Your Directors have the pleasure of presenting the Thirty-first (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").

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 2^nd 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 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.

1. FINANCIAL HIGHLIGHTS:

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

(Rs. In 000)

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
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 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 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 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 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 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
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 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, 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.

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 12^th 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 12^th 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 12^th 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 13^th 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 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.

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

The issued, subscribed, and paid-up 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").

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
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 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, 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.

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 31^st AGM.

Board recommends his re-appointment to the members for consideration in the ensuing 31^st 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 31^st March 2025 as per
Section 203 of the Companies Act, 2013:

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 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.

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 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/Non-Executive
Independent Director w.e.f. 30^th 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. 30^th 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. 30^th 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 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 Non-Executive 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 Non-Executive 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 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 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 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 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 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 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 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 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.

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 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:

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

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

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

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 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, 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 30^th April, 2025, SRC has been reconstituted in the following
manner due to change in the management of the Company:

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

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 31^st March, 2025 are as follows:

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 31^st 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 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 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 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.

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 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 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
31^st 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 31^st 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:

Technology absorption:

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 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.

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: 8^th September, 2025