White Organic Agro Ltd Directors Report

To

The Members,

WHITE ORGANIC AGRO LIMITED

CIN: L01100MH1990PLC055860

The Board of Directors is pleased to present the 35^th Annual Report and the Audited Financial Statements for the year ended 31^st March, 2025, covering the business and operations of your Company.

FINANCIAL HIGHLIGHTS

Sr. No. Particulars	31st March 2025	31st March 2024
I Revenue From Operations	1,963.31	3,345.24
II Other Income	473.53	427.69
III Total Income (I+II)	2,436.84	3,772.93
IV Profit/ (loss) before Tax	231.67	170.97
V Profit/(Loss) after Tax	173.06	117.17

COMPANYS AFFAIRS

White Organic Agro (BSE: WHITEORG) is Mumbai based listed entity in edible organic farming and retail business and also trading of agriculture products mainly in rice, with a vision to empower the farmers and tap ever-expanding market for organic food. The Company is selling over various organic products in 12 major categories and 17 sub categories, from cereals to pulses, grains to vegetables, fruits to health supplements and skincare products to snacks (by following strict quality checks at each level of activity)

White Organic Agro is the pure play entity in the Indian organic food sector from farm to home. The Company has seen a huge demand in the organic food segment and also a team of experienced professionals who are into the business of organic farming for over 20+ years of experience on the ground level.

The Company is focusing on expansion of retail segment of the business and exploring models like online e-store and tie ups with e-marketplaces, like Grofers, Big Basket and Amazon, and the export channel with strategic tie-ups with international companies.

In the financial year 2024-2025, the Company has earned a profit of INR. 173.06 lacs on standalone basis as compared to Profit of INR. 117.17 Lacs during the previous financial year 2023-2024.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2024-2025:

A. The Company has not issued any equity shares with differential rights.

B. The Company has not issued any Sweat Equity Shares.

C. Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.

D. The Company has not raised any Funds in any manner.

DEPOSITS

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review or any preceding financial years. Hence no amount of principal or interest is outstanding / repayable.

DIVIDEND

The Board of Directors does not propose to declare any Dividend for the Financial Year 2024-25.

RESERVES

The Company has not transferred any amount to the Reserves.

BOARD OF DIRECTORS & KMPs:

Following changes have taken place in the Board of Directors and KMPs of the Company during the reporting financial year:

• Appointments:

• Mr. Darshak Rupani (DIN: 03121939) was liable to retire by rotation and re-appointed at the 34^th Annual General Meeting held on 31^st August, 2024.

• Post closure of financial year, Ms. Bhavika Thakkar (DIN: 09854905) has been appointed as an Additional NonExecutive Independent Women Director of the Company with effect from 01^st September, 2025 for a term of 5 consecutive years, subject to approval of shareholders at the upcoming Annual General Meeting.

• Cessations:

• Mrs. Jigna Thakkar shall cease to hold the position of Independent Director of the Company upon the expiry of her term of appointment, with effect from close of business hours of 04^th September, 2025.

• Upcoming Appointments at the AGM

• Mr. Prashantt Rupani (DIN: 03138082) is liable to retire by rotation at the 35^th Annual General Meeting (AGM) of the Company. Being eligible, he has offered himself for re-appointment, and the Board recommends his re-appointment to the shareholders.

• The Board proposes to appoint Ms. Bhavika Thakkar (DIN: 09854905) as a Non-Executive Independent Women Director of the Company with effect from 01^st September, 2025. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company at their meeting held on 28^th August, 2025, appointed as an Additional Non-Executive Independent Women Director of the Company with effect from 01^st September, 2025 for a term of 5 consecutive years, recommends her appointment at the 35^th Annual General Meeting.

The Board places on record its appreciation for all the Directors and KMP mentioned above for their invaluable contribution and guidance provided to the Company during their tenure.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have further confirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Act.

BOARD EVALUATION

According to the provisions of the Act, the corporate governance requirements as prescribed by the SEBI Listing Regulations and the guidance note on Board evaluation issued by SEBI on 5^th January 2017, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure of the Board, meetings and functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to committees, effectiveness of board processes, information and functioning and quality of the relationship between the Board and the Management, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, independence of the committee from the board, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the knowledge and competency, fulfilment of functions, ability to function as a team, initiatives taken, availability and attendance at meetings, integrity, independence, contribution at Board/committee meetings and guidance/support to the management outside board/committee meetings, etc. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders interests in mind and motivating and providing guidance to the executive Directors, etc.

In a separate meeting of Independent Directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The Board of Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the operation of the Company and nature of its business. Detailed disclosure under the said head shall be included under the head Management Discussion and Analysis Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times during the Financial Year and details of the same are mentioned in the Corporate Governance report which forms a part of the Boards report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently, the Board has the following committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees of the Board is mentioned in the Corporate Governance Report which forms a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Provisions of section 134(5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. 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 as at 31^st March, 2025 and of the profit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That the Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. That 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.

ORDERS PASSED BY REGULATORY AUTHORITY

During the financial year under review, the Company received an Interim Order-cum-Show Cause Notice bearing reference no. WTM/ASB/CFID/CFID-SEC6/30323/2024-25 dated 06^th May 2024, issued by the Securities and Exchange Board of India (SEBI). The notice alleges that the Company and certain Directors have violated provisions of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

It is important to note that no monetary fines or penalties have been imposed under the said order. Acting on expert legal advice, the Company has been taking all necessary steps to bring the matter to a logical and fair conclusion while safeguarding the interests of the Company and its stakeholders. Accordingly, a detailed response has been submitted, and a Common Settlement Application covering all Noticees was filed with SEBI on 01^st July 2024.

Pursuant to the aforesaid application, SEBI has issued a Settlement Order dated 05^th March 2025 in relation to Mrs. Jigna Thakkar (DIN: 07279163), Independent Woman Director of the Company along with Mr. Chandresh Jain and Mr. Dharmesh Bhanushali, erstwhile Independent Directors of the Company. The order was passed following SEBIs acceptance of the settlement terms and receipt of the settlement amount, such that the specified proceedings initiated against the applicant are disposed of in terms of SEBI regulations.

The Board of Directors reiterates that the Company has always upheld the highest standards of corporate governance, transparency, and disclosure, and remains fully committed to maintaining these standards. The management believes that the observations in the interim order are based on misinterpreted facts and assumptions, which are being appropriately contested. Consequently, no material impact on the financial or operational activities of the Company is anticipated.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate or Joint Venture Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A"

WEBLINK OF ANNUAL RETURN

The annual return is available on the website of the Company. The weblink for said annual return filed by the Company is: http://whiteorganicagro.com/investor relations.html.

FOREIGN EXCHANGE EARNING AND OUTGO

The total Foreign Exchange income and outflow during the reporting financial year under review is as under:

Particulars	31st March 2025	31st March 2024
Foreign Exchange outflow	-	-
Foreign Exchange inflow	-	-

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of Companies Act, 2013 read with Rule 3 of Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 the Company is not covered under subsection (1) of section 135 of the Act and hence, not required to comply with the provision relating to CSR.

CORPORATE GOVERNANCE

Our Corporate governance philosophy: Your Companys philosophy on Corporate Governance has been to ensure fairness to the stakeholders with full transparency and to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2025 forms a part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report.

VIGIL MECHANISM

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Apart from the above, there are no material changes and Commitments affecting the Financial Position of the Company from 01^st April, 2025 till the date of issue of this report.

NOMINATION AND REMUNERATION POLICY

The Company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company including criteria for determining qualifications, independence of Director and other matters, as required under Section 178(3). The composition forms a part of the Corporate Governance Report and the said policy is available at the registered office of the Company.

PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON-EXECUTIVE DIRECTORS

During the year under review, the company has not entered into any transaction with its Non-Executive Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year under review, the Company has not given any guarantee to any party as provided under Section 186 of the Companies Act, 2013. The details of investments made and loans granted by the Company are provided in note No. 3 and 9 to the financial statements.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company with related parties during FY 24-25 were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any transactions, contracts or arrangements with related parties that could be considered material in accordance with the Companys policy on related party transactions drawn in accordance with relevant regulations applicable to the Company. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable

The details of such transactions entered by the Company with Related Party Transactions which are at Arms Length Price and in Ordinary Course of Business are provided in Note No. 30 of the Financial Statements.

STATUTORY AUDITORS:

Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules made thereunder, based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 12^th August, 2022 and shareholders at the 32^nd Annual General Meeting, have re-appointed of M/s. Gupta Raj & Co., Chartered Accountants, as the statutory auditors of the Company for the second term of five consecutive years to hold office from the conclusion of 32^nd AGM till the conclusion of the 37^th AGM of the Company to be held in the year 2027.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Rachana Maru Furia & Associates, Company Secretaries, Mumbai, in the Board Meeting held on 13^th February, 2025, to undertake the Secretarial Audit of the Company for the F.Y. 2024-25.

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2024/218 dated 12^th December, 2024 and Regulation 24A of SEBI (LODR) Regulations, 2018, the Board proposes the appointment of M/s. Rachana Maru Furia & Associates, Company Secretaries, as the Secretarial Auditor of the Company for five (5) consecutive financial years commencing from the financial year 2025-26 up to the financial year 2029-30, subject to Members approval at the forthcoming AGM on Friday, 26th September, 2025.

The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this report.

DIRECTORS COMMENTS ON QUALIFICATIONS OR OBSERVATIONS:

With respect to the reports issued by statutory auditors and secretarial auditor respectively, following are the comments, explanations provided by the management on respective remarks.

? Statutory Auditors Report:

1. Auditors Comments: The Company exited its 75% stake in Future Farms LLP in FY 2020-21. The investment of ^201.91 lakhs was converted into a recoverable loan, which remains outstanding since 2021. While management considers it recoverable, in our view a provision should be made, which would reduce profit and Loans & Advances by ^201.91 lakhs.

Managements Response: At present, the management is unable to reasonably estimate the financial impact due to certain limitations, such as insufficient data, ongoing assessments, and pending external confirmations. Nevertheless, the management is committed to resolving this matter and will initiate appropriate remedial measures such as conducting detailed internal reviews, engaging with relevant stakeholders, and seeking expert consultations, if required. The objective is to gather the necessary information and determine the financial implications as accurately as possible. Regular updates will be provided as greater clarity is achieved.

2. Auditors Comments: The Company has not transferred the unpaid dividend of ^45,669 pertaining to FY 1997-98 to the Investor Education and Protection Fund, as required under Sections 124(5) and 125 of the Companies Act, 2013, resulting in non-compliance with the said provisions.

Managements Response: The management has taken cognizance of the matter and initiated steps to address it. The liability pertains to FY 1997-98, when records were maintained in physical form. Due to subsequent changes in management, certain historical records have been misplaced or lost. The Company has approached the Registrar and Transfer Agent (RTA) and the Registrar of Companies for assistance in retrieving the necessary details. Owing to non-availability of complete documentation, the funds could not be transferred to the Investor Education and Protection Fund (IEPF) within the prescribed timeline. The management is actively pursuing the matter and is making efforts to trace or reconstruct the records to ensure compliance at the earliest.

? Secretarial Auditors Report:

Secretarial Auditors Observations:

a) An amount of ^45,669 remains pending for transfer to the IEPF account.

b) The Company is in the process of rectifying certain entries in the Index of Charges on the MCA portal.

c) There were marginal delays in intimating the Stock Exchange about the loss of share certificates and the issuance of duplicate certificates under Regulation 39(3). These delays were isolated and had no material impact on governance.

d) Following the resignation of Mr. Dharmesh Bhanushali (Independent Director) on 10 June 2024, one Audit Committee meeting was held without the required quorum as per Regulation 18(2), until the appointment of Mr. Pritesh Doshi.

Managements Response:

a) The matters relating to IEPF are already being addressed with the Registrar of Companies.

b) The Company has implemented corrective measures and is now compliant with the applicable requirements.

c) The marginal delays noted were due to unforeseen technical disruptions, including temporary downtime of the Companys email communication system, which affected timely submissions.

d) The temporary deviation in Audit Committee quorum arose due to a mid-year vacancy and has since been regularized with the appointment of a new Independent Director.

The Board will continue to take necessary steps to ensure adherence to regulatory requirements.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk minimization.

CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance is enclosed as "Annexure C" to the Boards report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the Financial Year are enclosed as "Annexure D" to the Boards Report. The Company had 15 permanent employees during the year 24-25.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") to the extent applicable. Since the Company does not have the

minimum number of employees prescribed under the POSH Act for the constitution of an Internal Complaints Committee (ICC), the responsibility of addressing complaints, if any, rests with the Local Complaints Committee (LCC) / District Committee constituted by the District Officer in accordance with the provisions of the Act.

During the year under review, there were no complaints received or cases filed relating to Sexual Harassment of Women at the Workplace. Details of the same provided hereunder:

Number of Complaints filed during the FY	NIL
Number of complaints disposed of during the financial year	NIL
number of complaints pending as on end of the financial year	NIL

COMPLIANCE WITH THE REQUIREMENTS OF MATERNITY BENEFIT ACT, 1961

Your Directors confirm that the Company has extended maternity benefits to its employees in accordance with the provisions of the Maternity Benefit Act, 1961, and is in full compliance with the requirements of the said Act.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud has been reported by the auditor.

OTHER DISCLOSURES

During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

	By Order of the Board
	---Sd/---	---Sd/---
	Mr. Darshak Rupani	Mr. Prashantt Rupani
Date: 28-08-2025	Managing Director	Director
Place: Mumbai	DIN:03121939	DIN:03138082