Directors Report of Kalind Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the Thirty-first (31st) Annual Report together with the Standalone and
Consolidated Audited Financial Statements of the Company for the financial year ending 31st March 2025 (
"Current
Financial Year" or "Financial Year under Review"
).

Takeover of the Company by New Management and New Promoters:

Before mulling over to the various parts of Board of Directors and Annual Report, your Board of Directors would like
to brief you about the recent takeover of the Company by new promoters and management of the Company. Pursuant
to Share Purchase Agreement dated 2nd December, 2024, executed between Mr. Deniis Desai (hereinafter referred to
as "Seller" or "Existing Promoter") and Mr. Ayush Dharmendrabhai Jasani, Mr. Dharmendrabhai Becharbhai Jasani
and Mr. Yagnik B. Tank (collectively referred to as "Acquirers" or "New Promoters") the Previous Promoters of the
Company have transferred 21,05,000 fully paid up equity shares of Rs.10/- each of Arunis Abode Limited to Acquirers.
Further pursuant to the said acquisition the Open Offer under SEBI (SAST) Regulations, 2011 was given to the public
shareholders of the Company.

The new management and promoters of the Company, having rich experience in the business of earth moving equipment,
have added the new line of business in to the Company i.e. of renting and dealing of earth moving equipment. The
requisite approval of Shareholders of the Company was sought by way of Postal Ballot and Registrar of Companies,
Ahmedabad, Gujarat has issued the Certificate of Registration of Special Resolution altering the Main Objects of the
Company, in this regard. Accordingly, the new management of the Company will be focusing more on the business of
earth moving equipment, rather than the earlier business of construction and development.

Your Board of Directors of the Company would like to bring to your notice that even though the Company is currently
carrying on the business of earth moving equipment, the financial results of 31st March, 2025 reflects the business
income earned by carrying on the activities of Construction and Development, which were carried on by the previous
management of the Company.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the financial year ended 31st March 2025 is summarized below:

(Rs. In 000)

Particulars

Standalone

Consolidated

For the financial
year ended
31-03-2025

For the financial
year ended
31-03-2024

For the financial
year ended
31-03-2025

For the financial
year ended
31-03-2024

Revenue from Operations

1.38

12,189.96

1.38

12,189.96

Other Income

4846.28

4,463.54

5159.36

4,899.95

Total Income

4847.66

16,653.50

5160.74

17,089.91

Profit before Interest,
Depreciation, and taxes

(2929.51)

10,686.83

(2,786.43)

10,969.55

Less: Depreciation and
amortization expense

1313.04

1,752.37

1313.04

1,752.37

Less: Interest

679.9

3,233.80

679.9

3,233.80

Profit / (Loss) before tax

(4922.45)

5,700.66

(4779.37)

5,983.38

Less: Provision for taxation
(including deferred tax)

(3267.5)

1,407.50

(3255.84)

1,423.70

Share of profit/(loss) of
associate

-

-

-

(617.90)

Profit / (Loss) after tax

(1654.95)

4,293.16

(1523.53)

3,941.78

2. CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules,
2014 and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (
"Listing
Regulations"
), the Company has prepared Consolidated Audited Financial Statements consolidating financial
statements of Arunis Edifice Private Limited and Arunis Realties Private Limited with its financial statements in
accordance with the applicable provisions of Indian Accounting Standards ("
Ind-AS").

The Consolidated Audited Financial Statements along with the Independent Auditors'' Report thereon are annexed
and form an integral part of the Annual Report. Further, a copy of the annual report will be made available on the
website of the Company at www.arunis.in.

3. NATURE OF BUSINESS:

Post takeover of the Company by new management and new promoters, the Company has focused its operations
into the leasing and renting of heavy earth-moving equipment as well as civil works. These strategic transitions
have enabled the Company to adapt to evolving market opportunities and expand its business portfolio.

Our Company is currently operating in India through its office located in Surat, Gujarat.

Our Company provides on a contract, lease, hire and rental basis, a large and sophisticated fleet of earth-moving
equipment such as excavators, dozers, backhoe loaders, loaders, skid loaders, industrial vacuum cleaners, road
sweeper machines, all types of cranes and other related machineries. We provide licensed professionals and
personnel for operating such machineries. Our Company also offers comprehensive repair and maintenance for
such machineries with our own team of mechanics, alongside consultancy, support, and technical services. Our
Company also specializes in expansion and fabrication projects for a wide range of industrial facilities, including
factories and refinery plants. Beyond such major undertakings, we also provide comprehensive mechanical works
ranging from welding services to manpower supply. We also provide other materials for the civil works including
equipment, steel, cement, etc. as per the needs of the customers. Our commitment extends to delivering various
other tailored solutions, ensuring all customer needs are met with precision and excellence, reinforcing our
position as a versatile and reliable partner in industrial development.

During the year 2024-25, the Company was engaged in the field of real estate activities. These include acquiring,
developing, and managing properties such as townships, housing and commercial premises, hotels, resorts,
hospitals, educational institutions, and recreational facilities.

4. OPERATIONAL PERFORMANCE:

Following the takeover and the subsequent strategic shift in focus, the Company''s operational performance is
now primarily driven by its new core business activities: the leasing and renting of heavy earth-moving equipment
and civil works. This strategic pivot has streamlined our operations and positioned the Company for future growth
in these specialized sectors.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the current financial year.

6. DIVIDEND:

To strengthen the financial position of the Company and after considering the relevant circumstances, the Board
of Directors of your Company has decided that it would be prudent, not to recommend any Dividend for the
Financial Year under Review.

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

After the closure of Financial Year 2024-25 the Board of Directors of the Company vide Board Resolution dated
08th August, 2025 approved and declared Interim Dividend of 10% i.e. Rs.1/- (Rupees One Only) per Equity
Shares of face value of Rs.10/- (Rupees Ten Only) each for the Financial Year 2025-26 pursuant to Section 91
of Companies Act, 2013 and applicable rules thereunder and Regulation 42 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

7. SUBSIDIARY, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As on 31st March 2025, Arunis Edifice Private Limited was an Associate Company and Arunis Realties Private
Limited was a Wholly Owned Subsidiary of the Company.

A statement containing salient features of the financial statements of Arunis Realties Private Limited and Arunis
Edifice Private Limited in Form AOC - 1 is annexed as
Annexure - I and forms part of this report.

During the financial year under review, the Company had no joint venture.

After the closure of financial Year 2024-25 the Board of Directors passed a resolution on April 17, 2025, disposed
of its entire investment in both entities.

Consequently, with effect from April 17, 2025, Arunis Realties Private Limited ceased to be a Wholly Owned
Subsidiary and Arunis Edifice Private Limited ceased to be an Associate Company of the Company.

8. DEMATERIALIZATION OF SHARES:

As on 31st March 2025, there are 24,79,270 Equity Shares dematerialized through depositories viz. National
Securities Depository Limited and Central Depository Services (India) Limited, which represents about 82.64% of
the total issued, subscribed and paid-up capital of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as mentioned below, no material changes and commitments which could affect the Company''s financial
position, have occurred between the end of the financial year of the Company and the date of this report.

I. Right Issue of Equity Shares:

After the closure of financial year, The Board of Directors of the Company passed the Board resolution dated
25th July, 2025 for the issue of fully paid up Equity Shares of the Company of face value of Rs. 10/- each
(the "Equity Shares") for an amount not exceeding Rs. 6,048 Lakhs by way of Rights Issue to the eligible
Shareholders of the Company in accordance with applicable laws, including the Companies Act, 2013,
as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (the "SEBI ICDR Regulations"), as amended, subject to such regulatory and statutory
approvals, as may be relevant under the applicable laws in the following manner:

i. instrument being issued: Fully paid-up Equity Shares of Face Value of ?10/- each.

ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully Paid-Up Equity Shares of Face Value of Rs.10/-
each.

iii. Rights issue Price: Rs.12.60/- per Rights Equity Share (including premium of Rs.2.60/- each) payable
on application.

iv. Rights Issue Size: Rs.6,048 Lakhs* in total, considering the amount payable on application.
*Assuming full subscription with respect to Rights Equity Shares

v. Rights Entitlement Ratio: 16 (Sixteen) Rights Equity Shares for every 1 (One) Fully Paid Equity Share
held by eligible shareholders as on the Record Date.

vi. Record date: For the purpose of determining the shareholders eligible to apply for the equity shares in
the Rights Issue as Tuesday, 26th August, 2025 ("Record Date").

A Rights Issue Committee has been formed to oversee the issuance, offer, and allotment of these
equity shares.

The net proceeds from this rights issue are intended for two primary purposes:

• Acquiring 100% shareholding in Prasad Earth Movers Private Limited.

• Acquiring the business of Kalind Earth Movers.

Benefits of Acquisitions:

a) Expansion of business line

b) Increase in customer base

c) Experienced Management and Skilled Talent

d) Contracts and Asset Portfolio

II. ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

There was no alteration in the Memorandum of Association of the Company during the year.

After the closure of financial Year, the following alterations were made to the Memorandum of Association
of the Company:

a) Alteration of Capital Clause of the Company:

The Authorised Share Capital of the Company has been increased from Rs.7,50,00,000/- (Rupees Seven
Crore and Fifty Lakh only), divided into 75,00,000 Equity Shares of Rs.10/- each, to Rs.52,00,00,000/-
(Rupees Fifty-Two Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/- each. This change was
approved via an Ordinary Resolution passed on 12th June, 2025, through a postal ballot and remote
E-voting process.

b) Alteration of Object Clause of the Company:

The Main Object Clause 3(A) of the Memorandum of Association has been altered by adding the
following new objects. This change was approved via Special Resolution passed on 12th June, 2025,
through a postal ballot and remote E-voting process.

"To carry on the business of providing earth-moving equipment such as Excavators, Dozers, JCBs, Loaders,
Skid Loaders, Industrial Vacuum Cleaners, Road Sweeper Machines, all types of Cranes, and other related
machinery on a contract, lease, hire, and rental basis in India or elsewhere. Additionally, to undertake civil
works, infrastructure development, construction projects, and labor-related services, including but not
limited to manpower supply, site preparation, earthworks, and project management services, and to provide
maintenance services for the same.

To undertake all necessary activities to promote the lease, hire, and rental of earth-moving machinery, as
well as the repair and maintenance of such machinery, including providing related consultancy, support, and
technical services".

III. Change of Registered office and Corporate Office of the Company:

a) Registered office:

The registered office of the Company has been shifted from existing House, Survey No. 2523, Coastal
Highway, Umersadi, Valsad, Killa Pardi, Gujarat, India-396125 TO 706, 7th Floor, IBC (International
Business center), Dumas Road, Piplod, Surat, Gujarat-395007 by way of postal ballot through remote
e-voting process by members of the Company with effect from 12th June, 2025.

b) Corporate Office:

The corporate office of the Company has been shifted from Office no 501 FP No 765 TPS 111 JN, Off
SV Road and Kora Kendra Road, Borivali West, Mumbai - 400092 Maharashtra, India to 706, & 7th Floor
International Business Center, Piplod, Gaurav Path Road, Dumas Road, Piplod, Surat - 395007 Gujarat,
India with effect from 13th June 2025.

10. share CAPITAL OF the company:

During the financial year under review, there was no change in the capital of the Company.

i. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31st March, 2025 is Rs.7,50,00,000/- (Seven Crores and
Fifty Lakhs only) divided into 75,00,000 (Seventy Five Lakhs) Equity Shares of Rs.10/- each. During the year
under review, there was no change in the authorised capital of the Company.

Subsequent to the close of the financial year, the Company''s Authorized Share Capital was increased from
Rs.7,50,00,000/- (Rupees Seven Crores Fifty Lacs Only) divided into 75,00,000 (Seventy Five Lacs Only) Equity
Shares of Rs.10/- (Rupees Ten Only) each to Rs.52,00,00,000/- (Rupees Fifty Two Crores Only) divided into
5,20,00,000 (Five Crores Twenty Lacs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each by way of ordinary
resolution dated 12th June, 2025 passed through postal ballot.

The capital clause of the Company''s Memorandum of Association has been amended to reflect this change.

ii. Issued, Subscribed and Paid-up Equity Share Capital:

The issued, subscribed, and paid-up equity share capital of your Company as on 31st March 2025 was
Rs.3,00,00,000/- (Rupees Three Crore Only) divided Into 30,00,000 (Thirty Lacs Only) Equity Shares having
Face Value of Rs.10/- (Rupees Ten Only) each fully paid up. The said shares are listed on BSE Limited
("BSE").

iii. Issue of equity shares with differential rights:

The Company has not issued any shares with differential rights during the financial year under review.
iV. issue of sweat equity shares

The Company has not issued any sweat equity shares during the financial year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

V. Preferential issue of Equity Shares:

The Company has not made any preferential issue of Equity Shares.

Vi. ESOP Allotment:

The Company does not have any employee stock option scheme or employee stock purchase scheme.
Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 has been furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4)
of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

VII. Right Issue of Equity Shares:

The Company has not made any Right Issue of Equity Shares during the financial year.

After the closure of financial year, the Board of Directors of the Company passed the Board Resolution dated
25th July, 2025 for the issue of fully paid up Equity Shares of the Company of face value of Rs. 10/- each (the
"Equity Shares") for an amount not exceeding Rs. 6,048 Lakhs by way of Rights Issue to the existing eligible
Shareholders of the Company in accordance with applicable laws, including the Companies Act, 2013,
as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (the "SEBI ICDR Regulations"), as amended, subject to such regulatory and statutory
approvals, as may be relevant under the applicable laws in the following manner:

i. instrument being issued: Fully paid-up Equity Shares of Face Value of Rs.10/- each.

ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully Paid-Up Equity Shares of Face Value of Rs.10/-
each.

iii. Rights issue Price: Rs.12.60/- per Rights Equity Share (including premium of Rs.2.60/- each) payable
on application.

iv. Rights Issue Size: Rs.6,048 Lakhs* in total, considering the amount payable on application. *Assuming
full subscription with respect to Rights Equity Shares

v. Rights Entitlement Ratio: 16 (Sixteen) Rights Equity Shares for every 1 (One) Fully Paid Equity Share
held by eligible shareholders as on the Record Date.

vi. Record date: For the purpose of determining the shareholders eligible to apply for the equity shares in
the Rights Issue as Tuesday, 26th August, 2025 ("Record Date").

A Rights Issue Committee has been formed to oversee the issuance, offer, and allotment of these equity
shares.

The net proceeds from this rights issue are intended for two primary purposes:

• Acquiring 100% shareholding in Prasad Earth Movers Private Limited.

• Acquiring the business of Kalind Earth Movers.

Benefits of Acquisitions:

a) Expansion of business line

b) Increase in customer base

c) Experienced Management and Skilled Talent

d) Contracts and Asset Portfolio

11. LOANS, GUARANTEES, OR INVESTMENTS:

Details of other Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are provided in the notes to the financial statements.

12. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details
to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.

13. management discussion and analysis REPORT:

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report for the year, as stipulated under the Listing
Regulations is presented in a separate section and forms an integral part of the Annual Report.

14. REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15 (2) of the Listing Regulations, the compliance with the Corporate Governance
provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation
46 and para C, D and E of Schedule V shall not apply to a listed entity paid up equity share capital not exceeding
Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous
financial year.

As of the last day of the previous financial year, the paid-up equity share capital and Net worth of the Company
were below the threshold limits as stated above, therefore, the provisions as specified in Regulations 17 to 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable
to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance
with conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues
to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

15. RETIREMENT BY ROTATION:

Mr. Yagnik Bharatkumar Tank (DIN: 10835016), Managing Director of the Company retires by rotation at the
forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the
Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ re-appointed, as
required to be disclosed under Regulation 36(3) of the Listing Regulations is furnished along with the Explanatory
Statement to the Notice of the 31st AGM.

Board recommends his re-appointment to the members for consideration in the ensuing 31st Annual General
Meeting.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES IF ANY:

I. Composition of Board of Directors and key managerial personnel

The following named personnel are the Directors and KMP''S of the Company as on 31st March 2025 as per
Section 203 of the Companies Act, 2013:

Sr. No.

Name

Designation

1.

Mr. Yagnik Bharatkumar Tank

Managing Director

2.

Mrs. Leena Desai

Women Independent Director

3.

Mrs. Megha Vikram Khanna

Women Independent Director

4.

Mr. Deniis Desai

Director

5.

Ms. Heena Banwari Lal Gupta

Chief Financial Officer

6.

Mrs. Garima Mandhania

Company Secretary and Compliance Officer

II. Changes in the directors during the year under review:

During the period under report, the following changes took place in the composition of Directors and KMP

of the Company:

• Mr. Deniis Desai (DIN: 02904192) was appointed as an Additional Director of the Company w.e.f., 26th
March, 2024 on a recommendation of Nomination and Remuneration Committee for a period of 5
years and regularized in the 30th Annual general Meeting held on 18th September, 2024.

• Mr. Yagnik Bharatkumar Tank was appointed as an additional Director (Executive) of the Company with
effect from 07th February, 2025 in accordance with the provisions of the Articles of Association of the
Company and based on the recommendation by the Nomination & Remuneration Committee who shall
hold office until the conclusion of the ensuing Annual General Meeting of the Company or the due date
of the next Annual General Meeting, whichever is earlier.

• Ms. Dhara Deniis Desai (DIN: 02926512) has resigned from the position of Managing Director of the
Company with effect from 07th February, 2025 due to takeover of the Company.

• Mr. Yagnik Bharatkumar Tank (DIN: 10835016), who was appointed as additional Director (Executive)
has been appointed as Managing Director of the Company with effect from 07th February, 2025 on the
recommendation by the Nomination and Remuneration Committee ("NRC") and approved by the Audit
Committee, subject to the approval of shareholders of the Company.

Except as stated above there were no changes in the Directors and Key Managerial Personnel of the

Company.

After the closure of Financial year 2024-25, the following changes took place in the composition of

Directors and KMP of the Company:

• Mr. Dharmendrabhai Becharbhai Jasani (DIN: 10495406) has been appointed as Additional Director-
Whole Time Director - Designated as Chairman of the Board and Company for a period of Three years
with effect from 30th April, 2025.

• Mr. Ayush Dharmendrabhai Jasani (09842741) has been appointed as Additional Director- Whole Time
Director - Designated as Vice Chairman of the Board and Company for a period of Three years with
effect from 30th April, 2025;

• Mr. Sanam Kashinath Umbargikar (DIN: 03394367) has been appointed as Additional/Non-Executive
Independent Director w.e.f. 30th April, 2025 for a period of five years and regularised as the "Non¬
Executive Independent Director" of the Company to hold office for a first term of 5 (five) consecutive
years and he shall not be liable to retire by rotation;

• Mr. Anand Bhagwan Soman (DIN: 03522837) has been appointed as Additional/Non-Executive
Independent Director) w.e.f. 30th April, 2025 for a period of five years and regularised as the "Non¬
Executive Independent Director" of the Company to hold office for a first term of 5 (five) consecutive
years and he shall not be liable to retire by rotation;

• Mrs. Sejalben Subhashkumar Donga (DIN: 10922698) has been appointed as Additional/Non-Executive
Independent Director) w.e.f. 30th April, 2025 for a period of five years and regularised as the "Non¬
Executive Independent Director" of the Company to hold office for a first term of 5 (five) consecutive
years and he shall not be liable to retire by rotation;

• Mr. Deniis Desai (DIN: 02904192) has resigned from the position of Director of the Company with
effect from 14th May, 2025 due to change in management and resulting the reconstitution of the Board
due to takeover of the Company;

• Ms. Garima Mandhania has resigned from the position of Company Secretary and Compliance Officer
of the Company with effect from 14th May, 2025 due to change in management and resulting the
reconstitution of the Board due to takeover of the Company;

• Ms. Heena Gupta has resigned from the position of Chief Financial Officer (CFO) of the Company with
effect from 14th May, 2025 due to change in management and resulting the reconstitution of the Board
due to takeover of the Company;

• Ms. Leena Manish Desai (DIN: 08028345) has resigned from the position of Non-Executive Women
Independent Director of the Company with effect from 14th May, 2025 due to change in management
and resulting the reconstitution of the Board due to takeover of the Company;

• Mrs. Megha Vikram Khanna (DIN: 08739417) has resigned from the position of Non-Executive Women
Independent Director of the Company with effect from 14th May, 2025 due to change in management
and resulting the reconstitution of the Board due to takeover of the Company;

• Mr. Ayush Dharmendrabhai Jasani (09842741) has appointed as Chief Financial Officer (CFO) of the
Company with effect from 15th May, 2025;

• Ms. Poonam Khemka has appointed as Company Secretary and Compliance Officer of the Company
with effect from 15th May, 2025;

• Mr. Dharmendrabhai Becharbhai Jasani (DIN: 10495406) who was appointed as additional Director
(Whole Time Director) - designated as Chairman of the Board of the Company with effect from 30th
April, 2025 for a term of 3 years, has been appointed as an Executive Director under the category of
Whole Time Director and Chairman in the promoter category of the Company with effect from 01st May,
2025 by way of postal ballot through remote e-voting process by members of the Company and whose
office is liable to retire by rotation;

• Mr. Ayush Dharmendrabhai Jasani (DIN: 09842741) who was appointed as additional Director (Whole
Time Director) - designated as Vice Chairman of the Board of the Company with effect from 30th April,
2025 for a term of 3 years, has been appointed as an Executive Director under the category of Whole
Time Director and Chairman in the promoter category of the Company with effect from 01st May, 2025
by way of postal ballot through remote e-voting process by members of the Company and whose office
is liable to retire by rotation;

• Mr. Yagnik Bharatkumar Tank (DIN: 10835016) who was appointed as a Managing Director of the
Company with effect from 7th February, 2025 for a term of 3 years has been appointed as an Executive
Director under the category of Managing Director in the promoter category of the Company and whose
office is liable to retire by rotation by way of postal ballot through remote e-voting process by members
of the Company;

• Mr. Ayush Dharmendrabhai Jasani (09842741) resigned from the position of Chief Financial Officer
(CFO) of the Company with effect from 19th July, 2025

• Mrs. Preeti R Mistry has appointed as Chief Financial Officer (CFO) of the Company with effect from
19th July, 2025;

The Company has received a declaration from the Directors in Form MBP-1 and Form DIR-8 pursuant to

Section 184(1) of the Companies Act 2013 read with Rule 9(1) of The Companies (Meetings of Board and

its Powers) Rules, 2014 and Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies

(Appointment and Qualification of Directors) Rules, 2014 respectively.

17. DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules
issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s)
or re-enactment(s) for the time being in force). In the opinion of the Board, all Independent Directors possess the
integrity, expertise, and experience including the proficiency required to be Independent Directors of the Company.
The Independent Directors of the Company have registered themselves with the data bank maintained by the
Indian Institute of Corporate Affairs (IICA).

18. ANNUAL PERFORMANCE AND BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its committees, independent
directors, non-executive directors, executive directors, and the chairman.

The Nomination and Remuneration Committee (''NRC'') of the Board has laid down the manner in which formal
annual evaluation of the performance of the Board, its committees, and Individual Directors has to be made and
includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent
Directors/ Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been
evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also
evaluated the performance of the Chairman of your Company, after taking into account the views of the Executive
Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC
and subsequently to the Board.

The performance of the Board and its Committees was evaluated by the NRC after seeking inputs from all the
Directors, on the basis of criteria such as the Board/ Committee composition and structure, the effectiveness of
the Board/ Committee process, information and functioning, etc.

The performance evaluation of all the Directors of your Company (including Independent Directors, Executive
Directors and Non-executive Directors and Chairman), is done at the NRC meeting and the Board meeting by
all the Board Members, excluding the Director being evaluated on the basis of criteria, such as contribution at
the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among
others. Following the meetings of the Independent Directors and Performance Board at its meeting discussed the
performance of the Board, as a whole, its committees, and Individual Directors.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to the information and explanations
obtained by them and as required under Section 134 (3) read with Section 134 (5) of the Act, states:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any.

(b) that the directors 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 31st March 2025 and of the profit of the Company for that period.

(c) that the directors have 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) that the directors have prepared the annual accounts on a going concern basis.

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

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company''s business policies and strategy
apart from other businesses of the Board. The Company adheres to the applicable provisions of the Companies
Act, 2013, and the Secretarial Standards as prescribed by the Institute of Company Secretaries of India. Agenda
papers containing all necessary information/documents are made available to the board members in advance to
enable them to discharge their responsibilities effectively and make informed decisions.

During the financial year under review, the Board of Directors duly met 9 (Nine) times viz. on 24th May 2024, 09th
August 2024, 24th October 2024, 18th November 2024, 20th December 2024, 23rd January 2025, 05th February 2025,
7th February 2025, and 29th March 2025. The intervening gap between two consecutive Board meetings did not
exceed the stipulated time.

The details of attendance of the directors at the meetings of the Board of Directors are as under:

Name of Directors

Designation

No. of Meetings

Liable to Attend

Attended

Mrs. Dhara Desai (Upto 07th February, 2025)

Managing Director

8

8

Mrs. Leena Desai

Independent Director

9

9

Mrs. Megha Vikram Khanna

Independent Director

9

9

Mr. Deniis Desai

Director

9

9

Mr. Yagnik Bharatkumar Tank
(w.e.f. 07th February, 2025)

Managing Director

1

0

21. MEETING OF INDEPENDENT DIRECTORS:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held on 29th March, 2025 without the presence of Non-Independent
Directors and members of the management to consider the performance of Non-Independent Directors and the
Board as a whole and assessing the quality, quantity, and timeliness of the flow of information between the
Company management and the Board of Directors.

Independent Directors expressed satisfaction with the performance of Non-Independent Directors and the Board
as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of the flow of
information between the Company management and the Board.

22. AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. It adheres to the terms
of reference, prepared in compliance with Section 177 of the Companies Act, 2013 which inter-alia include
overseeing the financial reporting process, accounting policies and practices, reviewing periodic financial results,
adequacy of Internal Audit Functions, related party transactions etc. The members of the Committee possess
sound knowledge of accounts, audits, finance, taxation, internal controls, etc.

I. Composition of Audit Committee:

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

Sr. No. Name of Member

Category

Designation

1 Megha Vikram Khanna

Non-Executive Independent

Chairperson

2 Dhara Desai

Managing Director

Member

3 Leena Desai

Non-Executive Independent

Member

During the financial year under review, the Audit Committee duly met 7 (Seven) times viz. 24th May 2024, 09th
August 2024, 24th October 2024, 18th November 2024, 20th December 2024, 5th February 2025 and 29th March
2025.

The number of meetings attended by each member during the financial year under review are as follows:

Name of the Members

Designation

No. of Meetings

Liable to attend Attended

Mrs. Megha Vikram Khanna

Chairperson

7

7

Mrs. Dhara Deniis Desai

Member

6

6

Mrs. Leena Manish Desai

Member

7

7

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Broad terms of reference of the Audit Committee are as follows:

• Recommendation for appointment, remuneration, and terms of appointment of auditors of the
Company.

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

• Reviewing and monitoring the Auditors'' independence and performance and effectiveness of the audit
process.

• Discussions with Statutory Auditors before the audit commences, the nature and the scope of the
Audit as well as post-audit discussion.

• Reviewing the Annual Financial Statements and Auditors'' Report thereon before submission to the
Board for approval, with reference to:

• Any changes in accounting policies and practices.

• Major accounting entries based on the exercise of judgment by management.

• Modified opinion(s) in the draft audit report.

• Significant adjustments arising out of audit findings.

• Compliance with accounting standards; and

• Related party transactions i.e. transactions of the Company of material nature, with promoters
or the management, their subsidiaries or relatives, etc. that may have potential conflict with the
interests of the Company at large.

• Oversee the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient, and credible.

• Discussion with Internal Auditors on any significant findings and follow up thereon.

• Review the adequacy of the internal control system. Finding of any internal investigations by the
Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of Inter-corporate loans and investments.

• Valuation of undertaking or assets of the Company, wherever it is necessary; and

• Reviewing the Company''s financial and risk management policies.

Detailed terms of reference of the Committee are placed on the website of the Company www.arunis.in.

All the recommendations made by the Audit Committee during the year were accepted by the Board. The
Chairman of the Audit Committee on regular basis has briefed the Board members on the significant
discussions which took place at Audit Committee Meetings.

i. Pursuant to the Board Resolution dated 30th April, 2025, Audit Committee has been reconstituted in the
following manner due to change in the management of the Company.

Sr. No. Member

Category

Designation

1. Mr. Anand Soman

Non-Executive Independent

Chairman

2. Mr. Sanam Kashinath Umbargikar

Non-Executive Independent

Member

3. Mr. Yagnik Bharatkumar Tank

MD-Executive

Member

ii. Pursuant to the Board Resolution dated 08th August, 2025, Audit Committee has been reconstituted in
the following manner.

Sr. No. Member

Category

Designation

1. Mr. Sanam Kashinath Umbargikar

Non-Executive Independent

Chairman

2. Mr. Anand Soman

Non-Executive Independent

Member

3. Mr. Yagnik Bharatkumar Tank

MD-Executive

Member

23. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (hereinafter referred to as "NRC") is constituted in compliance
with the requirements of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings
of the Board and its Powers) Rules, 2014.

I. Composition of NRC Committee:

As on 31st March 2025, the NRC comprised of as follows.

Sr. No

Name of Member

Category

Designation

1

Dennis Desai

Non-Executive Independent

Chairperson

2

Leena Manish Desai

Non-Executive Independent

Member

3

Megha Vikram Khanna

Non-Executive Independent

Member

II. Meeting of NRC Committee:

During the financial year under review, the NRC duly met Two (2) times viz. On 09th August 2024 and 07th
February 2025. The details of attendance of members at such meetings are as follows:

Name of the Members

Designation

No. of Meetings

Liable to attend

Attended

Mr. Deniis Desai

Chairman

2

2

Mrs. Leena Manish Desai

Member

2

2

Mrs. Megha Vikram Khanna

Member

2

2

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Board terms of reference of the Nomination and Remuneration Committee are as follows:

• Formulate criteria for determining qualifications, positive attributes, and independence of Directors
and evaluating the performance of the Board of Directors.

• Identification and assessing potential individuals with respect to their expertise, skills, attributes, and
personal and professional standing for appointment and re-appointment as Directors / Independent
Directors on the Board and as Key Managerial Personnel.

• Formulate a policy relating to remuneration for the Directors, Committee, and Senior Management
Personnel. The Remuneration Policy is available on the website of the Company at
www.arunis.in:

• Determine terms and conditions for the appointment of Independent Directors. The same is also
available on the website of the Company at
www.arunis.in.

Detailed terms of reference of the Committee are placed on the website of the Company www.arunis.in

Pursuant to the Board Resolution dated 30th April, 2025, NRC has been reconstituted in the following manner
due to change in the management of the Company:

Sr. No. Member

Category

Designation

1. Mrs. Sejalben Subhashkumar Donga

Non- Executive Independent

Chairman

2. Mr. Sanam Kashinath Umbargikar

Non- Executive Independent

Member

3. Mr. Anand Soman

Non- Executive Independent

Member

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company''s Stakeholders Relationship Committee (hereinafter referred to as "SRC") is responsible for the
satisfactory redressal of investor complaints. The Stakeholders Relationship Committee was constituted in
compliance with the requirements of Section 178 of the Companies Act, 2013.

I. Composition of SRC Committee:

As on 31st March 2025, the SRC comprised of as follows.

Sr. No

Name of Member

Category

Designation

1

Dennis Desai

Non- Executive Independent

Chairperson

2

Leena Manish Desai

Non- Executive Independent

Member

3

Megha Vikram Khanna

Non- Executive Independent

Member

II. Meeting of SRC Committee:

During the financial year under review, the SRC met 5 (Five) times viz. on 24th May 2024, 09th August 2024, 24th
October 2024, 23rd January 2025 and 05th February, 2025. The composition of the Stakeholders'' Relationship
Committee and the number of meetings attended by each member during the financial year under review are
as follows:

Name of the Members

Designation

No. of Meetings

Liable to attend

Attended

Mr. Deniis Desai

Chairman

5

5

Mrs. Leena Manish Desai

Member

5

5

Mrs. Megha Vikram Khanna

Member

5

5

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Broad terms of reference of the Stakeholders'' Relationship Committee are as follows:

• To oversee the redressal of investors'' complaints including complaints related to share transfer/
transmission/demat/remat of shares, non-receipt of annual reports, dividend payments, issue of new/
duplicate share certificates, and other miscellaneous complaints; and

• To redress investors'' complaints and recommend measures for overall improvement in the quality of
investor services.

Detailed terms of reference of the Committee are placed on the website of the Company www.arunis.in.

The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends
measures for overall improvement in the quality of Investors'' service. Company Secretary of the Company
acts as Secretary of the Committee.

During the year, the Company has not received any complaints from shareholders. Further, no investor
grievance has remained unattended/pending for more than thirty days.

i. Pursuant to the Board Resolution dated 30th April, 2025, SRC has been reconstituted in the following
manner due to change in the management of the Company:

Sr. No

Name of Member

Category

Designation

1

Mr. Anand Soman

Non- Executive Independent

Chairperson

2

Mr. Sanam Kashinath Umbargikar

Non- Executive Independent

Member

3

Mrs. Sejalben Subhashkumar Donga

Non- Executive Independent

Member

ii. Pursuant to the Board Resolution dated 08th August, 2025, SRC has been reconstituted in the following
manner.

Sr. No

Name of Member

Category

designation

1

Mr. Sanam Kashinath Umbargikar

Non- Executive Independent

Chairperson

2

Mr. Anand Soman

Non- Executive Independent

Member

3

Mrs. Sejalben Subhashkumar Donga

Non- Executive Independent

Member

25. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
as
Annexure - II, and forms part of this report.

There are no employees drawing salary in excess of limits prescribed in Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personal) Rules, 2014 and hence the statement containing particulars
of employees, as required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be provided.

The Top 10 employees of the Company - as per the remuneration - as on 31st March, 2025 are as follows:

Sr. No.

Name of Director/ Employee

designation

Remuneration

1.

Mrs. Dhara Desai

Managing Director

Rs.18,00,000/- per annum

2.

Mr. Deniis Desai

Director

Nil

3.

Ms. Heena Desai

Chief Financial Officer

Rs.4,80,000/- per annum

4.

CS Garima Mandhania

Company Secretary

Rs.3,60,000/- per annum

5.

Mr. Harsh Shetty

Accounts Assistant

Rs.3,60,000/- per annum

26. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors has adopted a policy (''Remuneration Policy'') for the selection
and appointment of Directors, Key Managerial Personnel (''KMP''), Senior Management Personnel (''SMP''),
other employees and their remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other related matters. The Remuneration Policy is placed on the website of the
Company at www.arunis.in.

27. CHANGE iN POLiCY:

During the year under review and pursuant to Section V-A of Chapter V of Master Circular issued vide circular
no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 ("
Master Circular"), the Company has adopted the
Policy for determination of materiality of any events and Information in terms of Regulation 30 of the Securities
and Exchange Board of India ''Listing Regulations''.

28. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social
Responsibility were not applicable to the Company.

29. ANNUAL RETURN:

Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2025 is available on the
Company''s website at www.arunis.in.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, your Company has duly established a Vigil Mechanism
for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation
of the Company''s Code of Conduct or ethics policy. The Audit Committee of the Board monitors and oversees the
vigil mechanism. Your directors hereby confirm that no complaint was received from any director or employee
during the financial year under review.

We affirm that during the financial year under review, no employee or director was denied access to the Audit
Committee.

The detailed policy related to this vigil mechanism is available on the Company''s website at www.arunis.in.

31. Statutory AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
members of the Company in their 30th AGM held on 18th September 2024 appointed M/s. B.R. Pancholi & Co,
Chartered Accountants (Firm Registration No. with the Institute of Chartered Accountants of India 107285W),
as the Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. to hold office from the
conclusion of the 30th AGM till the conclusion of 35th AGM to be held for the financial year ending 31st March 2029.

There is no observation (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors
in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the
accounts referred to in Auditor''s Report are self-explanatory and give complete information.

It is also proposed to appoint M/s. JMMK & Co., Chartered Accountants, having FRN No. 120459W as Joint
Statutory Auditors of the Company along with existing Statutory Auditors M/s. B. R. Pancholi & Co., Chartered
Accountant, to hold the office from conclusion of 31st Annual General Meeting till the conclusion of 36th Annual
General Meeting, at such remuneration plus service tax, out of pocket expenses, travelling expenses etc. as may
be mutually agreed between the Board of Directors of the Company and the Statutory Auditors subject to approval
of shareholders of the Company in the ensuing Annual General Meeting.

32. Internal AUDITOR:

Pursuant to section 138 and all other applicable provisions, if any, of the Companies Act, 2013, read with rule 13
of the Companies (Accountant) Rules, 2014 (including any statutory enactment or modification or re-enactment
thereof) the Company had appointed M/s. M P P S & Co., Chartered Accountants, as an Internal Auditor of the
Company for the Financial year 2024-25 of the Company.

Further, the Board of Directors in its meeting held on 08th September, 2025, the Board on recommendation of Audit
Committee has appointed M/s. P S S J & CO LLP as Internal Auditors of the Company for the financial year 2025-26.

33. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, during the year the Board has appointed M/s. Bhavesh Chheda & Associates,
Company Secretary Mumbai having Membership No. 48035 and CP. No. 24147 to undertake a Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report is annexed as
Annexure III and forms a
part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in
their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors
has, on the recommendation of the Audit Committee, approved the appointment of Mr. Nitin Sarfare, Company
Secretary, having Unique Identification No.I2014MH1209300 and Peer Review Certificate No. 2128/2022 as the
Secretarial Auditors of the Company, to hold office for a term of five (5) beginning from financial year 2025-26
onwards, subject to the approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution
seeking Members'' approval for appointment of Secretarial Auditors of the Company form part of the Notice of the
31st AGM forming part of this Annual Report.

34. DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SECTION (1) OF SECTION 148 OF The COMPANIES ACT, 2013:

The provision of sub-section (1) of Section 148 of the Companies Act, 2013 regarding maintenance of cost records
does not apply to the Company, hence the Company is not required to maintain cost records, and accordingly,
such accounts and records have not been made and maintained.

35. DETAILS IN RESPECT OF FRAUDS REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 By
Statutory AUDITOR:

During the financial year under review, the statutory auditors have not reported any instances of fraud in the
Company as per Section 143 (12) of the Companies Act, 2013. This is also supported by the report of the auditors
of the Company as no fraud has been reported in their audit report for the financial year ended 31st March 2024.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the
Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the
Companies Act, 2013.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, the Company has entered contract / arrangements / transaction with its
related party pursuant to the provision of Section 188 of the Act, and the same were in the ordinary course of
business on arm''s length basis and are reported in note-26 forming part of the financial statements.

There was no material-related party transaction entered into by the Company. Accordingly, the disclosure of
Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN THE FUTURE:

There were no significant and material orders passed by any regulators or courts or tribunals impacting the going
concern status and the Company''s operations in the future.

39. RISKS AND AREAS OF CONCERN:

There is a continuous process for identifying, evaluating, and managing significant risks faced through a risk
management process designed to identify the key risks facing the business. Risks would include significant
weakening in demand from core-end markets, inflation uncertainties, adverse regulatory developments, etc.
During the financial year, risk analysis and assessment were conducted, and no major risks were noticed.

40. DISCLOSURES AND COMPLIANCE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its
employees. Prevention of sexual harassment policy, which is in line with the statutory requirements, along with a
structured reporting and redressal mechanism, including the constitution of the Internal Complaints Committee
in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 ("
POSH Act"), is in place.

The Company has complied with the applicable provisions of the POSH Act and has constituted an Internal
Complaints Committee under the POSH Act. During the financial year under review, no complaints were received
under the POSH Act''s provisions.

41. INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size, and complexity of its business operations. Internal control systems comprising of policies and
procedures are designed to ensure the reliability of financial reporting, compliance with policies, procedures,
applicable laws, and regulations, and that all assets and resources are acquired economically used efficiently, and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its
compliance with operating systems, and accounting procedures, and strives to maintain the standards in Internal
Financial Control.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy:

(i)

the steps taken or impact on the
conservation of energy.

Though our operations are not energy-intensive, efforts have
been made to conserve energy by utilizing energy-efficient
equipment

(ii)

the steps taken by the Company for
utilizing alternate sources of energy

The Company is using electricity as the main source of
energy and is currently not exploring any alternate source of
energy.

(iii)

the capital investment on energy
conservation equipment.

Not applicable

Technology absorption:

(i)

the efforts made toward technology absorption

Not Applicable

(ii)

the benefits derived like product improvement, cost reduction, product
development or import substitution

Not Applicable

(iii)

in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)

No technology has been
imported by the Company.

(a) the details of the technology imported

Not Applicable

(b) the year of import;

Not Applicable

(c) whether the technology has been fully absorbed

Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof

Not Applicable

(iv)

the expenditure incurred on Research and Development

Not Applicable

Foreign exchange earnings and Outgo:

During the financial year under review, there was no foreign exchange earnings and outgo.

43. DISCLOSURE With RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company did not have any of its securities lying in demat/unclaimed suspense account arising out of public/
bonus/rights issue as on 31st March 2024. Hence, the particulars relating to an aggregate number of shareholders
and the outstanding securities in suspense account and other related matters do not arise.

44. GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has undertaken a green initiative in Corporate Governance by allowing
paperless compliances by the Companies and permitting the service of Annual Reports and documents to the
shareholders through electronic mode subject to certain conditions and the Company continues to send Annual
Reports and other communications in electronic mode to the members who have registered their email addresses
with the Company.

45. DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, neither application was made nor proceeding initiated against the Company
under the Insolvency and Bankruptcy Code, 2016, nor was any such proceeding pending at the end of the financial
year under review.

46. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance
taken from Banks or Financial Institutions, hence the Company was not required to carry out a valuation of its
assets for the said purpose.

47. Maternity BENEFIT: RULE 8(5)(xIM) OF THE Company (ACCOUNTS), RULES, 2014:

The Company affirms that it has duly complied with all the provision of Maternity Benefits to eligible woman
employees during the year.

48. FORWARD LOOKING STATEMENT:

Some information in this report may contain forward-looking statements. We have based these forward looking
statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may
occur in the future. Such statements generally are identified by forward looking words such as "believe", "plan",
"anticipate", "continue", "estimate", "expect", "may" or other similar words. A forward looking statement may
include a statement of the assumptions or basis underlying the forward looking statement. We have chosen these
assumptions or basis in good faith and we believe that they are reasonable in all material respects.

However, we caution you that forward looking statements and assumed facts or basis almost always vary from
actual results, and the differences between the results implied by forward looking statements and assumed facts
or basis and actual results can be material, depending on the circumstances.

49. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the contribution made by the employees at all levels.
Your directors also wish to thank its customers, dealers, agents, suppliers, investors, financial institutions, and
government authorities for their continued support and faith reposed in the Company.

For ARUNIS ABODE LIMITED
Sd/-

DHARMENDRABHAI BECHARBHAI JASANI

chairman and whole time director

DIN:10495406

Place: Surat

Date: 8th September, 2025


Mar 31, 2024

Your Directors have the pleasure of presenting the Thirtieth (30th) Annual Report together with the Standalone and
Consolidated Audited Financial Statements of the Company for the financial year ending 31st March 2024 (
"Current
Financial Year” or "Financial Year under Review”
).

FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the financial year ended 31st March 2024 is summarized below:

Particulars

Standalone

Consolidated

(Rs. In ‘000)

(Rs. In ‘000)

For the
financial
year ended
31-03-2024

For the
financial
year ended
31-03-2023

For the
financial
year ended
31-03-2024

For the
financial
year ended
31-03-2023

Revenue from Operations

12,189.96

34,420.26

12,189.96

34,420.26

Other Income

4,463.54

2,516.14

4,899.95

2,577.07

Total Income

16,653.50

36,936.40

17,089.91

36,997.33

Profit before Interest, Depreciation, and taxes

7,453.03

5,274.01

7,735.75

5,256.33

Less: Depreciation and amortization expense

1,752.37

1,397.09

1,752.37

1,397.09

Profit / (Loss) before tax

5,700.66

3,876.92

5,983.38

3,859.24

Less: Provision for taxation (including deferred tax)

1,407.50

2,086.64

1,423.70

2,070.43

Profit / (Loss) after tax

4,293.16

1,790.28

3,941.78

1,722.64

CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Companies Act, 2013 ("Act”) read with the Companies (Accounts) Rules, 2014 and as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (
"Listing Regulations”), the
Company has prepared Consolidated Audited Financial Statements consolidating financial statements of Arunis Edifice
Private Limited and Arunis Realties Private Limited with its financial statements in accordance with the applicable
provisions of Indian Accounting Standards (“
Ind-AS”).

The Consolidated Audited Financial Statements along with the Independent Auditors'' Report thereon are annexed and
form an integral part of the Annual Report. Further, a copy of the annual report will be made available on the website
of the Company at
www.arunis.co.

NATURE OF BUSINESS:

The company aims to engage in a wide range of activities related to real estate. These include acquiring, developing,
and managing properties such as townships, housing and commercial premises, hotels, resorts, hospitals, educational
institutions, and recreational facilities. Additionally, the company plans to undertake construction, infrastructure
development, and engineering services in various fields. It also intends to operate as a real estate agency, providing

consultancy services, property management services, and engaging in activities such as renting, repair, and
maintenance.

OPERATIONAL PERFORMANCE:

The Company is engaged in the field of real estate activities. In the previous Financial Year, the Company entered into a
Memorandum of Understanding with the following:

• Shree Dwarka Co-Operative Housing Society Limited, a Society registered under the Maharashtra Co-operative
Societies Act, 1960 bearing registration No. W-S-W/HSG/TC 3785 dated 21st January 2022 to re-develop the said
Society.

The Arunis Edifice Private Limited an Associate Company also entered into a Development Agreement with the
following:

• Ambadevi Co-operative Housing Society Limited, a Society registered under the Maharashtra Co-operative Societies
Act, 1960 bearing registration no. BOM/HSG-627 to re-develop the said Society on 16th February 2022.

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the Current Financial Year in the Statement
of Profit & Loss.

DIVIDEND:

To strengthen the financial position of the company and after considering the relevant circumstances, the Board of
Directors of your company has decided that it would be prudent, not to recommend any Dividend for the Financial Year
under Review.

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

SUBSIDIARY, IOINT VENTURES, AND ASSOCIATE COMPANIES:

As on 31st March 2024, Arunis Edifice Private Limited is an Associate Company and Arunis Realties Private Limited is a
Wholly Owned Subsidiary of the Company.

A statement containing salient features of the financial statements of Arunis Realties Private Limited and Arunis Edifice
Private Limited in Form AOC - 1 is annexed as
Annexure - I and forms part of this report.

During the financial year under review, the Company had no joint venture.

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the company''s
financial position, have occurred between the end of the financial year of the Company and the date of this report.

SHARE CAPITAL OF THE COMPANY:

The issued, subscribed, and paid-up equity share capital of your Company as on 31st March 2024 was Rs. 3,00,00,000/-
(Rupees Three Crore Only) divided into 30,00,000 Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each
fully paid up.

The Company has not issued any sweat equity shares during the financial year under review and hence no information
as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company does not have any employee stock option scheme or employee stock purchase scheme. Hence no
information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been
furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Company has not issued any shares with differential rights during the financial year under review.

During the financial year under review, there was no change in the paid-up share capital of the Company.

LOANS, GUARANTEES. OR INVESTMENTS:

Details of other Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are provided in the notes 11 to the Financial Statements.

PUBLIC DEPOSITS:

During the year under review, the company has not accepted any deposits within the meaning of Chapter V of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be
disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis
Report for the year, as stipulated under the Listing Regulations is presented in a separate section and forms an integral
part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15 (2) of the Listing Regulations, the compliance with the Corporate Governance
provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and
para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees
Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.

As of the last day of the previous financial year, the paid-up equity share capital and Net worth of the Company were
below the threshold limits as stated above, therefore, the provisions as specified in Regulations 17 to 27 and clauses

(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the
Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance with
conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues to
adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES IF ANY:

The following named personnel are the Directors and KMP''S of the Company as on 31st March 2024 as per Section
203 of the Companies Act, 2013:

Sr. No.

Name

Designation

1.

Mrs Dhara Desai

Chairperson and Managing Director

2.

Mrs. Leena Desai

Women Independent Director

3.

Mrs. Megha Sultania

Women Independent Director

4.

Mr. Deniis Desai

Additional Director

5.

Ms. Heena B. Gupta

Chief Financial Officer

8.

Mrs. Garima Mandhania

Company Secretary and Compliance Officer (w.e.f. 10.05. 2023)

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and
Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dhara Desai (DIN 02926512), Managing
Director of the Company, retires by rotation at the ensuing 30th Annual General Meeting (“
AGM”) and being eligible,
has offered herself for re-appointment and your Board recommends her re-appointment.

Mrs. Dhara Desai (DIN: 02926512), who retired by rotation at the previous 29th Annual General Meeting held on 26th
September 2023, was re-appointed as director of the Company in terms of provisions of Section 152(6) of the Act.

The Nomination and Remuneration Committee and Board have recommended her re-appointment as Chairperson
and Managing Director of the Company for approval of Shareholders at the ensuing Annual General Meeting of the
Company.

CHANGES IN THE DIRECTORS DURING THE YEAR UNDER REVIEW:

During the year under review, Mr. Chirag Shah (DIN: 06954750) resigned from the post of Directorship with effect
from 26th March 2024 due to pre-occupation in other work..

Mr. Deniis Desai (DIN: 02904192) was appointed as an Additional Non-Executive Director of the company with effect
from 26th March 2024. In pursuant to the provisions of Section 161 of the Companies Act, 2013,read with Companies
(Appointment and Qualification of Directors) Rules, 2014 and in accordance with the provisions of the Articles of
Association of the Company and who holds office up to the date of ensuing Annual General Meeting and being eligible,
offered himself for appointment and in respect of whom the Company has received a notice in writing from a member
as required under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and
is hereby appointed as a Non-executive Director of the Company, who shall be liable to retire by rotation.

COMPANY SECRETARY & COMPLIANCE OFFICER OF THE COMPANY:

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

Mrs. Hirak Patel has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. closing
hours of 09th May 2023.

The Board of Directors of the Company at its meeting held on 09th May 2024, based on the recommendation of the
Nomination and Remuneration Committee, have approved the appointment of Mrs. Garima Mandhania (Membership
No. A62347) as Company Secretary and Compliance Officer of the Company w.e.f. 10th May 2023.

Except as stated above there were no changes in the Directors and Key Managerial Personnel of the Company.

The Company has received a declaration from the Directors in Form MBP-1 and Form DIR-8 pursuant to Section
184(1) of the Companies Act 2013 read with Rule 9(1) of The Companies (Meetings of Board and its Powers) Rules,
2014 and Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014 respectively.

DECLARATION FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules
issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force). In the opinion of the Board, all Independent Directors possess the
integrity, expertise, and experience including the proficiency required to be Independent Directors of the Company.
The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian
Institute of Corporate Affairs (IICA).

ANNUAL PERFORMANCE AND BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its committees, independent
directors, non-executive directors, executive directors, and the chairman.

The Nomination and Remuneration Committee (''NRC'') of the Board has laid down the manner in which formal annual
evaluation of the performance of the Board, its committees, and Individual Directors has to be made and includes
circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/
Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been
evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also
evaluated the performance of the Chairman of your Company, after taking into account the views of the Executive
Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and
subsequently to the Board.

The performance of the Board and its Committees was evaluated by the NRC after seeking inputs from all the
Directors, on the basis of criteria such as the Board/ Committee composition and structure, the effectiveness of the
Board/ Committee process, information and functioning, etc.

The performance evaluation of all the Directors of your Company (including Independent Directors, Executive
Directors and Non-executive Directors and Chairman), is done at the NRC meeting and the Board meeting by all the
Board Members, excluding the Director being evaluated on the basis of criteria, such as contribution at the meetings,
strategic perspective or inputs regarding the growth and performance of your Company, among others. Following the
meetings of the Independent Directors and Performance Board at its meeting discussed the performance of the Board,
as a whole, its committees, and Individual Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to the information and explanations obtained
by them and as required under Section 134 (3) read with Section 134 (5) of the Act, states:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanations relating to material departures, if any.

(b) that the directors 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 31st March 2024 and of the profit of the Company for that period.

(c) that the directors have 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) that the directors have prepared the annual accounts on a going concern basis.

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

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company''s business policies and strategy apart
from other businesses of the Board. The Company adheres to the applicable provisions of the Companies Act, 2013,
and the Secretarial Standards as prescribed by the Institute of Company Secretaries of India. Agenda papers
containing all necessary information/documents are made available to the board members in advance to enable them
to discharge their responsibilities effectively and make informed decisions.

During the financial year under review, the Board of Directors duly met 11 (Eleven) times viz. on 09th May 2023, 30th
May 2023, 11th August 2023, 04th October 2023, 06th November 2023, 18th December 2023, 17th January 2024, 02nd
February 2024, 20th February 2024, 27th February 2024 and 26th March 2024. The intervening gap between two
consecutive Board meetings did not exceed the stipulated time.

The details of attendance of the directors at the meetings of the Board of Directors are as under:

Name of Directors

Designation

No. of Meetings

Held

Attended

Mrs. Dhara Desai

Managing Director

11

11

Mrs. Leena Desai

Independent Director

11

11

Mrs. Megha Sultania

Independent Director

11

11

Mr. Chirag Shah

Non-Executive Director

10

10

Mr. Deniis Desai

Additional Director

00

00

MEETING OF INDEPENDENT DIRECTORS:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held on 02nd February 2024 without the presence of Non-Independent
Directors and members of the management to consider the performance of Non-Independent Directors and the Board
as a whole and assessing the quality, quantity, and timeliness of the flow of information between the Company
management and the Board of Directors.

Independent Directors expressed satisfaction with the performance of Non-Independent Directors and the Board as a
whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of the flow of
information between the Company management and the Board.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. It adheres to the terms of
reference, prepared in compliance with Section 177 of the Companies Act, 2013 which inter-alia include overseeing
the financial reporting process, accounting policies and practices, reviewing periodic financial results, adequacy of
Internal Audit Functions, related party transactions etc. The members of the Committee possess sound knowledge of
accounts, audits, finance, taxation, internal controls, etc.

As on 31st March 2024, the Audit Committee comprised of Mrs. Megha Sultania, Mrs. Dhara Desai, and Mrs. Leena
Desai as its members. Mrs. Megha Sultania is the Chairperson of the Committee. Mrs. Leena Desai, Member and
Authorised Representative of the Chairperson of the Audit Committee were present at the 29th AGM of the Company
held on 26th September 2023.

During the financial year under review, the Audit Committee duly met 10 (Ten) times viz. 30th May 2023, 11th August
2023, 04th October 2023, 06th November 2023, 18th December 2023, 17th January 2024, 02nd February 2024, 20th
February 2024 and 27th February 2024, 26th March 2024. The number of meetings attended by each member during
the financial year under review are as follows:

Name of the Members

Designation

No. of Meetings

Held

Attended

Mrs. Megha Sultania

Chairperson

10

10

Mrs. Dhara Desai

Member

10

10

Mrs. Leena Desai

Member

10

10

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Broad terms of reference of the Audit Committee are as follows:

• Recommendation for appointment, remuneration, and terms of appointment of auditors of the Company.

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

• Reviewing and monitoring the Auditors'' independence and performance and effectiveness of the audit process.

• Discussions with Statutory Auditors before the audit commences, the nature and the scope of the Audit as well as
post-audit discussion.

• Reviewing the Annual Financial Statements and Auditors'' Report thereon before submission to the Board for
approval, with reference to:

> Any changes in accounting policies and practices.

> Major accounting entries based on the exercise of judgment by management.

> Modified opinion(s) in the draft audit report.

> Significant adjustments arising out of audit findings.

> Compliance with accounting standards; and

> Related party transactions i.e. transactions of the company of material nature, with promoters or the
management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the
company at large.

• Oversee the Company''s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient, and credible.

• Discussion with Internal Auditors on any significant findings and follow up thereon.

• Review the adequacy of the internal control system. Finding of any internal investigations by the Internal
Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of Inter-corporate loans and investments.

• Valuation of undertaking or assets of the Company, wherever it is necessary; and

• Reviewing the Company''s financial and risk management policies.

Detailed terms of reference of the Committee are placed on the website of the company www.arunis.co.

All the recommendations made by the Audit Committee during the year were accepted by the Board. The Chairperson
of the Audit Committee briefed the Board members on the significant discussions which took place at Audit
Committee Meetings.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Section 178 of
the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

As on 31st March 2024, the Nomination and Remuneration Committee comprised of Mr. Chirag Jitendra Shah (up to
26/03/2024), Mrs. Leena Manish Desai, and Mrs. Megha Sultania as its members. Mr. Chirag Jitendra Shah is the
Chairman of the Committee.

During the financial year under review, the Nomination and Re5uneration Committee duly met 5 (five) times viz. On
09th May 2023, 11th August 2023, 06th November 2023, 02nd February 2024 and 26th March 2024. The details of
attendance of members at such meetings are as follows:

Name of the Members

Designation

No. of Meetings

Held

Attended

Mr. Chirag Jitendra Shah

Chairman

5

5

Mrs. Leena Manish Desai

Member

5

5

Mrs. Megha Sultania

Member

5

5

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Board terms of reference of the Nomination and Remuneration Committee are as follows:

• Formulate criteria for determining qualifications, positive attributes, and independence of Directors and
evaluating the performance of the Board of Directors.

• Identification and assessing potential individuals with respect to their expertise, skills, attributes, and personal
and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board
and as Key Managerial Personnel.

• Formulate a policy relating to remuneration for the Directors, Committee, and Senior Management Personnel. The
Remuneration Policy is available on the website of the Company at www.arunis.co;

• Determine terms and conditions for the appointment of Independent Directors. The same is also available on the
website of the Company at www.arunis.co.

Detailed terms of reference of the Committee are placed on the website of the companywww.arunis.co.
STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company''s Stakeholders'' Relationship Committee is responsible for the satisfactory redressal of investor
complaints. The Stakeholders Relationship Committee was constituted in compliance with the requirements of Section
178 of the Companies Act, 2013.

As on 31st March 2024, the Stakeholders'' Relationship Committee comprised of Mr. Chirag Jitendra Shah (up to
26/03/2024), Mrs. Leena Manish Desai, and Mrs. Megha Sultania as its members. Mr. Chirag Jitendra Shah is the
Chairman of the Committee.

During the financial year under review, the Stakeholders'' Relationship Committee duly met 4 (Four) time viz. on 30th
May 2023, 11th August 2023, 06th November 2023 and 02nd February 2024. The composition of the Stakeholders''
Relationship Committee and the number of meetings attended by each member during the financial year under review
are as follows:

Name of the Members

Designation

No. of Meetings

Held

Attended

Mr. Chirag Jitendra Shah

Chairman

4

4

Mrs. Leena Manish Desai

Member

4

4

Mrs. Megha Sultania

Member

4

4

The Company Secretary and Compliance Officer act as a Secretary to the Committee.

The Broad terms of reference of the Stakeholders'' Relationship Committee are as follows:

• To oversee the redressal of investors'' complaints including complaints related to share
transfer/transmission/demat/remat of shares, non-receipt of annual reports, dividend payments, issue of
new/duplicate share certificates, and other miscellaneous complaints; and

• To redress investors'' complaints and recommend measures for overall improvement in the quality of investor
services.

Detailed terms of reference of the Committee are placed on the website of the company www.arunis.co.

The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures
for overall improvement in the quality of Investors'' service. Company Secretary of the Company acts as Secretary of
the Committee.

During the year, the Company has not received any complaints from shareholders. Further, no investor grievance has
remained unattended/pending for more than thirty days.

RECONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER RELATIONSHIP
COMMITTEE:

Due to resignation of Mr. Chirag Shah, Non- Executive Director and Chairman of the Committee w.e.f. from 26th March
2024. Nomination and Remuneration Committee and Stakeholder Relationship Committee is required to
reconstituted w.e.f. 01.04.2024.

Nomination and Remuneration Committee

Stakeholder and Relationship Committee

Mr. Deniis Desai

Mr. Deniis Desai

Mrs. Leena Desai

Mrs. Leena Desai

Mrs. Megha Sultania

Mrs. Megha Sultania

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure - II, and forms part of this report.

The statement containing particulars of employees, as required under Section 197(12) of the Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in
this report as
Annexure - III, and forms part of this report.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors has adopted a policy (''Remuneration Policy'') for the sel ection and appointment of
Directors, Key Managerial Personnel (''KMP''), Senior Management Personnel (''SMP''), other employees and their
remuneration including criteria for determining qualifications, positive attributes, independence of a director and
other related matters. The Remuneration Policy is placed on the website of the Company at www.arunis.co.

CHANGE IN POLICY:

During the year under review and pursuant to Section V-A of Chapter V of Master Circular issued vide circular no.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“
Master Circular”), the Company has adopted the Policy
for determination of materiality of any events and Information in terms of Regulation 30 of the Securities and
Exchange Board of India ''Listing Regulations''.

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social
Responsibility were not applicable to the Company.

ANNUAL RETURN:

Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2024 is available on the Company''s
website at
www.arunis.co

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, your Company has duly established a Vigil Mechanism for
directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the
Company''s Code of Conduct or ethics policy. The Audit Committee of the Board monitors and oversees the vigil
mechanism. Your directors hereby confirm that no complaint was received from any director or employee during the
financial year under review.

We affirm that during the financial year under review, no employee or director was denied access to the Audit
Committee.

The detailed policy related to this vigil mechanism is available on the Company''s website at www.arunis.co.
STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
members of the Company in their 25th AGM held on 7th September 2019 appointed M/s. A Yadav & Associates,
Chartered Accountants, Vadodara, (Firm Registration No. 129725W), as the Statutory Auditors of the Company for a
term of 5 (five) consecutive years i.e. to hold office from the conclusion of the 25th AGM till the conclusion of 30th
AGM to be held for the financial year ending 31st March 2024.

M/s. A. Yadav & Associates, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of
the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as
Statutory Auditors of the Company.

The Statutory Auditors'' Report on the financial statements for the financial year ended 31st March 2024 does not
contain any qualification, reservation, adverse remark, or disclaimer. The Auditors Report and the notes on financial
statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

INTERNAL AUDITOR:

Pursuant to section 138 and all other applicable provisions, if any, of the Companies Act, 2013, read with rule 13 of
the Companies (Accountant) Rules, 2014 (including any statutory enactment or modification or re-enactment thereof)
the Company had appointed M/s. M P P S & Co., Chartered Accountants, as an Internal Auditor of the Company for the
Financial year 2023-24 of the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the year the Board has appointed M/s. Bhavesh Chheda & Associates,
Company Secretary Mumbai having Membership No. 48035 and CP. No. 24147 to undertake a Secretarial Audit of the
Company for the financial year 2023-24. The Secretarial Audit Report is annexed as
Annexure IV and forms a part of
this report.

DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The provision of sub-section (1) of Section 148 of the Companies Act, 2013 regarding maintenance of cost records
does not apply to the Company, hence the Company is not required to maintain cost records, and accordingly, such
accounts and records have not been made and maintained.

DETAILS IN RESPECT OF FRAUDS REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 BY
STATUTORY AUDITOR:

During the financial year under review, the statutory auditors have not reported any instances of fraud in the Company
as per Section 143 (12) of the Companies Act, 2013. This is also supported by the report of the auditors of the Company
as no fraud has been reported in their audit report for the financial year ended 31st March 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on
Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act,
2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, the Company has entered contract / arrangements / transaction with its
related party pursuant to the provision of Section 188 of the Act, and the same were in the ordinary course of business
on arm''s length basis and are reported in note-26 forming part of the financial statements.

There was no material-related party transaction entered into by the Company. Accordingly, the disclosure of Related
Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN THE FUTURE:

There were no significant and material orders passed by any regulators or courts or tribunals impacting the going
concern status and the Company''s operations in the future.

RISKS AND AREAS OF CONCERN:

There is a continuous process for identifying, evaluating, and managing significant risks faced through a risk
management process designed to identify the key risks facing the business. Risks would include significant weakening
in demand from core-end markets, inflation uncertainties, adverse regulatory developments, etc. During the financial
year, risk analysis and assessment were conducted, and no major risks were noticed.

DISCLOSURES AND COMPLIANCE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees.
Prevention of sexual harassment policy, which is in line with the statutory requirements, along with a structured
reporting and redressal mechanism, including the constitution of the Internal Complaints Committee in accordance
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013 (“
POSH Act”), is in place.

The Company has complied with the applicable provisions of the POSH Act and has constituted an Internal Complaints
Committee under the POSH Act. During the financial year under review, no complaints were received under the POSH
Act''s provisions.

INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size, and complexity of its business operations. Internal control systems comprising of policies and
procedures are designed to ensure the reliability of financial reporting, compliance with policies, procedures,
applicable laws, and regulations, and that all assets and resources are acquired economically used efficiently, and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its
compliance with operating systems, and accounting procedures, and strives to maintain the standards in Internal
Financial Control.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of energy:

Technology absorption:

(i)

the steps taken or impact on the
conservation of energy.

Though our operations are not energy-intensive, efforts have been
made to conserve energy by utilizing energy-efficient equipment

(ii)

the steps taken by the company for
utilizing alternate sources of energy

The Company is using electricity as the main source of energy and is
currently not exploring any alternate source of energy.

(iii)

the capital investment on energy
conservation equipment.

Not applicable

Foreign exchange earnings and Outgo:

During the financial year under review, there was no foreign exchange earnings and outgo.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company did not have any of its securities lying in demat/unclaimed suspense account arising out of
public/bonus/rights issue as on 31st March 2024. Hence, the particulars relating to an aggregate number of
shareholders and the outstanding securities in suspense account and other related matters do not arise.

GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has undertaken a green initiative in Corporate Governance by allowing
paperless compliances compliance by the Companies and permitting the service of Annual Reports and documents to
the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual
Reports and other communications in electronic mode to the members who have registered their email addresses
with the Company.

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, neither application was made nor proceeding initiated against the Company
under the Insolvency and Bankruptcy Code, 2016, nor was any such proceeding pending at the end of the financial
year under review.

VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance
taken from Banks or Financial Institutions, hence the Company was not required to carry out a valuation of its assets
for the said purpose.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the contribution made by the employees at all levels.
Your directors also wish to thank its customers, dealers, agents, suppliers, investors, financial institutions, and
government authorities for their continued support and faith reposed in the Company.

For Arunis Abode Limited

Dhara Desai Deniis Desai

Managing Director Additional Director

DIN:02926512 DIN:02904192

Date: 09.08.2024
Place: Mumbai


Mar 31, 2015

Dear Shareholders,

The Directors are presenting the 21st Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars For the year For the year ended 31.03.2015 ended 31.03.2014

Revenue from Operations 57.92 37.19

Profit / (Loss) before taxation 7.87 (1.13)

Profit/ (Loss) for the year carried to Balance Sheet 7.23 0.41

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence no disclosure is required in terms of Rule 4 (4) of Companies (Share capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence no disclosure is required in terms of Rule 8 (13) of Companies (Share capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money.for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April 2014 at Rs.300 Lacs divided into 30,00,000 shares at Rs.10 each remained unchanged as on 31st March,2015.

APPROPRIATION OF PROFITS AFTER TAX FOR TRANSFER TO RESERVES

Your Directors proposed to transfer a sum of Rs.7.23 Lakhs to General Reserve making General Reserves amount to Rs.66.67 Lacs as at 31.03.2015.

DIVIDEND:

With a view to conserve resources of your company Directors do not recommend any dividend on Equity Shares for the year under review.

STATE OF AFFAIRS/ PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs.57.92 Lacs as against Rs. 37.19 Lacs in the previous year. The Company has earned a Net profit of Rs. 7.23 Lacs as compared to the Profit of Rs. 0.41 Lacs during the previous accounting year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of office of Mr. Mahesh B. Parikh as Managing Director ceases on 01.11.2014.

The Board on recommendation of the Nomination and Remuneration committee, at its meeting held on has reappointed Mr. Mahesh B. Parikh as Managing Director for a further period of 2 years and 11 months w.e.f. 01.11.2014 till 30.09.2017 subject to approval of the Members at the ensuing Annual General Meeting in terms of Section 188, 196, 197 read with Schedule II, Part II of Schedule V and other applicable provisions, if any, of the Companies Act,20l3.

Pursuant to Section 203 of the Companies Act, 2013, the Co. has appointed following Key Management Personnel

Mr. Imtiyazul Hasan Chief Operating Officer and Chief Compliance Officer.

Mr. Santosh Patole Chief Finance Officer

STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149(6) of the Companies Act,2013 as well as under Clause 49.II.B of the Listing Agreement with the Stock Exchanges, was duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in the Clause 49 (Revised) under the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance under the Listing Agreement, along with the certificate from the Practicing Company Secretary confirming the compliance is annexed to this report.

DETAILS OF BOARD MEETING/COMMITTEE MEETING

Attendance No. of Last AGM Audit Meeting 09.08.2014 Committee Attended

Total meetings 4 - 4

Mr. Mahesh Parikh 4 YES 4

Mrs. Sudha P. Kapadia 2 NO -

Mr. Lalit P. Dalal 4 YES 4

Mr. Govind D. Rathi 4 NO 4

Mr. Jitendra Sharma 3 NO -

Mrs. Monalisa D. Parikh 1 NO - (appointed on 22.05.2015)

Attendance Nomination & Shareholder/Investors Remuneration Grievances Committee Committee

Total meetings 2 4

Mr. Mahesh Parikh 2 4

Mrs. Sudha P. Kapadia - -

Mr. Lalit P. Dalal 2 4

Mr. Govind D.Rathi 2 4

Mr. Jitendra Sharma - -

Mrs. Monalisa D. Parikh - - (appointed on 22.05.2015)

*Members of Audit Committee( Mr. Lalit P. Dalal is Chairman)

*Members of Nomination & Remuneration Committee (Mr. Lalit P. Dalal is Chairman)

*Members of Shareholders/Investor's Grievances Committee (Mr. Lalit P. Dalal is Chairman)

RISK MANAGEMENT COMMITTEE

Your Board at its meeting held on 14th Feb.2015 has constituted Risk Management Committee of the Board in terms of Clause VI C of Revised Clause 49 of the Listing Agreement.

1. Mr. Lalit Dalal Chairman

2. Mr. Govind Rathi Member

3. Mr. Mahesh Parikh Member

Further details of Risk Management Committee are available in the Corporate Governance Report. ANNUAL PERFORMANCE EVALUATION

The required Performance Evaluation was carried out by the Board in the Meeting held on 22nd May.2015. The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) (c) of Schedule IV to the Companies Act 2013 in -their separate meeting held on 14th Feb.2015.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013, (” the Act') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to section 177( 9 ) read with Rule 7(Meeting of Board and its Power) Rules, 2014, and Clause 49. II. F of the Listing Agreement, your company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of company's code of conducts or ethics policy. Audit Committee of the Board monitors and overseas the vigil mechanism.

The detailed policy related to this Vigil Mechanism is available in the Company's website at www.mbpfin.com

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are In compliance with the applicable provisions of the Companies Act, 2013 and listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key

Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related party transactions policy as approved by the Board is uploaded on the Company's website at the web link: http://www.mbpfin.com.

STATUTORY AUDITORS:

M/s. B. R. Pancholi & Co., Chartered Accountants, being eligible offer themselves for re- appointment till the conclusion of the next AGM. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer which requires any further comments or explanations in this Report. The Notes to the Financial Statements are also self explanatory and do not call for any further comments.

MATERIAL CHANGES AND COMMITMENTS:

Your Directors further states that no material changes have taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT:

Persuant to the requirement Clause ( c ) of Sub-Section ( 3) of Sec 134 of the Companies Act 2013 your Directors confirm that-

(I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 the financial year and of the profit and loss of the company for that period;

(iii) 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;

(iv) the directors had prepared the annual accounts on a going concern basis;(v) the directors, further state that 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.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEE & INVESTMENTS:

The company has not given any loans and has not made investment except, as disclosed in the financial statements of the Company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Current Year Previous Year

Nil Nil

DEPOSITS:

The Company has not accepted any deposits.

RISK MANAGEMENT POLICY:

Risk Management Policy for the Co. including identification of elements of risk, if any, which may result into heavy financial loss is formulated and approved by the Board at its meeting on 22ndMay .2015 to be reviewed periodically.

CORPORATE RESPONSIBILITY STATEMENT (CSR):

Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions of Corporate Social Responsibility are not applicable to the Company as the Company is not falling under the required parameters.

SECRETARIAL AUDIT:

As required under Section 204 of the Companies Act, 2013 Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretary is attached and forms part of the Board Report. The Report does contain qualification, reservation or adverse remark or disclaimer on the appointment of Company Secretary, We have to state that the Company is in the process of appointment of full time Company Secretary.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

INTERNAL FINANCIAL CONTROLS:

Your Company has Adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Internal Auditor's review which is deliberated upon and corrective action taken, where ever required.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Co. has no subsidiary or joint venture.

CODE OF CONDUCT

The Company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all Directors and senior management personnel of the company. The company has received confirmation from all the Directors and senior management personnel of the company on the compliance of the said code of conduct.

LISTING OF SHARES

The Company's shares are listed at Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. We gather that Vadodara Stock Exchange has ceased to be a Stock Exchange and hence listing would now be only at BSE. Listing fees to BSE is paid.

INSURANCE

All the assets of the Company are insured.

HUMAN RESOURCES

The relationship of your company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Stock Exchange, clients and Central & State Government authorities and stakeholders.

By Order of the Board of Directors

For M. B. PARIKH FINSTOCKS LIMITED

MAHESH BHOGILAL PARILKH CHAIRMAN AND MANAGING DIRECTOR DIN No. 00212486

Place: Mumbai

Date: 22.05.2015


Mar 31, 2014

Dear Members,

The Directors present herewith the Twentieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs) Year Ended Year Ended 31/03/2014 31/03/2013

Profit before Tax (1.13) 1.61

Less : Provision for Taxation (154) -

Add : Prior period adjustment/ (deferred tax liability) - -

Profit after Tax 0.41 (4.46)

Balance b/f 60.52 64.98

Balance carried to balance sheet 60.93 60.52

2. OPERATIONS / DIVIDEND

The Company made profit of Rs.40,885/- after interest, depreciation and tax. With a view to conserve resources, no dividend is proposed. We propose to retain Rs. 40,855/- in the Surplus.

3. CLOSURE OF CDSL

In view of Continuous Loss Making operation, the management decided to close CDSL operations and surrender Depository Participant Membership. Accordingly D/P Membership is surrendered on 26-02-2014 after Complying Formalities including notice in Newspaper dated 01-02-2014. SEBI has accepted surrender of registration as D/P of CDSL vide letter date 23-04- 2014.

4. DIRECTORS

Mrs. Sudha P. Kapadia retires by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re- appointment.

5. FIXED DEPOSITS

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

6. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in the said Section and Rules.

7. COMPLIANCE CERTIFICATE

In terms of subsection (1) of session 383A read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s Sanjay Dholakia & Associates, Practicing Company Secretary and is attached to this Report.

8. LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. The Company has already paid listing fees to them for the year 2014 - 2015.

9. INSURANCE

All the assets of the Company are insured.

10. HUMAN RESOURCES

The relationship of your Company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc.

11. CODE OF CONDUCT

The company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all the Directors

12. DISCLOSURE U/S 274(1)(g)

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274(1)(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2014 on a going concern basis.

14. CORPORATE GOVERNANCE

As per the requirements of Listing Agreement with Stock Exchange, a report on Corporate Governance is made a part of the Annual Report.

15. AUDITORS

M/s. B. R. Pancholi & Co, Prop. Mr. Bhupendra R. Pancholi, Statutory & Tax Auditors (Chartered Accountants) retire at the forthcoming Annual General. The Co. places on record its sincer appreciation for the services & advice. The Board recommends appointment of M/s. B. R. Pancholi & Co. a partnership firm for the year ending 31st March 2015. You are requested to appoint them and fix their remuneration.

16. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, shareholders, customers and employees for achieving these results.

By order of the Board, Dated : 24th May, 2014 M. B. PARIKH F INSTOCKS LIMITED, Place : Mumbai

Registered Office: 705, Galav Chambers, MAHESH B. PARIKH Sayajigunj, Vadodara, 390 005. MANAGING DIRECTOR


Mar 31, 2012

The Directors present herewith the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs.in Lacs)

Year Ended Year Ended 31/03/2012 31/03/2011

Profit before Tax (4.30) (13.80)

Less: Provision for Taxation - 0.05

Add: Prior period adjustment/ (deferred tax liability) 4.19 (0.22)

Profit after Tax (0.11) -

Balance b/f 65.09 (13.63)

Balance carried to balance sheet 64.98 65.09

2. OPERATIONS /DIVIDEND

The year witnessed recession and downturn in capital market. The Company suffered a loss of Rs. 9.15 Lacs on trading. Depository activities at low level also made dent in Co's earnings. Co's investment also suffered due to providing valuation at Mark to Market on existing investments and futures and options outstanding position. The Company has a prudent policy to value investments at actual value as on 31.03.2012. We hope the economy & Capital Market in particular would stabilize soon to bring back retail & corporate investors.

3. DIRECTORS

Mr. Govind Rathi retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

4. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in the said Section and Rules.

6. COMPLIANCE CERTIFICATE

In terms of subsection (1) of session 3 83A read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s Sanjay Dholakia & Associates, Practicing Company Secretary and is attached to this Report.

7. LISTING OF SHARES

The Company's shares are listed on Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. The Company has already paid listing fees to them for the year 2011 - 2012.

8. INSURANCE

All the assets of the Company are insured.

9. HUMAN RESOURCES

The relationship of your Company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc. The Company appreciates the value of maintaining high morale amongst its employees and has always endeavored to keep it at highest level.

10. CODE OF CONDUCT

The company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all the Directors and senior management personnel of the company. The company has received confirmation from all the Directors and senior management personnel of the company on the compliance of the said code of conduct.

11. DISCLOSURE U/S 2 74(l)(g)

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274(1 )(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

13. CORPORATE GOVERNANCE

As per the requirements of Listing Agreement with Stock Exchange, a report on Corporate Governance is made a part of the Annual Report.

14. AUDITORS

M/s. B. R. Pancholi & Co., Statutory & Tax Auditors (Chartered Accountants) retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint them and fix their remuneration.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, shareholders, customers and employees for achieving these results.

Dated: 30th May 2012 By order of the Board,

Place : Mumbai For M. B. PARIKH FINSTOCKS LIMITED,

Registered Office: MAHESH B. PARIKH

705, Galav Chambers, CHAIRMAN

Sayajigunj, Vadodara, 390 005.


Mar 31, 2011

The Directors present herewith the Seventeenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

Year Ended Year Ended 31/03/2011 31/03/2010

Profit before Tax (13.80) 9.81

Less : Provision for Taxation 0.05 1.33

Add : Prior period adjustment/ (deferred tax (0.22) (0.10) liability)

Profit after Tax 8.38

Balance b/f (13.63) 70.34

Balance carried to balance sheet 65.09 78.72

2. OPERATIONS / DIVIDEND

The year witnessed recession and downturn in capital market the Company suffered a loss of Rs. 14.23 Lacs on trading. Depository activities at low level also made dent in Co's earnings. Co's investment also suffered due to providing valuation at Mark to Market on existing investments and futures and options outstanding position. The Company has a prudent policy to value investments at actual value as on 31.03.2011. We hope to reverse these adverse features in current year.

3. DIRECTORS

Mr. Jitendra Sharma retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

4. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in the said Section and Rules.

6. COMPLIANCE CERTIFICATE

In terms of subsection (1) of session 383A read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s Sanjay Dholakia & Associates, Practicing Company Secretary and is attached to this Report.

7. LISTING OF SHARES

The Company's shares are listed on Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. The Company has already paid listing fees to them for the year 2010 – 2011.

8. INSURANCE

All the assets of the Company are insured.

9. HUMAN RESOURCES

The relationship of your Company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc. The Company appreciates the value of maintaining high morale amongst its employees and has always endeavored to keep it at highest level.

10. CODE OF CONDUCT

The company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all the Directors and senior management personnel of the company. The company has received confirmation from all the Directors and senior management personnel of the company on the compliance of the said code of conduct.

11. DISCLOSURE U/S 274(1)(g)

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274(1)(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2011 on a going concern basis.

13. CORPORATE GOVERNANCE

As per the requirements of Listing Agreement with Stock Exchange, a report on Corporate Governance is made a part of the Annual Report.

14. AUDITORS

M/s. B. R. Pancholi & Co., Statutory & Tax Auditors (Chartered Accountants) retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint them and fix their remuneration.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, shareholders, customers and employees for achieving these results.

By order of the Board, For M. B. PARIKH FINSTOCKS LIMITED,

Dated : 29th June, 2011 Place : Mumbai MAHESH B. PARIKH Registered Office: CHAIRMAN 705, Galav Chambers, Sayajigunj, Vadodara, 390 005.


Mar 31, 2010

The Directors present herewith the Sixteenth Annual Report of your Company together with the Audited Accounts for the year ended 31s1 March, 2010.

1. FINANCIAL RESULTS (Rs. in Lacs)

Year Year Ended 31/03/2010 Ended 31/03/2009

Profit before Tax 9.81 7.55

Less : Provision for Taxation 1.33 4.93

Add : Prior period adjustment/ (deferred tax liability) (0.10) 0.02

Profit after Tax 8.38 2.64

Balance b/f 70.34 67.70

Balance carried to balance sheet 78.72 70.34

2. OPERATIONS / DIVIDEND

The year witnessed unprecedented global recession and downturn in capital market caused by a varieties of factors operating globally and cross border impact including the crisis in Europe & USA. As a result the companys activities also had adverse impact on its operations and income & Investment and Stock-in-trade also suffered sizeable losses owing to drop in share prices. The Indian Market saw an immediate up surge post the elections of the largest democracy of the world with Congress Government coming back to power under the dynamic leadership of Dr. Manmohan Singh as P.M. and Mr. Pranab Mukherjee as a reformist Finance Minister. However, the market is now looking up with the induction of visibly stable government and effect of stimulus packages administered globally and domestically. This would give the company opportunity to perform better in the coming period.

3. DIRECTORS

Mr. Lalit P. Dalai retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

4. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in the said Section and Rules.

6. COMPLIANCE CERTIFICATE

In terms of subsection (1) of session 383A read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s Sanjay Dholakia & Associates, Practicing Company Secretary and is attached to this Report.

7. LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Ltd. and Vadodara Stock Exchange Ltd. The Company has already paid listing fees to them for the year 2009 - 2010.

8. INSURANCE

All the assets of the Company are adequately insured.

9. HUMAN RESOURCES

The relationship of your Company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc. The Company appreciates the value of maintaining high morale amongst its employees and has always endeavored to keep it at highest level.

10. CODE OF CONDUCT

The company has adopted the code of conduct as per revised Clause 49 of the Listing Agreement applicable to all the Directors and senior management personnel of the company. The company has received confirmation from all the Directors and senior management personnel of the company on the compliance of the said code of conduct.

11. DISCLOSURE U/S 274(1 )(g)

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274(1 )(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2010 on a going concern basis.

13. CORPORATE GOVERNANCE

As per the requirements of Listing Agreement with Stock Exchange, a report on Corporate Governance is made a part of the Annual Report.

14. AUDITORS

M/s. B. R. Pancholi & Co., Statutory & Tax Auditors (Chartered Accountants) retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint them and fix their remuneration.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, shareholders, customers and employees for achieving these results.

By order of the Board, For M. B. PARIKH FINSTOCKS LIMITED, Dated : 10th June, 2010

Place : Mumbai

MAHESH B. PARIKH Registered Office: CHAIRMAN

705, Galav Chambers, Sayajigunj, Vadodara, 390 005.

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