Aaradhya Disposal Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 12th Annual Report of Aardhya Disposal
Industries Limited ("The Company”), accompanied by the Audited Financial Statements for
the fiscal year ending March 31, 2025.

This report has been prepared in accordance with the Companies Act, 2013, including any
modifications or re-enactments currently in effect, as well as the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It
provides a comprehensive overview of the financial performance and significant
developments of the Company for the year under review.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The Financial Results of the Company for the year March, 31 2025 are summarized as
under:

Particulars	Current Year (in Rs.) 2024-2025	Previous Year (in Rs.) 2023 - 2024
Revenue from operations	1136914644.00	740159441.00
Other Income	29452105.00	22621105.00
Total Expenses [excluding interest & depreciation]	970856603.00	665120475.00
Profit before Interest, Depreciation & Tax	195510146.00	97660071.00
Less: Depreciation	24589706.00	13889164.00
Less: Finance Cost	29300756.00	17972606.00
Profit / (Loss) Before Tax	141619684.00	65798301.00
Less: Tax Expenses
1. Current Tax	37747996.00	10983052.00
2. Deferred Tax	3806318.00	9017222.00
Net Profit / (Loss) after Tax	96622790.00	46397877.00
Less : Provision for Dividend	0.00	0.00
Less : Provision for Dividend Distribution Tax	0.00	0.00
Add: Amount brought forward from Last Year	124608260.00	78210383.00
Balance carried forward to Balance Sheet	221231050.00	124608260.00

2. STATE OF COMPANY’S AFFAIRS / FUTURE OUTLOOK:

During the year under review, your Company has achieved total revenue and net profit of
Rs. 1166366749.00 and Rs. 96622790.00 respectively as against total revenue and net
profit of Rs. 762780546.00 and Rs. 46397877.00 respectively during the previous financial
year ended 31st March, 2024.

Your Directors expects to achieve better performance in the future and are taking maximum
efforts to optimize the results in the coming years.

The Company is focused on securing long-term growth and sustainability, supported by
strong visibility into short-term customer order flow and established processes to ensure
timely execution. Effective project management will be critical—not only for the successful
delivery of ongoing projects and new product launches but also for driving cost improvement
programs and other strategic initiatives. Maintaining high quality remains a top priority as the
Company strengthens existing customer relationships and seeks to attract new ones. Across
the entire value chain, the Company continues to take proactive measures to deliver
consistent value to all stakeholders and to reinforce its position as a leading player in the
sustainable paper packaging sector.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended
March 31, 2025.

6. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

However, the Company has received unsecured loans from directors and their relatives, in
compliance with applicable provisions. The details of such loans are disclosed in the Notes
to the Financial Statements.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company during the year under
review.

8. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

During the period under review, several key developments have positively influenced the
Company’s financial position and operational outlook.

Conversion of company from Private Limited to Public Limited

With a view to offer the equity shares of the Company to public, the Company was converted
from "Private Limited” to "Public Limited” and consequently the name of the Company be
changed from ‘Aaradhya Disposal Industries Private Limited’ to ‘Aaradhya Disposal
Industries Limited’ by deleting the word "Private” from the name of the Company at the
Extra-Ordinary General Meeting of the Company held on September 05, 2024. The Registrar
of Companies, issued a fresh certificate of incorporation consequent upon conversion to
public company on October 28, 2024.

Initial Public Offer:

During the period under review, your Company offered and issued 38,88,000 equity shares
of Rs. 10/- each to the public at a premium of Rs. 106/- per share to raise Rs. 4510.08 Lacs.

9. SHARE CAPITAL:

During the year under review, the company increased the Authorized Share Capital from
existing Rs. 5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 (Fifty Lacs) equity
shares of Rs. 10/- (Rupees Ten) each to Rs. 14,00,00,000/- (Rupees Fourteen Crore)
divided into 1,40,00,000 (One Crore Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten)
each.

The paid-up Equity share capital of Company as on 31st March 2025 is Rs. 10,25,00,000/-
(Ten Crore Twenty- Five Lacs) divided into 1,25,00,000 (One Crore Twenty-Five Lacs) equity
shares of Rs. 10/- (Rupees Ten) each.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or associate company; hence, Form AOC-1 is
not applicable. The provisions of Section 197(14) of the Companies Act, 2013 relating to
remuneration or commission from holding or subsidiary companies are not applicable to any
director during the financial year.

11. REVISION MADE IN FINANCIAL STATEMENTS/BOARD’S REPORT:

The Company has not revised the Financial Statements or Board’s Report in respect of any
of the three preceding financial years.

12. ANNUAL RETURN:

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act shall be
hosted on the website of the Company viz. https://www.aaradhyadisposalindustriesltd.in

13. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby
enhancing stakeholder value.

Composition of Board:

S. No.	Name	Category	Designation
1	Mr. Sunil Maheshwari	Promoter	Managing Director
2	Mr. Anil Maheshwari	Promoter	Executive Director
3	Mrs. Shashi Maheshwari	Promoter	Executive Director
4	Mr. Narender Tulsidas Kabra	Independent Director	Director
5	Mr. Dharmendra Pawar	Independent Director	Director
6	Mr. Siddharth Shankar Mahajan	Independent Director	Director

The composition of Board complies with the requirements of the Companies Act, 2013
("Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company is
exempted from the requirement of having composition of Board as per Regulation 17 of
Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
Section 165 of the Companies Act, 2013.

Changes in the Board Composition:

- In the Board Meeting held on 29th October, 2024:

Mr. Anil Maheshwari (DIN: 06684862) was appointed as the Chief Financial Officer
of the Company and Ms. Surabhi Modi as the Company Secretary and Compliance
officer of the Company with effect from 29th October, 2024.

- In the Extra-Ordinary General Meeting held on 15th November, 2024:

Mr. Sunil Maheshwari (DIN: 02611461) was appointed as Managing Director and
Mr. Narender Tulsidas Kabra (DIN: 06851212), Mr. Dharmendra Pawar (DIN:
08068916), Mr. Uttam Maheshwari (DIN: 10837759) and Mr. Siddharth Shankar
Mahajan (DIN: 10819584) as an Independent Non-Executive Director of the
Company, for a period of 5 (Five) years with effect from 15th November, 2024.

Changes in the composition of NRC & SRC Committee:

- In the Board Meeting held on 14th July, 2025:

Mr. Uttam Maheshwari (DIN: 10837759), Independent Director was resigned from the
Board of the Company with effect from July, 2025.

Appointment / Retirement by rotation and subsequent re-appointment:

- Mrs. Shashi Maheshwari (DIN: 06780841), Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible
has offered himself for re-appointment.

- Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the
Director and other related information has been detailed in the Notice convening the
ensuing AGM of the Company.

- The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and
Secretarial Standard, of the person seeking re-appointment/ appointment as Director are
also provided in Explanatory statements annexed to the Notice convening the 12th
Annual General Meeting.

Key Managerial Personnel (KMP):

S.No.	Name of the KMP	Designation
1	Mr. Anil Maheshwari	CFO
2	Ms. Surabhi Modi	Company Secretary & Compliance Officer

Independent Directors:

S.No.	Name of the Director	Date of Appointment	Date of Resignation
1	Mr. Narender Tulsidas Kabra	15/11/2024	-
2	Mr. Dharmendra Pawar	15/11/2024	-
3	Mr. Siddharth Shankar Mahajan	15/11/2024	-

Board Meetings:

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide
on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 10 times and in
respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

The details of attendance of each Director at the Board Meetings are as given below:

S.No.	Date of Meeting	Total No. of Directors as on date of meeting	No. of Directors attended	% of Attendance
1	10/05/2024	2	2	100
2	01/06/2024	2	2	100
3	08/07/2024	2	2	100
4	02/08/2024	2	2	100
5	27/08/2024	3	2	66.67
6	02/09/2024	3	2	66.67
7	05/09/2024	3	3	100
8	29/10/2024	3	3	100
9	18/11/2024	7	3	42.86

10

02/12/2024

7

7

100

The gap between two consecutive meetings was not more than one hundred and twenty
days as provided in Section 173 of the Act.

COMMITTEE DETAILS:

The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder:

AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee comprised of the following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
06851212	Mr. Narender Tulsidas Kabra	Chairman	Independent Director
08068916	Mr. Dharmendra Pawar	Member	Independent Director
02611461	Mr. Sunil Maheshwari	Member	Managing Director

Majority of the Members of the Committee are Independent Directors and possess
accounting and financial management knowledge. All the recommendations made by the
Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2025, the Nomination and Remuneration Committee comprised of the
following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
08068916	Mr. Dharmendra Pawar	Chairman	Independent Director
06851212	Mr. Narender Tulsidas Kabra	Member	Independent Director
10819584	Mr. Siddharth Shankar Mahajan	Member	Independent Director

Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary, benefits,
perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and Remuneration Committee within the salary
scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31^st March 2025, the Stakeholder Relationship Committee comprised of following
Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
10819584	Mr. Siddharth Shankar Mahajan	Chairman	Independent Director
02611461	Ms. Sunil Maheshwari	Member	Independent Director
06684862	Mr. Anil Maheshwari	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2025, the Corporate Social Responsibility Committee comprised of
following Members:

DIN	Name of the Director	Designation in Committee	Nature of Directorship
06851212	Mr. Narender Tulsidas Kabra	Chairman	Independent Director
02611461	Ms. Sunil Maheshwari	Member	Non-Executive Director
06684862	Mr. Anil Maheshwari	Member	Managing Director

14. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation
issued by SEBI, the Board of Directors of your Company carried out a formal annual
evaluation of its own performance and of its committees and individual directors. The
process was conducted by allowing the Board to engage in candid discussions with each
Director with the underlying objective of making the best possible decisions in the interest of
the Company and its stakeholders. The Directors were individually evaluated on parameters
which, inter alia, comprised of, level of engagement, their contribution to strategic planning,
and other criteria based on performance and personal attributes of the Directors. During the
process of evaluation, the performance of the Board was evaluated by the Board after
seeking inputs from all the Directors. The performance of the committees was evaluated by
the Board after seeking inputs from the respective Committee members on the basis of
criteria such as the composition of committees, effectiveness of the committees, structure of
the committees and meetings, contribution of the committees, etc. The Board evaluated the
performance of the individual director based on the criteria as per the aforesaid Guidance
Note of SEBI and evaluation criteria framed by the Nomination and Remuneration
Committee.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they
continue to meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the
Independent Directors, Board is of the opinion that the Independent Directors fulfil the
conditions specified in the Act and Listing Regulations and are independent of the
Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by
including/ registering their names in the data bank of Independent Directors maintained with
Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and
experience, including the proficiency required to effectively discharge their roles and
responsibilities in directing and guiding the affairs of the Company.

16. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF
INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry
scenario, the socio-economic environment in which the Company operates, the business
model, the operational and financial performance of the Company, significant developments
so as to enable them to take well informed decisions in a timely manner. The familiarization
program also seeks to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (‘the Act’) your
Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;

b. the directors had 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 financial year and of the
profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had 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. 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.

18. AUDIT AND AUDITORS:

i. Statutory Auditors and their report:

The Members of the Company are informed that M/s. S R A M & CO., Chartered
Accountants, Indore (Firm Registration No. 08244C), the Statutory Auditors of the Company,
retire at the conclusion of the ensuing Annual General Meeting ("AGM”) and are eligible for
re-appointment.

It is proposed to re-appoint M/s. S R A M & CO., Chartered Accountants, Indore, as the
Statutory Auditors of the Company for a further period of five (5) years, commencing from the

conclusion of this AGM until the conclusion of the AGM to be held in the calendar year 2030,
on such remuneration as may be decided by the Board of Directors in consultation with the
Auditors.

The Company has received a certificate from the said Auditors confirming their eligibility and
willingness for re-appointment, and affirming that their re-appointment, if made, would be in
accordance with the provisions of Section 139 read with Section 141 of the Companies Act,
2013.

ii. Secretarial Auditors and their report:

For the financial year ending March 31, 2026, the Board of Directors has appointed M/s
Agrawal & Maheshwari, Practising Company Secretaries, as the Secretarial Auditors of the
Company to conduct the Secretarial Audit.

iii. Internal Auditors

For the financial year ending March 31, 2026, the Board of Directors has appointed M/s
Nidhi Manish Rathi & Co., Chartered Accountants (Firm Registration No. 012951C), as the
Internal Auditors of the Company to conduct the Internal Audit.

19. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, the Secretarial Auditors, the Cost
Auditors and the Internal Auditors have not reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers or
employees.

20. PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the
prescribed limits as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Accordingly, the particulars of employees required under Rule 5(3) are not applicable;
however, such information, if sought, will be made available to any member on request in
accordance with Section 136(1) of the Act.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee in accordance
with Section 135 of the Companies Act, 2013, the details of which have been stated
aforesaid in this Board Report. The Company has adopted its Corporate Social
Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the
Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The
CSR Policy deals with objectives, scope/areas of CSR activities, implementation and
monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded
and available on the website of the Company and the web link of the same is
www.aaradhyadisposalindustriesltd.in.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules
made thereunder, the Company was required to spend Rs.7,05,599/- towards Corporate
Social Responsibility (CSR) activities during the financial year 2024-25, representing at least

2% of the average net profits of the Company earned during the three immediately
preceding financial years.

During the year, the Company spent Rs.6,67,000/- on CSR activities. The balance unspent
amount of Rs.38,599/-, pertaining to ongoing projects, will be spent subsequently upto
September 2025.

The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company
on CSR activities during the year under review and details regarding CSR Committee are
annexed to this Directors’ Report.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis
Report, which forms part of this Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

The Company has not advanced any loans, provided any guarantee, or made investment
under section 186 of the Companies Act, 2013 during the period under review.

24. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contract/arrangements entered into with the related parties for the year under
review hence Form AOC-2 is not applicable.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation
of energy, technology absorption, etc. are as mentioned below:

i. Conservation of Energy:

Steps taken or impact on conservation of energy	The Company lays great emphasis on saving consumption of energy. Achieving
Steps taken by the company for utilizing alternate sources of energy	reductions in energy consumption is an ongoing exercise in the Company. Effective
Capital investment on energy conservation equipment	measures have been taken to minimize the loss of energy, wherever possible.

ii. Technology Absorption:

Efforts made towards technology absorption	Nil
Benefits derived like product improvement, cost reduction, product Nil development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

iii. Foreign Exchange Earnings and Outgo:

In compliance with the Companies (Accounts) Rules, 2014, the following details of foreign
exchange earnings and expenditures for the financial year are provided:

S. No.	Particulars	(Amount in Lacs)
(a)	Foreign exchange earnings	13.85
(b)	Foreign exchange outgo	0.00

26. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust internal financial control system appropriate to its
size and business nature, and is committed to continually enhancing these control
processes. These systems offer reasonable assurance regarding the accuracy of financial
and operational information, compliance with applicable laws, protection of the Company’s
assets, and adherence to corporate policies.

The internal financial controls are sufficient to ensure the accuracy and completeness of
accounting records, timely and reliable financial reporting, prevention and detection of fraud
and errors, and protection of assets. They also ensure that business operations are
conducted in an orderly and efficient manner. The Audit Committee regularly assesses the
adequacy of these controls. Throughout the year, the controls were tested, and no significant
material weaknesses were identified. Additionally, the system guarantees that all
transactions are properly authorized, recorded, and reported.

27. RISK MANAGEMENT:

The Company has established a Risk Management policy to address business-related risks,
including those from new products, information security, and digitization. A comprehensive
risk management framework is in place to identify, monitor, and mitigate risks, with ongoing
evaluation and remediation efforts. Internal controls and periodic audits ensure reliable
financial reporting and legal compliance. The Company remains dedicated to a strong risk
management framework, regularly reviewing and updating processes to promptly address
emerging risks.

Our internal control encompasses various management systems, structures of organization,
standards, and codes of conduct which are all put together to help manage the risks
associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is
reviewed at periodical intervals. If any weaknesses are identified in the process of review the
same are addressed to strengthen the internal controls which are also revised at frequent
intervals. Some of the risks that may pose challenges are set out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

28. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)’ are not

applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is
listed on the SME Exchange.

29. LISTING STATUS:

The Company’s equity shares are listed on SME Platform of National Stock Exchange of
India Limited (“NSE EMERGE”) w.e.f. 11^th August 2025.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.
During the year under review, the following is the summary of Sexual Harassment
complaints received and disposed of during the year under review.

Number of complaints pending as on the beginning of the financial year - Nil

Number of complaints filed during the financial year - Nil

Number of complaints pending at the end of the financial year - Nil

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company.

32. OTHER DISCLOSURES:

1. The Company does not have any Employee Stock Option Scheme & Employee Stock
Purchase Scheme for its Employees/ Directors.

2. The Company has not issued sweat equity shares and shares with differential rights as
to dividend, voting or otherwise.

3. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General Meetings, issued by the Institute of
Company Secretaries of India.

4. There were no significant or material orders passed by the regulators or courts or
tribunals which could impact the going concern status of the Company and its future
operations.

5. There are no applications made or proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

6. The Company has not entered into one time settlement with any Banks or Financial
Institutions during the year. Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan is not applicable.

33. MATERNITY BENEFITS ACT, 1961:

During the year under review the company has complied with all applicable provisions of the
Maternity Benefit Act, 1961. All eligible employees have been extended the prescribed
benefits in accordance with the law, and the Company continues to uphold its commitment to
the health and well-being of its women employees during and after maternity.

34. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation and
support extended to the Company by government authorities, customers, vendors,
regulators, banks, financial institutions, rating agencies, stock exchanges, depositories,
auditors, legal advisors, consultants, business associates, members and other stakeholders
during the year. The Directors also convey their appreciation to employees at all levels for
their contribution, dedicated services and confidence in the management.

For Aaradhya Disposal Industries Limited

Sd/- Sd/-

Sunil Maheshwari Shashi Maheshwari

Managing Director Director

(DIN: 02611461) (DIN: 06780841)

September 5, 2025
Dewas

---

Mar 31, 2024

Your Directors are pleased to present the 31^st Board''s Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditor''s Report for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 are summarized as below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	6865.83	6483.64	8096.18	7091.26
Other Income	641.51	300.30	652.39	321.58
Total Income	7507.34	6783.94	8748.57	7412.84
Total Expenses	7245.08	6597.21	8481.89	7225.08
Profit Before Exceptional and Extra Ordinary Items and Tax	262.26	186.73	266.68	187.76
Exceptional Items	0.00	0.00	0.00	0.00
Profit before Extra-Ordinary Items and Tax/ Profit Before Tax	262.26	186.73	266.68	187.76
Tax Expense: Current Tax	84.85	57.61	84.85	57.82
Deferred Tax	14.04	(6.77)	14.05	(6.77)
Total Tax expense	98.89	50.84	98.90	51.05
Profit for the Period	163.37	135.89	167.78	136.71
Earnings Per Share (EPS)
Basic	0.18	0.15	0.19	0.16
Diluted	0.18	0.15	0.19	0.16

2. OPERATIONS:• Standalone Basis:

The total Income for Financial Year 2024-25 was Rs. 7507.34 Lakhs compared to the total Income of Rs. 6783.94 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit before tax for Financial Year 2024-25 of Rs. 262.26 Lakhs as compared to Profit before tax of Rs. 186.73 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 163.37 Lakhs as compared to Net Profit after tax Rs. 135.89 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

• Consolidated Basis:

The total Income for Financial Year 2024-25 was Rs. 8748.57 Lakhs compared to the total Income of Rs. 7412.84 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit before tax for Financial Year 2024-25 of Rs. 266.68 Lakhs as compared to Profit before tax of Rs. 187.76 Lakhs for previous Financial Year. The Net Profit after tax

for the Financial Year 2024-25 is Rs. 167.78 Lakhs as compared to Net Profit after tax Rs. 136.71 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March

31, 2025 is available on the Company''s website at www.groupaki.com.

5. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

• The authorized share capital of the Company as on 31^st March, 2025 is Rs. 25,00,00,000.00/- (Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs. 2.00/- (Rupees Two Only) each.

B. PAID-UP SHARE CAPITAL:

• During the year under the review, paid-up share capital of the Company is increased from Rs. 17,15,28,348.00/- (Rupees Seventeen Crores Fifteen Lakhs Twenty-Eight Thousand Three Hundred Forty-Eight Only) divided into 8,57,64,174 (Eight Crores Fifty-Seven Lakhs Sixty-Four Thousand One Hundred Seventy-Four Only) Equity Shares of Rs. 2.00/- (Rupees Two Only) each to Rs. 17,70,64,348.00/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) divided into 8,85,32,174 (Eight Crores Eighty-Five Lakhs Thirty-Two Thousand One Hundred Seventy-Four) Equity Shares of Rs. 2.00/- (Rupees Two Only) each, was affected through allotment of equity shares on a preferential basis in the Board Meeting held on 28^th June, 2024.

• After the completion of the Financial Year 2024-25, the paid-up share capital of the Company increased from Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) divided into 8,85,32,174 (Eight Crores Eighty-Five Lakhs Thirty-Two Thousand One Hundred Seventy-Four) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 20,64,11,912/-(Rupees Twenty Crores Sixty-Four Lakhs Eleven Thousand Nine Hundred and Twelve only) divided into 10,32,05,956 (Ten Crores Thirty-Two Lakhs Five Thousand Nine Hundred and Fifty-Six) Equity shares of Rs. 2/- (Rupees Two Only) each, was affected through allotment of equity shares on a preferential basis in the Board Meeting held on 9^th June, 2025.

6. ALLOTMENT OF SHARES:A. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:

During the year under review, the Company had allotted 27,68,000 Equity shares pursuant to conversion of warrants on Preferential basis having face value of Rs. 2.00/-each, at an issue price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share) in the Board Meeting held on 28^th June, 2024.

After the completion of Financial Year 2024-25, the Company had allotted 1,46,73,782 Equity shares pursuant to conversion of warrants on Preferential basis having face value of Rs. 2.00/- each, at an issue price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share) in the Board Meeting held on 9^th June, 2025.

7. DIVIDEND:

To conserve resources for future prospect and growth of the Company, your Directors regret to declare any dividend for the Financial Year 2024-25 (Previous Year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

10. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:

The Company has a Subsidiary Company i.e. AKI UK Limited. The Company has complied with all compliance related to its Subsidiary Company. The Company has policy for determining “Subsidiary Company” which is uploaded on the website of the Company.

Statement containing salient features of the Financial Statement of Associate pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure I.

11. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• ALLOTMET OF EQUITY SHARES PURSUANT TO CONVERTIBLE WARRANTS:

During the year, on 28^th June, 2024, the Company, pursuant to a resolution passed at its Board Meeting allotted 27,68,000 (Twenty-Seven Lakhs Sixty-Eight Thousand) Equity shares upon conversion of warrants into Equity shares on a Preferential basis having face value of Rs. 2.00/- (Rupees Two Only) each and were issued at a price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 17,15,28,348/- (Rupees Seventeen Crores Fifteen Lakhs Twenty-Eight Thousand Three Hundred Forty-Eight Only) to Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only).

After the Completion of Financial Year 2024-25 on 9^th June, 2025, the Company, pursuant to a resolution passed at its Board Meeting, allotted 1,46,73,782 (One Crore Forty-Six Lakhs Seventy-Three Thousand Seven Hundred and Eighty-Two) Equity shares upon conversion of warrants into Equity shares on a Preferential basis having face value of Rs. 2.00/- (Rupees Two Only) each and were issued at a price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) to 20,64,11,912 (Twenty Crore Sixty-four Lakhs Eleven thousand Nine Hundred and Twelve)

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (Seven) times viz. 28^th May, 2024, 28^th June, 2024, 14^th August, 2024, 7^th September, 2024, 18^th October, 2024, 13^th

November, 2024, and 14^th February, 2025.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

b. The Directors had 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 financial year and of the profit of the Company for the financial year ended on 31^st March, 2025.

c. The Directors had 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;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

£ 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.

15. CORPORATE SOCIAL RESPONSIBILITY fCSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

16. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:i. Auditors'' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

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

a) Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 / 172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2023-24.

Reply:

The Company does not fall under the criteria specified for classification as a "Large Corporate" as per the definitions provided in the circular. Therefore, the requirement to submit the Annual Disclosure in the prescribed format does not arise.

b) During the period under review, it was noted that the Company had appointed an Independent Director who was not registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) at the time of appointment, as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Reply:

The registration of Independent Directors has not been completed in the database due to a technical issue in the system. The matter has been identified, and the necessary steps are being taken to resolve it at the earliest. Once the issue is rectified, the registration will be completed accordingly.

c) The Company has not filed Form DPT-3 for the financial year ended 31st March, 2024, as required under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, read with Section 73 of the Companies Act, 2013.

Reply:

The filing of DPT-3 was inadvertently overlooked. We acknowledge this oversight and would like to assure you that the company is in the process of completing the necessary filing. We will ensure that the required form is filed promptly and in full compliance with the applicable regulations.

All the observations made by the Secretarial Auditors in their report, including those referred to above, are self-explanatory and do not call for any further comments from the Board.

17. PARTICULARS OF LOANS. GUARANTEES. SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

During the year Company has made investments under the provisions of section 186 of the Companies Act, 2013 and disclosures for the said investment is provided in the notes to financial statement.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure - II.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure III.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed

effectively and are operating as intended.

During the year, no reportable material weakness was observed.

21.	RESERVES & SURPLUS:		(Amount in Lakhs)
	Sr. No.	Particulars	Amount
	1.	Balance at the beginning of the year	250.84
	2.	Current Year''s Profit	163.37
	3.	Other Adjustment	(0.84)
	4.	Bonus Share Issued	0.00
	5.	Adjustment for Income Tax	(19.30)
	6.	Expenses not Allowable	0.00
	7.	Security Premium	3637.64
	8.	Share Warrants Money received	686.37
	Total		4718.08

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Foreign Exchange Earnings and Outgo:		(Amt in Lacs)
Sr. No	Foreign exchange earnings and outgo:	F.Y. 2024-25
a.	Foreign exchange earnings	3780.95
b.	CIF Value of Imports	477.79
c.	Expenditure in foreign currency	344.87

24. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.groupaki.com.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

27. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. 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 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

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:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) 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

The Directors expressed their satisfaction with the evaluation process.

29. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

The Company has not taken Loan from Director and Relative of Director.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Ms. Sameena Asad Iraqi	Whole-time Director	01668732
2.	Mr. Mohammad Ajwad1	Managing Director	07902475
3.	Mr. Mohammad Asjad	Non-Executive and Non-Independent Director	10052579
4.	Mr. Aslam Saeed2	Non-Executive and Independent Director	00996483
5.	Mr. Javed Iqbal2	Non-Executive and Independent Director	01335862
6.	Mr. Raj Krishna Agrawal2	Non-Executive and Independent Director	08018396
7.	Ms. Divya Srivastava	Company Secretary & Compliance Officer	FRFPS5050F
8.	Mr. Asad Kamal Iraqi	Chief Executive Officer	AAAPI9913Q
9.	Mr. Prabodh Sharma	Chief Financial Officer	ANSPS8312E

¹ Change in designation of Mr. Mohammad Ajwad from Whole-time Director to Managing Director of the Company w.e.f. 7^th September, 2024.

² Re-appointment of Mr. Javed Iqbal, Mr. Aslam Saeed and Mr. Raj Agarwal as Non-Executive and Independent Director of the Company w.e.f. 7^th September, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Aslam Saeed, Mr. Javed Iqbal and Mr. Raj Agarwal, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure IV.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:A. Statutory Auditor:

M/s. R K Parmarthi & Co., Chartered Accountants, Kanpur (Firm Registration No. 001121C), were appointed as the Statutory Auditors of the Company for the Financial year 2024-25.

The Board of Director of the Company has been appointed M/s. R K Parmarthi & Co., Chartered Accountants, (FRN: 001121C) as the Statutory Auditor of the Company as on 18^th October, 2024.

The Auditor''s report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Jitendra Parmar, Proprietor of M/s. Jitendra Parmar & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure V in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. Shaunak Mall & Associates., (FRN: 004072) Cost Accountant, Kanpur, as the internal auditor of the Company for the Financial Year 202425. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

8. DISCLOSURES:A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 28^th May, 2024, 14^th August, 2024, 18^th October, 2024, 13^th November, 2024, and 14^th February, 2025 the attendance records of the members of the Committee are as follows:

	Name		Status		No. of the Committee Meetings entitled		No. of the Committee Meetings attended
	Mr. Javed Iqbal		Chairperson		5		5
	Mr. Aslam Saeed		Member		5		5
	Mr. Raj Krishna Agrawal		Member		5		5
B.	Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 7th September, 2024 and the attendance records of the members of the Committee are as follows:
	Name	Status		No. of the Committee Meetings entitled		No. of the Committee Meetings attended
	Mr. Raj Krishna Agrawal	Chairperson		1		1
	Mr. Aslam Saeed	Member		1		1
	Mr. Javed Iqbal	Member		1		1

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated below, was held on 7^th September, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Aslam Saeed	Chairperson	1	1
Mr. Javed Iqbal	Member	1	1
Mr. Raj Krishna Agarwal	Member	1	1
Ms. Sameena Asad Iraqi	Member	1	1

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

40. 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.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

42. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the Company is ISIN: INE642Z01026. Presently shares are held in electronic mode.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.