White Organic Agro Ltd Directors Report

To
The Members,
WHITE ORGANIC AGRO LIMITED
CIN: L01100MH1990PLC055860

The Board of Directors is pleased to present the 36th Annual Report and the Audited Financial Statements for the year ended 31st March, 2026, covering the business and operations of your Company.

FINANCIAL HIGHLIGHTS

(Rs.In Lacs)

Sr. No.	Particulars	31st March 2026	31st March 2025
I	Revenue From Operations	1,325.94	1,963.31
II	Other Income	430.43	473.53
III	Total Income (I+II)	1,756.37	2,436.84
IV	Profit/ (loss) before Tax	144.48	231.67
V	Profit/(Loss) after Tax	97.56	173.06

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.

In the financial year 2025-2026, the Company has earned a profit of INR. 97.56 lacs on standalone basis as compared to Profit of INR. 173.06 Lacs during the previous financial year 2024-2025.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2025-2026:

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 2025-26.

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:

? Mrs. Bhavika Thakkar (DIN: 09854905) was been appointed as an Additional Non-Executive Independent Women Director of the Company with effect from 01st September, 2025 for a term of 5 consecutive years, subsequently the said appointment was approved by shareholders at the 35th Annual General Meeting held on 26th September 2025

? Mr. Prashantt Rupani (DIN: 03138082) was liable to retire by rotation at the previous 35th Annual General Meeting. He offered himself for re-appointment and was re-appointed by the shareholders at the 35th Annual General Meeting held on 26th September, 2025

Cessations:

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

Upcoming Appointments at the AGM

Mr. Darshak Rupani (DIN: 03121939) is liable to retire by rotation at the 36th 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 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 5th 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 5 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 31st March, 2026, 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 31st March, 2026 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

The Company had received an Interim Order-cum-Show Cause Notice bearing reference no. WTM/ASB/CFID/CFID-SECG/30323/2024-25 dated 06th May 2024, issued by the Securities and Exchange Board of India (SEBI) for alleged violation of 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 Notices was filed with SEBI on 01st July 2024.

Pursuant to the aforesaid application, SEBI has issued a Settlement Order dated 05th 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. The matter is presently being pursued and the Company awaits settlement of the same in due course.

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.

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

Amount in INR.)

Particulars	31st March 2026	31st March 2025
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, 2026 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 01st April, 2026 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, Mr. Prashantt Rupani occasionally advances demand loans as part of extending support to meet temporary working capital requirements of the Company and is relative (brother) of Mr. Darshak Rupani (Managing Director of the Company) and company proposes to pay remuneration to Mr. Prashantt Rupani (Non-executive Director) of the company.

2013. The details of investments made and loans granted by the Company are provided in note No. 3 to the financial statements.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company with related parties during FY 25-26 were in the ordinary course of business and on an arms length basis and do not fall under the purview of section 188 of the Companies Act, 2013. 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 12th August, 2022 and shareholders at the 32nd 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 32nd AGM till the conclusion of the 37th AGM of the Company to be held in the year 2027.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the rules made there under, SEBI Circular No. SEBI/LAD-NRO/GN/2024/218 dated 12th December, 2024 and Regulation 24A of SEBI (LODR) Regulations, 2018, based on the recommendation of the Board of Directors at its meeting held on 13th August, 2025 and shareholders at the 35th Annual General Meeting, have Appointed M/s. Rachana Maru Furia & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the term of five consecutive years to hold office from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company to be held in the Financial year 2029-30.

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 had a 75% stake in Future Farms LLP which was exited in the year 2020-2021. The Company had invested Rs. 201.91 Lakhs in Future Farms LLP that was later converted into loan as recoverable from Future Farms LLP due to disinvestment. The amount is still outstanding since 2021. The management has not made any provisions towards the same as they are of the opinion that the amount is recoverable. In our opinion, provision need to be made since the amount is outstanding since 2021. Had the provision of Rs. 201.91 Lakhs made during the year the profit would have reduced by Rs. 201.91 Lakhs for the current period and Loan and Advances receivable would have been reduced by Rs. 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 amounting to Rs. 45,669/- pertaining to the financial year 1997-98 to the Investor Education and Protection Fund as required under Section 124(5) and Section 125 of the Companies Act, 2013 that is a non-compliance of the provisions of the Act.

Managements Response: The transaction which lead the liability has taken place in the year 1997-98, an era in which there were all records were maintained in physical form. Due to change in the management of the Company, physical files and records related to various corporate actions have been misplaced or lost. As a result, the current management is unable to determine the details of certain past transactions. The Company has approached the Registrar and Transfer Agent (RTA) and Registrar of Companies for assistance in retrieving the relevant information. However, due to the unavailability of the required documentation, the Company has been unable to transfer the corresponding funds to the Investor Education and Protection Fund (IEPF) within the prescribed timeline. The management is pursing the matter and is trying to locate or reconstruct the missing records to ensure compliance with statutory obligations.

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.

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.

The Board will continue to take necessary steps to ensure adherence to regulatory requirements. Other comments, remarks mentioned by the respective auditors are self-explanatory and do not call for further information.

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 11 permanent employees during the year 25-26.

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.

Mr. Prashant Rupani

Director

DIM: 03138082