Airan Ltd Directors Report

To,

The Members(s),

The Directors present this Integrated Annual Report of Airan Limited ("the Company" or "AIRAN") along with the audited financial statements for the financial year ("FY") ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL YEAR 2024-25 AT GLANCE: Financial Highlights:

The Companys financial performance (standalone and consolidated) for the year ended on March 31, 2025 is summarized below:

				(Rs. in lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	9407.52	9227.89	10649.84	10549.66
Other Income	1029.51	231.60	1113.21	305.22
Total Income	10437.03	9459.49	11763.05	10854.88
Operating expenditure before Finance cost, depreciation and amortization	7856.99	7590.57	8840.21	8591.28
Earnings before Finance cost, depreciation and amortization (EBITDA)	2580.04	1868.92	2922.84	2263.30
Less: Finance costs	2.23	20.58	8.44	30.70
Depreciation and amortization expense	429.06	376.41	542.87	545.77
Profit before tax	2148.75	1471.93	2371.53	1687.13
Less: Tax expense	468.14	338.36	494.97	398.17
Add:Total Other Comprehensive income	(7.94)	(25.08)	(19.54)	(25.56)
Profit for the year (PAT)	1672.67	1108.49	1857.02	1263.40

Year at a Glance

Financial Performance - Standalone Basis

During the year under review, the total income of the Company for the year ended March 31, 2025 was Rs. 10437.03 Lakh as against the total income of Rs. 9459.49 Lakh for the previous year ended March 31, 2024. The Total Income of the company was increased by 10.33% over previous year.

The Company has earned a Net Profit after Tax of Rs.1672.67 Lakh for the year under review as compared to Net Profit of Rs. 1108.49 Lakh in the previous year. The profit of the Company increased about 50.90% as compared to previous financial year.

Financial Performance - Consolidate Basis

The total income of the Company for the year ended March 31, 2025 was Rs. 11763.05 Lakh as against the total income of Rs. 10854.88 Lakh for the previous year ended March 31, 2024. The Total Income of the company was increased by 8.37 % over previous year. The Company has earned a Net Profit after Tax of Rs. 1857.02 Lakh for the year under review as compared to Net Profit of Rs. 1263.40 Lakh in the previous year. The profit of the Company increased about 46.98 % as compared to previous financial year.

Consolidated Financial Statements

The Consolidated financial statements of the Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2024-25 (Previous Year Nil).

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company. The Registered Office of the Company is situated at 408, Kirtiman Complex, B/h. Rembrandt, C. G. Road, Ahmedabad-380 006.

SHARE CAPITAL: Authorized Capital

The present Authorized Capital of the Company is Rs.26,00,00,000 (Rupees Twenty-Six Crores Only) divided into 13,00,00,000 (Thirteen Crores) Equity Shares of Rs. 2.00 each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.25,00,40,000 (Rupees Twenty Five Crore Forty Thousand Only) divided into 12,50,20,000 (Twelve Crore Fifty Lakhs Twenty Thousand) Equity Shares of Rs. 2.00 each. The entire Paid-up Equity shares of the Company are listed at BSE Limited & National Stock Exchange of India Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

As on March 31, 2025, the Board of Directors of the Company comprised the following members:

Name of Director	Designation
Mr. Sandeepkumar Vishwanath Agrawal	Chairman & Managing Director
Mrs. Poonam Sandeepkumar Agrawal	Executive Director
Mr. Abhishek Sandeepkumar Agrawal	Non-Executive Director
Mr. Manish Chidambaram Iyer	Independent Director
Ms. Bhoomika Aditya Gupta	Independent Director
Mr. Siddharth Sampatji Dugar	Independent Director
Mr. Ajit Gyanchand Jain	Independent Director

The Board comprises a balanced mix of two Executive Directors, one Non-Executive Non-Independent Director, and four Independent Directors, bringing diversity in experience and expertise.

In the opinion of the Board, all Independent Directors meet the criteria of independence as specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. They possess the requisite qualifications, expertise, and integrity, in accordance with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A detailed matrix of key skills, expertise, and core competencies of the Board, including that of the Independent Directors, is provided on page no. 33 of this Annual Report.

Further disclosures regarding Board composition and related matters are provided in the Corporate Governance Report forming part of this Annual Report.

Appointment/Re-appointment:

The Board of Directors, at its meeting held on August 31, 2024, based on the recommendation of the Nomination and Remuneration Committee and pursuant to a request from Mr. Ajit Gyanchand Jain (DIN: 07827804), approved his reappointment as an Independent Director for a second term of five (5) years. The said re-appointment was duly approved by the Members at the 29th Annual General Meeting held on September 28, 2024, conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943), Director, retired by rotation at the 29th Annual General Meeting and, being eligible, offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommended his re-appointment, which was approved by the Members.

Cessation

There was no cessation of directorship during the financial year under review. No director resigned from the Board during FY 2024–25.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

The Board meets at regular intervals to deliberate on business performance, strategies, and other key matters. As per statutory requirements, Board meetings are held at least once every quarter to review the financial and operational performance of the Company. Additional meetings are convened as and when necessary. The meetings are held either at the registered office of the Company or through audio-visual means in compliance with applicable laws.

During the year under review, Board of Directors of the met 5 (Five) times, viz 28th May, 2024, 14th August, 2024, 31st August, 2024, 14th November, 2024 and 14th February, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has four Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all four Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management. A separate meeting of Independent Directors was held on 31st March, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://airanlimited.com/docs/Terms%20and%20Conditions%20of%20ID.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2024-2025. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

Familiarization Program for Independent Directors:

The Company conducts a structured Familiarization Programme to equip Independent Directors with the knowledge of their roles, responsibilities, and rights. The programme also includes an overview of the Companys operations, business model, industry landscape, and key policies.

Independent Directors are regularly updated through presentations and discussions at Board meetings covering strategy, operations, finance, regulatory updates, and industry developments, particularly relevant to the agricultural and technology sectors.

Details of the familiarization programmes imparted to Independent Directors are available on the Companys website at: https://airanlimited.com/docs2023/Familiarization%20Programmes%20of%20ID%20(2).pdf

Information on Directorate

During the year under review, there were following changes in the Directorship of the Company.

i. Change in Designation of Director

The Board of Directors of the Company has, in their Board Meeting held on August 31, 2024, On Recommendation of Nomination and Remuneration Committee and on Request of Mr. Ajit Gyanchand Jain, approved reappointment of Mr. Ajit Gyanchand Jain (DIN:- 07827804) as an Independent Director for a second term of 5 years and the same has also been approved by the Members of the Company at their Annual General Meeting held on September 28, 2024, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")

ii. Resignation of Independent Director

There was no resignation of any Independent Director during the financial year under review.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943), Non Executive Director of the Company retires by rotation at the ensuing annual general meeting. he, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Director is annexed to the Notice convening the 30th annual general meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons were designated as Key Managerial Personnel of the Company during the year under review:

? Mr. Sandeepkumar Vishwanath Agrawal – Chairman & Managing Director

? Mr. Krunal Ashokkumar Jethva – Chief Financial Officer

? Mrs. Stuti Kinariwala – Company Secretary and Compliance Officer

As on the date of this report, there has been no change in the Key Managerial Personnel of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Boards Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://airanlimited.com/docs/whistle-blower-policy%20(1).pdf

Nomination and Remuneration Policy

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

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure – B.

The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at https://airanlimited.com/ During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2025.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at https://airanlimited.com/docs2023/MGT-7%20Airan%2031032025.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link https://airanlimited.com/docs/Policy%20on%20Related%20Party%20Transactions.pdf Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations. M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued an report annexed as an Annexure C to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31st March, 2025, our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitment have occurred that would affect financial position of the company from end of the financial year of the company to which financial statements relate and the date of the directors report.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31st March, 2025 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure – D.

In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-2025, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2025.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy –

i.) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii.) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii.) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption –

i.) The effort made towards technology absorption: Not Applicable.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

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

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv.) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: 97.89 lacs

ii.) Details of Foreign Exchange Expenditure: 1.98 lacs

Corporate Social Responsibility

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. As at March 31, 2025, the CSR Committee comprised Mrs. Poonam Agrawal (Executive Director) as Chairperson and Mrs. Bhoomika Gupta (Non-Executive Independent Director) and Mr. Siddharth Sampatji Dugar (Non-Executive Independent Director) as Members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year under review, CSR Committee met 2 (Two) times on 28th May, 2024 and 1st March, 2025. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities and annual report on CSR activities. The CSR Policy may be accessed at the web link https://airanlimited.com/docs/CSR_FINAL.pdf Annual Report on CSR activities in prescribed format is annexed as an Annexure – E.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure – F.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure G.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants, Surat (FRN: 123009W) were appointed as Statutory Auditors of your Company at the 27th Annual General Meeting held on September 24, 2022, for a term of Four consecutive years. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S SMJ & Associates(FRN: 137347W). as an Internal Auditor of the Company for the FY 2024-25.

DISCLOSURE OF TOTAL FEES PAID TO STATUTORY AUDITOR, ON A CONSOLIDATED BASIS

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to statutory auditors of the Company and other firms in the network entity of which the statutory auditors are a part, during the year ended March 31, 2025, is Rs.4,94,000/-plus GST.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

APPOINTMENT OF SECRETARIAL AUDITORS

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to appoint M/s. SCS and CO. LLP, a peer reviewed firm (Firm Registration Number L2020GJ008700)., Company Secretaries a firm of Company Secretaries in Practice, Peer review No. 5333/2023) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years to hold office from Financial Year 2025-26 upto Financial Year 2029-30, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. SCS & Co. LLP, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure - H.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

COMPLAINCE STATUS UNDER MATERNITY BENEFIT ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such incidence took place during the year.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely https://airanlimited.com containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees under any scheme including Employee Stock Option Scheme (ESOS).

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:		For and on behalf of Board of Directors
408, Kirtiman Complex, B/h.	Rembrandt Building,	Airan Limited
C. G. Road, Ahmedabad, Gujarat-380006.		CIN: L74140GJ1995PLC025519
Date : August 30, 2025	Poonam Sandeepkumar Agrawal	Sandeepkumar Vishwanath Agrawal
Place : Ahmedabad	Executive Director	Chairman and Managing Director
	DIN 01712128	DIN 02566480