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

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 31^st 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.

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

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 ("IndAS").

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.

Post takeover of the Company by new management and new promoters, the Company has focused its operations into the leasing and renting of heavy earthmoving 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 earthmoving 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 202425, 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.

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 earthmoving equipment and civil works. This strategic pivot has streamlined our operations and positioned the Company for future growth in these specialized sectors.

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

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 202425 the Board of Directors of the Company vide Board Resolution dated 08^th 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 202526 pursuant to Section 91 of Companies Act, 2013 and applicable rules thereunder and Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^st 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 202425 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.

As on 31^st 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 paidup capital of the Company.

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.

After the closure of financial year, The Board of Directors of the Company passed the Board resolution dated 25^th 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 paidup Equity Shares of Face Value of ?10/ each.

ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully PaidUp 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, 26^th 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.

a) Expansion of business line

b) Increase in customer base

c) Experienced Management and Skilled Talent

d) Contracts and Asset Portfolio

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 FiftyTwo Crore only), divided into 5,20,00,000 Equity Shares of Rs.10/ each. This change was approved via an Ordinary Resolution passed on 12^th June, 2025, through a postal ballot and remote Evoting 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 12^th June, 2025, through a postal ballot and remote Evoting process.

The registered office of the Company has been shifted from existing House, Survey No. 2523, Coastal Highway, Umersadi, Valsad, Killa Pardi, Gujarat, India396125 TO 706, 7th Floor, IBC (International Business center), Dumas Road, Piplod, Surat, Gujarat395007 by way of postal ballot through remote evoting process by members of the Company with effect from 12^th June, 2025.

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 13^th June 2025.

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

The Authorised Share Capital of the Company as on 31^st 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 12^th June, 2025 passed through postal ballot.

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

The issued, subscribed, and paidup equity share capital of your Company as on 31^st 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").

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.

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

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 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 25^th 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 paidup Equity Shares of Face Value of Rs.10/ each.

ii. Rights issue Shares: Issue of up to 4,80,00,000 Fully PaidUp 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, 26^th 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.

a) Expansion of business line

b) Increase in customer base

c) Experienced Management and Skilled Talent

d) Contracts and Asset Portfolio

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.

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.

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.

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 subregulation (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 paidup 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 subregulation (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.

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 reappointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ reappointed, 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 31^st AGM.

Board recommends his reappointment to the members for consideration in the ensuing 31^st Annual General Meeting.

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

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 30^th Annual general Meeting held on 18^th September, 2024.

Mr. Yagnik Bharatkumar Tank was appointed as an additional Director (Executive) of the Company with effect from 07^th 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 07^th 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 07^th 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.

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 30^th 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 30^th April, 2025;

Mr. Sanam Kashinath Umbargikar (DIN: 03394367) has been appointed as Additional/NonExecutive Independent Director w.e.f. 30^th April, 2025 for a period of five years and regularised as the "NonExecutive 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/NonExecutive Independent Director) w.e.f. 30^th April, 2025 for a period of five years and regularised as the "NonExecutive 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/NonExecutive Independent Director) w.e.f. 30^th April, 2025 for a period of five years and regularised as the "NonExecutive 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 14^th 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 14^th 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 14^th 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 NonExecutive Women Independent Director of the Company with effect from 14^th 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 NonExecutive Women Independent Director of the Company with effect from 14^th 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 15^th May, 2025;

Ms. Poonam Khemka has appointed as Company Secretary and Compliance Officer of the Company with effect from 15^th 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 30^th 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 01^st May, 2025 by way of postal ballot through remote evoting 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 30^th 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 01^st May, 2025 by way of postal ballot through remote evoting 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 7^th 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 evoting 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 19^th July, 2025

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

The Company has received a declaration from the Directors in Form MBP1 and Form DIR8 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.

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 reenactment(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).

The Board of Directors has carried out an annual evaluation of its own performance, its committees, independent directors, nonexecutive 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/ Nonexecutive Directors/ Executive Director and the Chairman of your Company.

The performance of Nonindependent 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 Nonexecutive 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 Nonexecutive 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.

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 31^st 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.

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 24^th May 2024, 09^th August 2024, 24^th October 2024, 18^th November 2024, 20^th December 2024, 23^rd January 2025, 05^th February 2025, 7^th February 2025, and 29^th 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:

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 29^th March, 2025 without the presence of NonIndependent Directors and members of the management to consider the performance of NonIndependent 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 NonIndependent 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.

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 interalia 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 31^st March 2025, the Audit Committee comprised of:

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

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

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 postaudit 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 Intercorporate 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 30^th April, 2025, Audit Committee has been reconstituted in the following manner due to change in the management of the Company.

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

II. Meeting of NRC Committee:

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

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 reappointment 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

III. Reconstitution of NRC after the closure of financial year:

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

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

II. Meeting of SRC Committee:

During the financial year under review, the SRC met 5 (Five) times viz. on 24^th May 2024, 09^th August 2024, 24^th October 2024, 23^rd January 2025 and 05^th 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:

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, nonreceipt 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.

III. Reconstitution of SRC after the closure of financial year:

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

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 31^st March, 2025 are as follows:

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.

During the year under review and pursuant to Section VA 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'.

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

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 31^st March 2025 is available on the Company's website at www.arunis.in.

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.

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 30^th AGM held on 18^th 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 30^th AGM till the conclusion of 35^th AGM to be held for the financial year ending 31^st 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 selfexplanatory 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 31^st Annual General Meeting till the conclusion of 36^th 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.

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 reenactment 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 202425 of the Company.

Further, the Board of Directors in its meeting held on 08^th 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 202526.

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 202425. 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 202526

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 31^st AGM forming part of this Annual Report.

The provision of subsection (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.

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 31^st March 2024.

During the financial year under review, the Company has complied with the applicable SS1 (Secretarial Standard on Meetings of the Board of Directors) and SS2 (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.

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 note26 forming part of the financial statements.

There was no materialrelated 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. AOC2 is not applicable.

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.

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 coreend markets, inflation uncertainties, adverse regulatory developments, etc. During the financial year, risk analysis and assessment were conducted, and no major risks were noticed.

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.

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.

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

The Company did not have any of its securities lying in demat/unclaimed suspense account arising out of public/ bonus/rights issue as on 31^st 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.

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.

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.

During the financial year under review, there was no instance of onetime 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.

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

Some information in this report may contain forwardlooking 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.

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.

Place: Surat

Date: 8^th September, 2025