Head Compliance /
other Officers of the Share Department to attend to matters
relating to non-receipt of annual reports, notices, non-receipt of

declared dividend / interest, change of address for
correspondence etc. and to monitor action taken;

♦ Monitoring expeditious redressal of investors / stakeholders
grievances;

♦ All other matters incidental or related to shares, debenture.

The Company had no share transfers pending as on March 31, 2025.

Ms. Tanvi Mafatlal Patel, Company Secretary of the Company is the
Compliance Officer.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company's Corporate Social Responsibility ('CSR')
initiatives is to improve the quality of life of communities throughlong-
term value creation for all stakeholders. The Company's CSR policy
provides guidelines to conduct CSR activities of the Company.
Thesalient features of the Policy forms part of the Annual Report on
CSR activities annexed to the Board's Report as Annexure V. The
Directors ofthe Company have certified that CSR funds so disbursed
for the projects have been utilized for the purposes and in the manner
as recommendedby the CSR Committee which approved by the Board.

The Company recognizes its obligations to act responsibly, ethically
and with integrity in its dealings with employees, community,
customers andthe environment as a whole. At Arunaya, we know that
corporate responsibility is essential to our current and future success
as a business. TheCompany believes it has the greatest opportunity to
drive values through CSR initiatives in areas pertaining to Health,
Education, Environmentalsustainability, Rural development and has
committed to improving the quality of life in communities in many
years. The CSR Committeeconfirms that the implementation and
monitoring of the CSR Policy, is in compliance with CSR objectives
and Policy of the Company.

The Terms of reference of Corporate Social Responsibility Committee
shall, inter-alia, include the following:

• To formulate and recommend to the Board, a corporate social
responsibility policy which will indicate the activities to be
undertaken by the Company in accordance with Schedule VII of
the Companies Act, 2013;

• To review and recommend the amount of expenditure to be
incurred on the activities to be undertaken by the Company;

• To monitor the corporate social responsibility policy of the
Company from time to time;

• Any other matter as the Corporate Social Responsibility
Committee may deem appropriate after approval of the Board of
Directors or as may be directed by the Board of Directors from
time to time pursuant to the provisions of Section 135 of the
Companies Act and rules in relation thereto, as amended from
time to time.

The Company Secretary to the Company shall act as Secretary to

the Corporate Social Responsibility Committee.

Composition of CSR Committee:

CSR Committee Meeting:

The CSR Committee of the Company met once in a year and in respect
of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
During the financial year, the Meetings of CSR Committee was held in
following manner:

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the
auditors to the Board under section 143(12) of the Companies Act,
2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee
in terms of Section 178 of the Companies Act, 2013 which has framed
Nomination and Remuneration Policy for Directors, Key Managerial
Personnel and other Employees which sets out criteria for the
remuneration of Directors, Key Managerial Personal (‘KMP’) and other
employees so as to attract, retain and reward talent who will
contribute to our long-term success and thereby build value for the
shareholders. The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial
Personnel. The Company does not pay any remuneration to the
Independent Directors of the Company other than sitting fee for
attending the Meetings of the Board of Directors and Committees of
the Board. Remuneration to Non-Independent Directors is governed
under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy
for the appointment, re-appointment and remuneration of Directors,
Key Managerial. The Nomination and Remuneration Policy is also
available on the website of the Company
http://arunayaorganics.com/investors in the head of Policies.

For Board of Directors and Senior Management Group, the Board of
Directors of the Company has laid down a code of conduct for all the
Board Members and Senior Management Group of the Company. The
main object of the Code is to set a benchmark for the Company’s
commitment to values and ethical business conduct and practices. Its
purpose is to conduct the business of the Company in accordance
with its value systems, fair and ethical practices, applicable laws,
rules and regulations. Further, the Code provides for the highest
standard of professional integrity while discharging the duties and to
promote and demonstrate professionalism in the Company.

Commitment to ethical professional conduct is a must for every
employee, including Board members and senior management
personnel of the company. The duties of Directors including duties as
an Independent Director as laid down in the Act also forms part of the
Code of Conduct. All Board members and senior management

personnel affirm compliance with the Code of Conduct annually. A
declaration signed by the Chairman & Managing Director to this effect
is attached as a part of this Annual Report. The code of conduct is
also available on the website of the Company

www.arunayaorganics.com.

CODE FOR PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has in place the following: -

♦ Code of Conduct for Prevention of Insider Trading and Code of
Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI).

♦ Policy and procedures for inquiry in case of leak of UPSI/
suspected leak of UPSI.

All compliances relating to Code of Conduct for Prevention of Insider
Trading which includes maintenance of structural digital data base
(SDD) are being managed through a software installed by the
Company in-house including maintenance structural digital data base
(SDD). This code lays down guidelines advising the designated
employees and other connected persons, on procedures to be followed
and disclosures to be made by them while dealing with the shares of
the company, and while handling any unpublished price sensitive
information. The code of conduct to regulate, monitor and report
trading by insiders is also available on the website of the Company
www.arunayaorganics.com.

VIGIL MECHANISM AND WHISTLE BLOWING POLICY

The Company has put in place a Vigil Mechanism / Whistle-Blower
Policy in compliance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. The policy reflects the Company's commitment to uphold
the highest standards of professional integrity, ethical conduct, and
transparency in all aspects of its operations.

The Vigil Mechanism provides a secure and confidential channel for
directors and employees to report genuine concerns regarding
unethical behavior, suspected fraud, violation of the Company's Code
of Conduct, or any other matter covered under the scope of the policy.
The mechanism includes adequate safeguards against victimization of
whistle-blowers who raise such concerns in good faith. It also enables
direct access to the Chairperson of the Audit Committee, in
appropriate or exceptional cases.

The Company affirms that no individual has been denied access to the
Audit Committee under this mechanism during the year under review.
The Compliance Officer, along with the Audit Committee, is
designated to receive and handle all complaints reported under the
policy. An update on the functioning of the Vigil Mechanism is
presented annually to the Board.

The Whistle-Blower Policy is available on the Company's website at
www.arunayaorganics.com. The policy assures full protection to
whistle-blowers and enforce zero-tolerance approach to retaliation or
any form of unfair treatment against individuals reporting concerns
under the mechanism.

Further, during the year under review, the Company did not receive
any complaint related to fraud, misfeasance, or any reportable
unethical practices. The Whistle-Blower Policy has also been amended
to include procedures for reporting and investigating leakage of
Unpublished Price Sensitive Information (UPSI), thereby reinforcing
compliance with SEBI (Prohibition of Insider Trading) Regulations.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 the
Board, in consultation with its Nomination and Remuneration
Committee, has formulated a framework containing, inter alia, the
criteria for performance evaluation of the entire Board of the Company,
its committees and individual directors, including Independent
Directors. The Board evaluated the effectiveness of its functioning,
that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters
including:

♦ Degree of fulfillment of key responsibilities towards stakeholders
(by way of monitoring corporate governance practices, participation
in the long-term strategic planning, etc.);

♦ Structure, composition, and role clarity of the Board and
Committees;

♦ Extent of co-ordination and cohesiveness between the Board and
its Committees;

♦ Effectiveness of the deliberations and process management;

♦ Board/Committee culture and dynamics; and

♦ Quality of relationship between Board Members and the
Management.

The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on
January 05, 2017.

The Nomination and Remuneration Committee reviewed the
performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration
Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in
the ethical standards of the Company, the resilience of the Board and
the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own
performance and that of its committees and individual directors as per
the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the
Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board &
committees, experience & competencies, performance of specific
duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the
Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

For Non-Executive & Independent Directors:

♦ Knowledge

♦ Professional Conduct

♦ Comply with Secretarial Standard issued by ICSI Duties,

♦ Role and functions

For Executive Directors:

♦ Performance as leader

♦ Evaluating Business Opportunity and analysis of Risk Reward
Scenarios

♦ Key set investment goal

♦ Professional conduct and integrity

♦ Sharing of information with Board

♦ Adherence applicable government law

RISK MANAGEMENT POLICY

The Company has well laid out risk management policy, which
periodically assess the threats and opportunities that will impact the
objectives set for the Company as a whole. The policy is designed to
provide the categorization of risks into threats and its causes, impact,
treatment and control measures which is also available on our website
www.arunayaorganics.com. The Audit Committee also reviews the
adequacy of the risk management framework of the Company, the key
risks associated with the business and measure and steps in place to
minimize the same. As a part of the Risk Management Policy, the
relevant parameters for protection of environment, safety of operations
and health of people at work especially those working in food value
chain are monitored regularly.

COMPLIANCE TO SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL)
RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace
and has a mechanism in place for prevention, prohibition and
redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. The Company is committed to provide equal opportunities
without regard to their race, caste, sex, religion, colour, nationality,
disability, etc. All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment whether
physical, verbal or psychological. All employees (permanent,
contractual, temporary, trainees) are covered.

The Company has adopted a policy for prevention of sexual
harassment at the workplace, in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints
Committee (“ICC”) has been duly constituted as per the provisions of
the POSH Act to redress complaints regarding sexual harassment at
the workplace.

During the financial year under review, the Company has complied
with all the provisions of the POSH Act and the rules framed
thereunder. Further details are as follow:

During the year under review, Company has not received any
complaints on sexual harassment and hence there are no complaints
pending as on the end of the Financial Year 2024-25 on sexual
harassment.

MATERNITY BENEFIT ACT 1961:

The Company has complied with all the provisions of the Maternity
Benefit Act, 1961.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors and their Report:

In the 14^th Annual General Meeting (AGM) held on September 30,
2024 M/s. Abhishek Kumar & Associates, Chartered Accountants,
(Firm Registration Number 130052W), were appointed as statutory
auditors of the Company to hold office for a term of 5 (five) consecutive
years until the conclusion of the Annual General Meeting of the
Company in the year 2029. The Company has received letter from M/s
Abhishek Kumar & Associates, Chartered Accountants, to the effect
that their appointments, if made would be within the prescribed limits
of Section 139 of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of Section 141
of the Companies Act, 2013.

M/s. Abhishek Kumar & Associates, Chartered Accountants, have
submitted their Report on the Financial Statements of the Company
for the FY 2024-25, which forms part of the Annual Report 2024- 25.

The following observations (including any qualification,
reservation, adverse remark or disclaimer) of the Auditors in the
Audit Reports issued by them which call for any
explanation/comment from the Board of Directors:

During the course of our audit, we have observed that certain
payments in respect of import transactions undertaken by the
Company have remained outstanding for a period exceeding six
months from the date they became due for payment. Similarly, we
have noted that receivables from export transactions have also
remained unpaid for a period exceeding six months from the due date
of receipt.

The existence of such long-outstanding import payables and export
receivables may have implications on the Company's compliance with
the applicable provisions of the Foreign Exchange Management Act,
1999 (FEMA) and the rules and regulations framed thereunder. It also
reflects on the Company's working capital management and may
potentially impact its creditworthiness and business relationships
with overseas suppliers and customers.

Director Comment:

The Management has expressed their views that the impact of the
export payment and receivable for a period exceeding six months
didn't impact on the financial results of the Company for the year
ended 31{ March, 2025. As the Company believe in the good corporate
governance and strictly followed the applicable provisions of the
Foreign Exchange Management Act, 1999 (FEMA) and the rules and
regulations framed thereunder. ln future, if any circumstances will be
raised under the FEMA then the company is bound to follow the
provisions of applicable law.

Internal Auditor:

In terms of Section 138 of the Companies Act, 2013, Our Company is
not required to appoint internal auditor for the year ended 2024-25,
Further We have appointed M/s. Painter & Associates, Chartered
Accountants (FRN:0123969W) on 30^th May, 2025 as the internal
auditor of the company for the Financial Year 2025-26 and continues
until resolved further. Internal Auditor is appointed by the Board of
Directors of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor reports
their findings on the Internal Audit of the Company, to the Audit
Committee on a half yearly basis. The scope of internal audit is
approved by the Audit Committee.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed M/s. G R Shah & Associates,
Practicing Company Secretaries as Secretarial Auditor of the Company
for the financial year ended on March 31, 2025. The Secretarial Audit
Report submitted by them for the said financial year in the prescribed

Form MR-3 pursuant to the provisions of Section 204 of the Act is
annexed as Annexure II to this report.

The report of the Secretarial auditor have not made any adverse
remarks in their Audit Report except:

a) The Company has not spent the amount prescribed under
Section 135 of the Companies for its Corporate Social
Responsibility activities in the Financial Year 2024-2025.

Reply: The Company will spend the required amount as per
Section 135 of the Companies Act, 2013 in the near future.

b) The Company has not filed Form CSR-2 in respect of its
Corporate Social Responsibility activities for the Financial Year
2023-2024.”

Reply: The non-filing Form CSR-2 for the Financial Year 2023¬
2024 was inadvertent and occurred due to procedural oversight.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively issued by the Institute
of Company Secretaries of India (‘ICSI’) and approved by the Central
Government under Section 118 (10) of the Act for the Financial Year
ended 2024-25.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the
Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the
Annual Return of the Company as on 31^st March, 2025 is available on
the Company’s website and can be accessed at
www.arunayaorganics.com.

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform
(NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 the

compliance with the Corporate Governance provision as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of
regulation 46 and par as C, D and E of Schedule V of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 shall not
^app^ly.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) read with Schedule V Part B of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is
annexed herewith as Annexure I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

During the year under the review, Company has not advanced any
loan and provided security or guarantee under Section 186 of the
Companies Act, 2013.

Details relating to the investment of the company are form part of the
notes to the financial Statement (Please refer to Note 10, 12 and 16 to
the standalone financial statement).

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/
relatives of Directors at the beginning of the year were ? 158.73/- (in
Lakhs) and at the close of year was ? 392.94/- (in Lakhs).

The Funds has been given out of Directors own Funds and is not
being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All Related Party Transactions that were entered during the financial
year ended on 31^st March, 2025 were on an arm’s length basis and in
the ordinary course of business and is in compliance with the
applicable provisions of the Act. There were Related Party
Transactions made by the Company during the year that required
shareholders’ approval.

The Company has entered into related party transactions which fall
under the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC 2 are given in Annexure III of this
Director Report for the F.Y 2024-25.

The Company has adopted a Policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions
which is uploaded on the website of the Company

www.arunayaorganics.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company has put in place an effective internal control system to
synchronise its business processes, operations, financial reporting,
fraud control, and compliance with extant regulatory guidelines and
compliance parameters. The Company ensures that a standard and
effective internal control framework operates throughout the
organisation, providing assurance about the safekeeping of the assets
and the execution of transactions as per the authorisation in
compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal
audits, regular reviews by the management, and guidelines that
ensure the reliability of financial and all other records. The
management periodically reviews the framework, efficacy, and
operating effectiveness of the Internal Financial Controls of the
Company.

The Internal Audit reports are periodically reviewed by the Audit
Committee. The Company has, in material respects, adequate internal
financial control over financial reporting, and such controls are
operating effectively. Internal Audits are carried out to review the
adequacy of the internal control systems and compliance with policies
and procedures. Internal Audit areas are planned based on inherent
risk assessment, risk score, and other factors such as probability,
impact, significance, and strength of the control environment. Its
adequacy was assessed, and the operating effectiveness was also
tested.

The information required under Section 197 of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company and
percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer and Company
Secretary in the financial year:

2. The percentage increase in the median remuneration of
employees in the financial year: 30.10%

3. The number of permanent employees on the rolls of
Company: 23 as on 31^st March, 2025

4. Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile
increase in the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees
other than the managerial personnel in the last financial
year is 30.82% in comparson with Managerial remuneration

increased by 50% due to their individual performance,
internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration
policy of the Company: The Company affirms that the
remuneration is as per the remuneration policy of the
Company.

The statement containing names of top five employees in terms of
remuneration drawn and the particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology
absorption, foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 are provided in Annexure IV to
this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/REGULATORS

The Company has not received any significant or material orders
passed by any regulatory authority, court or tribunal which shall
impact the going concern status and Company’s operations in future.

INVESTOR GRIEVANCE REDRESSAL

During the financial year 2024-25, there were no complaints received
from the investors. The designated email id for Investor complaint is
cs@arunayaorganics.com.

SEBI processes investor complaints in a centralized web-based
complaints redressal system i.e. SCORES. Through this system a
shareholder can lodge complaint against a company for his grievance.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the
employees and the management continued to remain cordial during
the year under review. The Company continued its thrust on Human
Resources Development.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report pursuant to
Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company for
the financial year ended on 31^st March, 2025.

INSOLVENCY AND BANKRUPTCY CODE

The Company has not made any application or no proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 during the
Financial Year and hence not being commented upon.

ACKNOWLEDGMENTS

The Board of Directors would like to express their sincere appreciation
for the assistance and cooperation received from the government and
regulatory authorities, stock exchange, financial institutions, banks,
business associates, customers, vendors, members, for their co¬
operation and support and looks forward to their continued support in
future.

The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the
Company.

Date: 06/09/2025 By Order of the Board of Directors

Place: Ahmedabad For Arunaya Organics Limited

(Formerly Known as Arunaya
Organics Private Limited)

Sd/- Sd/-

Vinod Brijmohandas Agrawal Shivali Vinod Suvagiya
DIN: 02763617 DIN: 03210478

Managing Director Director