Directors Report of White Organic Agro Ltd.

Mar 31, 2025

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

COMPANY''S 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 DIRECTOR''S & 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 Non¬
Executive 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 Board''s 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 SEBI''s
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 Company''s 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 arm''s 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
Company''s 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 Arm''s 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.

DIRECTOR''S 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 Auditor''s 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.

Management''s 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.

Management''s 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 Auditor''s Report:

Secretarial Auditor''s 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.

Management''s 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
Company''s 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 Board''s 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 Board''s 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

---

Mar 31, 2024

The Directors have the pleasure in presenting the 34^th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

		(Rs. In Lacs)
Particulars	Current Year Year	Previous
Sales and Other Income	3,772.93	17,708.08
Net Profit Before Tax	170.97	173.17
Net Profit After Tax	117.17	123.60

COMPANY''S AFFAIRS

White Organic Agro (BSE: WHITEORG) is Mumbai based listed entity in edible organic farming and retail business, 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), it has become a preferred place for people who are health conscious and look for chemical-free food items.

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 24 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 2023-2024, the Company has earned a profit of INR. 117.17 lacs on standalone basis as compared to Profit of INR. 123.60 Lacs during the previous financial year 2022-2023.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2023-2024:

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 2023-24.

RESERVES

The Company has not transferred any amount to the Reserves.

BOARD OF DIRECTOR''S & KMPs:

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

• Appointments:

• Mr. Prashantt Rupani (DIN: 08368392) were liable to retire by rotation and were re-appointed at the 33^rd Annual General Meeting held on 30^th September, 2023.

• Mr. Darshak Rupani has been appointed as CFO w.e.f 18^th August, 2023 in terms of section 203 and had been re-appointed as Managing Director w.e.f 14^th November, 2023 by the Board and shareholders respectively.

• Resignations:

• Mr. Dharmesh Bhanji Bhanushali (DIN: 07424586) has resigned as an Independent Director of the Company w.e.f. 10^th June, 2024.

• Mr. Ronak Desai (PAN: AOCPD8042B), has resigned as CFO (KMP) w.e.f. 17^th August, 2023.

• Upcoming Appointments at the AGM

• Mr. Darshak Rupani (DIN: 03121939), is liable to retire by rotation at the 34^th Annual General Meeting of the Company and being eligible he has offered himself for re-appointment. The Board recommends his reappointment to the members of the Company.

• The Board proposes re-appointment of Mr. Pritesh Doshi (DIN: 08368392) for the second term of his tenure as Independent Director of the Company. Based on the recommendation of NRC, the Board of Directors of the Company at their meeting held on 22^nd June, 2024 recommend his appointment at the upcoming Annual General Meeting. Mr. Pritesh Doshi has earlier served as a Non-executive Independent Director of the Company for a term beginning from 21^st February, 2019 upto 28^th May 2022

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 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 Board''s 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, 2024, 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, 2024 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, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. Post closure of financial year, the Company is in receipt of Interim Order cum Show Cause Notice bearing no. WTM/ASB/CFID/CFID-SEC6/30323/2024-25 dated 06^th May 2024, whereby it is alleged that the Company / certain Directors have violated Regulations of SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations, 2015. No monetary fines / penalties have been levied under the said order. Based on the advice from experts, the Company has been taking all necessary steps to take this to the logical conclusion and safeguard the interests of Company and stakeholders at large and has thereby submitted requisite response with the said regulators and response to the same is yet to be received.

The Board of Directors would like to state that the Company has always maintained the highest standards corporate governance, transparency and disclosures in every manner and continues to remain committed to do the same. The management does not foresee any material impact on the Financial / operation activities of the Company, as the Interim order cum show cause notice seems to be based on misinterpreted facts and assumptions, being contested.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

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

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.

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

Pursuant to amendment, extract of the annual return is not enclosed and 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:

(Amount in INR.)
Particulars	31st March 2023	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 ceases to be a Company 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 Company''s 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, 2024 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 FOR DIRECTORS AND EMPLOYEES

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, 2024 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 4 to the financial statements.

SECRETARIAL AUDIT

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 to undertake the Secretarial Audit of the Company for the F.Y. 2023-24.

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

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 Board''s report.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company with related parties during FY 23-24 were in the ordinary course of business and on an arm''s 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 Company''s 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 Arm''s Length Price and in Ordinary Course of Business are provided in Note No. 31 of the Financial Statements.

DIRECTOR''S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS

? Statutory Auditors'' Report

The comment mentioned in the Audit report with respect to transfer of funds to the IEPF, we would like to state that the said transfer of funds have not being transfer to IEPF on account of some technical challenges on the implementation part and same has been address with Registrar of Companies. We would also like to state that, the Company had advanced interest free loans prior to the reporting period to safeguard interest of small businesses in need on account of COVID pandemic''s impact and has revised the terms recently to charge interest as per the requirements of the Act. Apart from the above, all other Statements made by the Auditors in their report are selfexplanatory and doesn''t require any comments by the Board of Directors.

? Secretarial Auditor Report

With respect to comments mentioned in the report issued by Secretarial Auditors, we would like to state that, the Company has advanced interest free loans prior to the reporting period to safeguard interest of small businesses in need on account of COVID pandemic''s impact and has revised the terms recently to charge interest as per the requirements of the Act. The matters pertaining to IEPF are already being addressed with Registrar of Companies. Apart from these, with respect to other comments mentioned, the Company has already effected corrective measures and is now compliant with provided aspects. Marginal delays highlighted have occurred on account of events beyond the control of the management. Further, rest of the points mentioned in the said report are self-explanatory and necessary measures will be taken by the Board to adhere to the 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.

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 Board''s Report. The Company had 15 permanent employees during the year 23-24.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Company has complied with provisions relating to prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (including constitution of Internal Complaints Committee) to the extent applicable. During the year under review, there were no cases filed relating to the Sexual Harassment of Women at Workplace.

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.

---

Mar 31, 2018

The Directors have the pleasure in presenting the 28^th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	Current Year	Previous Year
Sales and Other Income	4,607.121	1,985.98
Net Profit Before Tax	294.718	96.180
Net Profit After Tax	225.712	86.692

COMPANY''S AFFAIRS

White Organic Agro (BSE: WHITEORG) is Mumbai based only listed entity in organic farming and retail, with a vision to empower the farmers and tap ever-expanding market for organic food. The Company''s flagship store is located in the central suburb of Mumbai i.e; Chembur, selling over 250 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), it has become a preferred place for people who are health conscious and look for chemical-free food items.

White Organic Agro is the first listed pure play entity in the Indian organic food sector. Darshak Rupani, Managing Director of White Organic Agro, who took over the Company in 2010, initially was into diamond trading activity. He, however, realized diamond trading business was losing its sheen and soon led the Company to diversify into organic food business, being from the farming background. The Company has also hired a team of experienced professionals who were into the business of organic farming for over 10 to 12 years. Also, signed an additional pact for leasing 108 acres of land in Gujarat for organic farming and cultivation, currently the Company has 530 acres of land on leased basis.

Currently the Company grows Aloe Vera, Moringa, Dragon Fruit, Nilgiri, Ashwagandha and some medicinal herbs. The Company has also tied-up with over 530 farmers practicing organic methods of farming in 2800 acres of fertile land of Gujarat, the Company aim is to expand to 3,500 acres in one year. We are 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 2017-18, the Company has earned a profit of INR. 225.712 lacs on standalone basis as compared to Profit of INR. 86.692 Lacs during the previous financial year 2017-18. Highlights of consolidated financial performance form a part of Management Discussion and Analysis Report.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2017-2018 :

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.

The Company has allotted 50,00,000 warrants convertible into equity shares of equivalent amount to promoters and persons other than promoters on December 21, 2018. On excise of options attached to warrants, the Company has allotted 50,00,000 equity shares of Rs. 10/- face value at Rs. 30.50/- to warrants convertible to equity share of equivalent amount to promoters and persons other than promoters on January 12, 2018.

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.

BORROWINGS FROM DIRECTORS

The Company has borrowed certain funds from Directors to meet its short term liquidity requirements. Details of the same form a part of notes to the financial statements. By the end of reporting financial, all these funds have been repaid. Your Company stands free of any kind of debt and borrowing as on 31^st March, 2018.

DIVIDEND

The Board of Directors does not propose to declare any Dividend for the Financial Year 2017-18.

TRANSFER TO IEPF

Amount of INR 45,669/- is due to be transferred to IEPF account.

RESERVES

The Company has not transferred any amount to the Reserves.

DIRECTORS

Mr. Prashantt Rupani (DIN: 03138082), is liable to retire by rotation at the 28^th Annual General Meeting of the Company. Being eligible he has offered himself for re-appointment. The Board of Directors recommend to the members to reappoint him at the 28^th Annual General Meeting. Apart from this there are no changes in the Composition of the Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Annual evaluation of the performance of the Board, its committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India Listing Regulations has been carried out.

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, 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 the criteria such as the composition of committees, effectiveness of committee meetings, 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 contribution of the individual director to the board and committee meetings.

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.

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 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 9 times during the financial year and details of the same are mentioned in the Corporate Governance report which forms a part of the Board''s 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 2018, 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 March 31, 2018 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, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company has a Wholly Owned Subsidiary named White Organic Retail Private Limited (Formerly known as Sapna Infraventure Private Limited).

- NEW SUBSIDIARIES DURING THE YEAR

During the year under review, the Company has formed another foreign subsidiary White Organic Agro F.Z.E in Ajman Free Trade Zone, United Arab Emirates. The Company also is substantial partner to Future Farms LLP with 75% stake having a total investment size of Rs. 3.75 Crores.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 and Rule 8 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the said subsidiary Company is provided as ''Annexure A'' to this report.

- BRIEF OVERVIEW ON SUBSIDIARIES:

- White Organic Retail Limited (Formerly known as Sapna Infraventure Private Limited)

The said subsidiary Company is into retailing and trading of the produce of leased farms of White Organic Agro Limited and by products of ICS group farms. The company had commenced the operations of its Organic Products Distribution and Retailing in October 2016. The company had commenced commercial operations of first of its kind only organic store located at 6, Krushal commercial complex, Amar Mahal, Chembur, Mumbai. The area is densely populated and dominated by highly educated and health conscious community. There is enormous and untapped growth Prospect in the areas viz :-organic farming, cultivation, retailing and marketing.

The management of company has all the organic products under a single brand name "White Organics". The management has planned staggered introduction of various ranges of organic products (viz :- pulses, spices, cereals, veggies etc) under a single brand. The management believes that to create a better presence and perception, it is better to have single brand, which shall help to market all the products in better way. It shall be easy to introduce further more products and get the better presence and better profits with minimum efforts compared to having more brands.

The management believes buying organically grown food and healthy powders, free of harmful chemicals, bursting with more nutrition, taste, and sustainable sustenance is a direct vote for immediate health and the hopeful future of generations to come. Commercially it is very much viable business and biggest consumer market of the World is India.

Future Plans for Distribution and Retail: The management has launched the franchisee module for the retail network. In the first phase of expansion the company is looking to setup 40 retail outlets across Mumbai, Pune, Nasik, Ahmedabad, Surat, Vadodra, Rajkot and different educated, Health conscious and densely populated sectors across India. With the help of these distribution network / franchisee model, the management is very optimistic for the value addition and sales growth of the company.

Products : The company has also launched almost 230 different products in wide range of categories viz :- Grains, Cereals, Pulses, Snacks, Syrups, Capsules, Health Powders, Churans, Mukhwas, Incence Sticks, Soap, Juices, and many more. The company has also launched the capsule range; The Company has also launched many medicinal and nutritional powders; all these products ranges gives the retail segment a broader scope and gives the edge of retailing and distribution everything under one roof. There is tremendous demand for the all these products in domestic and international markets.

The management is actively participating in our mission to create a sustainable environment of bringing health, happiness and True Wellness to our customers. Owing to these launches, the retail segment in a broader scope and gives the retail division the edge of retailing and distribution everything under one roof. There is tremendous demand for the all these products in domestic and international markets.

The advanced processing methods and dehydration technologies ensure that our herbs retain their maximum level of potency for the highest quality, most effective, pure and naturally organic True Wellness products available in the market today.

The management believes Buying organically grown food and healthy powders, free of harmful chemicals, bursting with more nutrition, taste, and sustainable sustenance is a direct vote for immediate health and the hopeful future of generations to come. Commercially it is very much viable business and biggest consumer market of the World is India.

e-Commerce integrated solutions for the Brand "White Organics"

In-line with the growth prospect and the vision of moving forward with digital India, also, as per the current scenario of the country, opting for more cashless transactions is the need of the time. The management has commenced eCommerce integrated website: www.whiteorganics.co.in and very soon planning to unveil dedicated mobile application.

Exports: The Retail division of the company shall also commence exports very soon. The management believes buying organically grown food and healthy powders, free of harmful chemicals, bursting with more nutrition, taste, and sustainable sustenance is a direct vote for immediate health and the hopeful future of generations to come. Commercially it is very much viable business and biggest consumer market of the World is India.

The company has already received few inquiries from different developing countries for exports of the Health Range of Organic Powders and Capsules. The management is determined to spread the wings internationally very soon.

- Future Farms LLP

Future Farms LLP (FFL) is a Rajkot based limited liability partnership firm. FFL is directly involved in agricultural activities since past many years. Based in the heart of Gujarat and having direct access to the organic lands in and across Rajkot, Future Farms has an edge in the Agri sector. The management strongly believes that investing in FFL will help White Organics to take a much awaited major leap in the organic agricultural field.

FFL, with a strong team of supervisors, agronomist and labors, is actively involved in agricultural cultivation activities. On direct cultivation front, like White Organics Agro Ltd., FFL is also doing aloevera and moringa cultivation in and around Rajkot.

In addition to that, FFL have more than 530 farmers registered under its organic programme. Those 530 farmers, having an aggregate land of more than 2800 acres, cultivate 56 different crops as per the crop planning allocated by FFL. The pool of associated farmer and products grown by those farmers will also contribute in expanding organic exports in years to come. A meticulous planning and good co-ordination between the farmers and our Management shall be set in such a manner that the high quality organic production is possible. Our harvest is produced as custom organic Products from Pre-defined farmers; under the supervision of Agronomists and Cultivation Technologists.

- White Organic Agro F.Z.E

The company has commenced its full operations in its wholly owned subsidy in Ajman, UAE.

Ajman Free Zone Authority or AFZA is strategically situated Free Zone at the entrance of the Arabian Gulf. AFZA was established in the year 1988 and was granted independent status by the ruler of Ajman.

Benefits of Ajman Free Zone Company Setup

- A company established in Ajman can hold an account in a bank in the UAE

- Resident or employment visas for investor and employees

- A company located in Ajman enjoys 100% legal exemption from all imports and export duties.

- Cheap energy: Companies in Ajman enjoy low energy costs; it is popular for energy intensive businesses such as manufacturing to start their business in Ajman.

- Foreign Investors can obtain a 20 year land lease, which is renewable for another 20 years. This guarantees 40 years of legitimate tax exempt operations.

- Registering your company in Ajman will allow you to own an office and do business in UAE.

- 100% foreign ownership and repatriation of capital and profits.

- Exempted from financial reports submission and audit.

- Lowest tariffs in the region: Foreign investors enjoy lower set up costs than equivalent free zones in UAE. This makes business registration a cost effective solution to international entrepreneurs.

- The most economical wage structure and easy access to vast work force

- Total exemption from all import and export duties

- Total elimination of all service charges and hidden fees.

- No corporate tax

- No personal income tax

- Competitive pricing on premises

- No hidden fees

- No hidden charges

- Exceptionally low handling charges

- Lowest lease prices

- World class infrastructure

- Single Window Clearances (Licensing, Immigration, etc)

- Low Labor Cost

- No Red Tape

The subsidiary in Ajman would prove as a gateway for the international market where the company would be exporting Organic produce.

STATUTORY AUDITORS

Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules made thereunder, M/s. Gupta Raj & Co (FRN: 001687N) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of (27^th) AGM till the conclusion of the 32^nd AGM to be held in the year 2022 (subject to ratification of their appointment at every AGM).

However Ministry of Corporate Affairs vide its notification dated 7^th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting and hence M/s. Gupta Raj & Co. shall continue as Statutory Auditors for the remaining period of the term as mentioned above.

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 B"

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure C". Further, Annual return, once file shall be available on the website of the Company under the section - Investor Relations

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, there were no earnings in foreign exchange and the foreign exchange out go amounted to INR. 8,83,638 /-. No earnings / outgo were booked during the erstwhile financial year.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding expenditure towards Corporate Social Responsibility was not applicable to the Company for Financial Year 2017-18. However, the Company voluntarily extends financial support in the form of donations to certain social welfare organizations.

CORPORATE GOVERNANCE

Our Corporate governance philosophy: Your Company''s 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 insure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2018 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 FOR DIRECTORS AND EMPLOYEES

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the 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 and policies forms a part of the Corporate Governance Report and the said policies 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 loans granted and investments made by the Company are provided in note No. 3, 4 and 9 to the financial statements.

SECRETARIAL AUDIT

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 J Maru, Company Secretary in Practice (C.P. No 16210) to undertake the Secretarial Audit of the Company for the F.Y. 2017-2018.

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

AUDITOR''S 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 E" to the Board''s report.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company with related parties during FY 17-18 were in the ordinary course of business and on an arm''s 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 Company''s policy on related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable

The details of Related Party Transactions entered into by the Company which are at Arm''s Length Price and in Ordinary Course of Business are provided in Note No. 29 of the Financial Statements.

DIRECTOR''S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS

Statutory Auditors'' Report

The comments mentioned in the audit report with respect to the funds that need to be transferred to IEPF account; the Board of Directors has initiated the process to transfer the funds to the IEPF account. Further, the Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

Secretarial Auditor Report

With respect to comments mentioned in the report issued by Secretarial Auditors, we would like to state that, the Company is in the process of appointing a Non-Executive Director in order to rectify composition of Nomination & Remuneration Committee, Internal Auditor and Company Secretary and in the process of finding appropriate candidates for the same. Other points mentioned in the said report are self-explanatory and necessary measures will be taken by the Board to adhere to the 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.

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 F" to the Board''s Report. The Company had 5 permanent employees during the year 17-18.

Mr. Darshak Rupani, Managing Director of the Company and Mr. Prashantt Rupani, Director are also Directors on the Board of Wholly Owned Subsidiary - White Organic Retail Private Limited, however they were not in receipt of any remuneration from the said subsidiary.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has complied with provisions relating to prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to the extent applicable. During the year under review, there were no cases filed relating to the Sexual Harassment of Women at Workplace.

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.

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 : 31/08/2018 Managing Director Director/ CFO

Place: Mumbai DIN: 03121939 DIN: 03138082

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Mar 31, 2016

To

The Members,

WHITE DIAMOND INDUSTRIES LIMITED CIN: L36912MH1990PLC055860

The Directors have the pleasure in presenting the 26^th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31^st March, 2016.

FINANCIAL RESULTS

Particulars	Current year 2015-16 (in Rs)	Previous Year 2014-15 (in Rs)
Sales and Other Income	32,551,289	35,255,346
Net Profit before Depreciation and Interest	1,918,633	15,26,617
Net Profit After Tax	1,267,774	9,57,247

COMPANY''S AFFAIRS

In the financial year 2015-16, the Company has earned a profit of INR. 1,267,774 as compared to Profit of INR. 9,57,247 during the previous financial year 2014-15.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2015-16, there were no changes in nature of the business of the Company. However, the Company is in the process to explore new line of business by adding new object clause in its Main Object i.e. business of all kinds of organic food products and allied activities.

SHARE CAPITAL

During the Financial Year 2015-2016 the Company has not issued any Equity shares.

A) The Company has not issued any equity shares with differential rights during the Financial Year 2015-16.

B) The Company has not issued any Sweat Equity Shares during the Financial Year 2015-16.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2015-16.

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 20152016 or any preceding financial years. Hence no amount of principal or interest is outstanding / repayable.

DIVIDEND

The Board of Directors do not propose any Dividend for the Financial Year 2015-16.

TRANSFER TO IEPF

Amount of INR 45,669/- is due to be transferred to IEPF account RESERVES

The Company has not transferred any amount to the Reserves.

DIRECTORS

1. Appointment and Re-appointments

During the period under review Mrs. Jigna Thakkar (DIN: 07279163) was appointed as the Additional Director of the Company with effect from 5^th September, 2015 and her appointment as the Non -Executive Independent Director for a period of 5 years was approved 25^th Annual General Meeting held on 30^th September 2015.

Further Mr. Jitendra Mehta (DIN: 05338982), is liable to retire by rotation at the 26^th Annual General Meeting of the Company. Being eligible he has offered himself for re-appointment. The Board of Directors recommend to the members to re-appoint him at the 26^th Annual General Meeting.

2. Resignations

During the period under review, Mr. Rameshchandra Kothari (DIN: 00281215) resigned as the Nonexecutive Independent Director of the Company with effect from 5^th September 2015. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board''s functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback.

Further the separate performance evaluation of the Independent Directors, and Non - Independent Directors was carried out. 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 Company and nature of its business. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

NUMBER OF MEETINGS OF THE BOARD

The Board met Five times during the financial year, the details of which are given in the Corporate governance report and details as required under Standard 9 of Secretarial Standard 1 on Board Meetings are mentioned in the Corporate Governance report which forms a part of the Board''s 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 2016, 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 March 31,2016 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, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company has a Wholly Owned Subsidiary named Sapna Infraventure Private Limited

A Statement containing salient features of Financial Statement of Sapna Infraventure Private Limited in Form AOC-1 is annexed hereto as "Annexure A"

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors recommend to the shareholders to ratify the appointment of M/s. N.K Jalan & Chartered Accountants (FRN: 104019W) Chartered Accountants, as Statutory Auditors of the Company for F.Y. 2016-17, who were appointed for 5 consecutive Financial year at the 24^th Annual General Meeting of the 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 B"

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure C".

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding expenditure towards Corporate Social Responsibility was not applicable to the Company for Financial Year 2015-16.

LISTING AGREEMENT

The Securities and Exchange Board of India (''SEBI''), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to consolidate and align the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations became effective on December 1, 2015 and accordingly all the listed entities were entitled to execute the new listing agreement within six months from the effective date.

The Company entered into the same with BSE Limited on 13^th February, 2016.

CORPORATE GOVERNANCE

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

Our Corporate governance report for the financial year ended on March 31, 2016 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 FOR DIRECTORS AND EMPLOYEES

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the 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. The composition and policies forms a part of the Corporate Governance Report and the 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 NonExecutive 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 loans granted by the Company are provided in notes to the financial statements

The Company has made investments in Non - Convertible Preference shares of Charisma Jewellery Private Limited and the details of the same are mentioned in the financial statements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J. Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company for the F.Y. 2015-2016.

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

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 E" to the Board''s report.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions entered into by the Company which are at Arm''s Length Price and in Ordinary Course of Business are provided in Notes to Accounts of the Financial Statements.

Further details of material related party transactions entered by the Company are enclosed as "Annexure F" to the Board''s Report.

There were no materially significant Related Party Transactions that have potential conflict of interest with the Company at large.

DIRECTOR''S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS Statutory Auditors'' Report

The comments mentioned in the audit report with respect to the funds that need to be transferred to IEPF account; the Board of Directors has initiated the process to transfer the funds to the IEPF account. Further, the Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

Secretarial Auditor Report

Our Secretarial Auditors have in their report stated that the Company needs to appoint the Company Secretary as a Compliance officer as required under Section 203 of the Companies Act, 2013 and Rules made there under. Further it is stated in the report that the Company needs to appoint Internal Auditor as required under the provisions of Section 138 of the Companies Act, 2013.

Explanation: Our Company is in search of suitable candidate to be appointed as the Company Secretary and an internal Auditor and was unable to find the same during the year under review.

AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Auditor''s Certificate on Corporate Governance forms a part of the Annual Report.

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.

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 G" to the Board''s Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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 : 13/08/2016 Managing Director Director/ CFO

Place: Mumbai DIN: 03121939 DIN: 00199986

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The highlights of the Financial Results are:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

(in Rs.) (inRs.)

Sales and Other Income 66,582,229 7,13,01,899

Net Profit before 12,65,647 22,59,475

Depreciation and

Interest

Less: Finance Costs NIL NIL

Less: Depreciation (3,20,239) (3,17,333)

Net Profit before Tax 9,45,408 19,42,142

Less: Provision for Tax (5,54,280) (6,50,000)

Less: Tax adjustment 45,774 NIL related to prior years

Add: Provision for 2,92,176 47,113 Deferred Tax

Net Profit After Tax 53,178 13,39,255

Balance Brought 4,18,29,221 4,04,89,966 Forward from Previous Year

Balance carried forward 4,18,82,399 4,18,29,221 to Balance Sheet

2. DIVIDEND:

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2014.

3. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. DISCLOSURE UNDER SECTION 274(1) (g)

None of the Director of the Company have been disqualified under section 274(1)(g) of the Companies Act,1956.

6. DIRECTORS

The Board on 20th August, 2014, has appointed Mr. Chandresh R Jain, as an Independent and Non Executive Additional Director as per the provisions of Companies Act, 2013 upto the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Chandresh R Jain as the Director of the Company. Mr. Chandresh R Jain has submitted his declaration under Section 149(6) to be appointed as the Independent Director of the Company and that he shall not be liable to retire by rotation.

Mr. Jaynish Kothari and Mr. Nalin Shah, resigned from the Company with effect from 20th day of August, 2014 and the Company thanks them for their valuable contribution.

Mr. Darshak Rupani, Executive Director retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re- appointment.

Mr. Chandresh R Jain and Mr. Rameshchandra Kothari are independent directors of the Company. Pursuant to Section 149 of the Companies Act,2013, it is proposed to appoint these Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. The independent Directors are not liable to retire by rotation.

Mr. Prashant Rupani, Executive Director of the Company has been appointed as the CFO of the Company with effect from 20th day of August, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

ii. that the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the profit of the Company for the year under review.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''.

8. SUBSIDIARY:

Your Company has a Subsidiary named Sapna Infraventure Private Limited since December, 2011.

9. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

11. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

12. AUDITORS

M/S N. K. Jalan & Co, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the 24th Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The appointment is subject to ratification at every Annual General Meeting of the Company.

13. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.

For and on behalf of the Board of Directors WHITE DIAMOND INDUSTRIES LIMITED

DARSHAK RUPANI 03121939 (Managing Director)

Mumbai, 20TH August, 2014 Registered Office: 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077 CIN: L36912MH1990PLC055860

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Mar 31, 2012

The Directors present the Twenty Second Annual Report on the business and operations of the Company, along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2012.

1. FINANCIAL RESULTS

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-2011 (in Rs.) (in Rs.)

Sales and Other Income 9,52,19,934 16,07,75,895

Gross Profit before Depreciation and Interest 27,88,592 29,54,009

Less: Finance Costs Nil (30,565)

Less: Depreciation (2,72,860) (2,33,990)

Net Profit before Tax 25,15,732 26,89,454

Less: Provision for Tax (8,00,000) (8,00,000)

Less: Income tax earlier year (24,982) NIL

Add: Provision for Deferred Tax 1,07,103 1,05,713

Net Profit After Tax 17,97,853 17,83,741

Balance Brought forward from previous year 3,86,92,113 3,69,08,372

Profit carried to Balance Sheet 44,89,966 3,86,92,113

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2012.

3. OPERATIONS

The year under review has been an average year for the Company. Your Company has achieved a turnover of Rs. 952.19 Lacs in comparison to Rs. 1607.75 lacs during the previous year.

The Company has not been able to do any export business during 2011-2012. However the Company has done good domestic business of cut and polished diamonds with reputed companies.

However, keeping the further consolidation of financial strength in view, the Board of Directors does not recommend any dividend.

4. CORPORATE GOVERNANCE

Your Company has been very active in introduction and implementation of corporate governance norms. Your Company has taken all the mandatory steps as required in Clause 49 (as amended) of the Listing Agreement. A detailed report on Corporate Governance along with a certificate from the Auditors confirming the compliance is annexed hereto (Annexure) and forms part of the Directors' Report.

5. DIRECTORS

Mr. Darshak M. Rupani, Wholetime Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Jaynish R. Kothari, Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Jitendra J. Mehta, who was appointed as an Additional Director with effect from 04.06.2012 at the Board Meeting held on 30th July, 2012, is now appointed as an Executive Director on the Board of the Company with the remuneration as decided by the Board subject to the approval of the shareholders.

Shri. Mahesh Mohanlal Rupani, the Chairman of our Company passed away on 4th June, 2012 and hence we accept his resignation with immediate effect. We thank him for his valuable contribution to our Company.

Mr. Prashantt M. Rupani is appointed as the Chairman of our Company.

6. DIRECTOR'S RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate Accounting Policies have been selected and applied consistently, and have 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, 2012 and of the Profit and Loss Account for the financial year 1st April, 2011 to 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

7. PARTICULARS OF EMPLOYEE U/S 217(2A) OF THE COMPANIES ACT, 1956

Information required for particulars of Employee as required under Section 217 (2A) of the Companies Act, 1956 is not given as none of the Employees draws salary and other perks above the prescribed limit.

8. AUDITOR'S REPORT

Notes to the Accounts as referred in the Auditors Report are self explanatory and therefore, do not call for any further comments or explanations.

9. AUDITOR

M/s. N K Jalan & Co., Chartered Accountant, Statutory Auditor of the Company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. The said Auditors have confirmed that his appointment if made shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board of Directors recommends appointment of M/s. N K Jalan & Co, Statutory Auditor of the Company and fixes his remuneration.

10. FIXED DEPOSITS

Your Company has not accepted Deposits from Public u/s. 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

11. INSURANCE:

Your Company could not take adequate insurance cover for all its Assets, which will be done in the next financial year.

12. LISTING OF SECURITIES

Listing of Securities: All the Equity Shares issued and allotted by the Company so far have been duly listed with the Bombay Stock Exchange Limited (BSE) at Mumbai and de-listing applications are in the process for getting the shares delisted from Madras, Delhi and Ahmedabad Stock Exchanges.

The Company has paid the listing fees for the financial year 2012-13 to BSE.

13. SUBSIDIARY COMPANY

The Company has "Sapna Infraventure Private Limited" as its Wholly Owned Subsidiary formed on 19th December, 2011.

14. DISCLOSURES

Information of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given here below :

The Company's main line of business is Trading, Manufacturing, Import and Export of Rough and Cut & Polished Diamonds.

Total Foreign Exchange used Rs. Nil. Total Foreign Exchange Earned: Rs. Nil

15. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Central, State Governments and Local Governments, Financial Institutions and Banks for their continued support, co-operation and guidance.

At this point your Directors like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every Employee of the Company.

And to you our Shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

Your Directors express their deepest gratitude to the esteemed customers of the Company for their continuous confidence and faith, which they have in the products and services of your Company.

For and on behalf of the Board,

Sd/- Prashantt M. Rupani Chairman

Place : Mumbai Date : 30th July, 2012.

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Mar 31, 2010

The Directors present the Twentieth Annual Report on the business and operations of the Company, along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

1. FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 758.35 1183.35

Gross Profit before Depreciation and Intenest (30.58) 20.82

Less : Interest & Financial Charges Nil Nil

Depreciation (7.82) (8.19)

Profit / (Loss) before Tax (38.40) 12.63

Less : Provision for Tax (2.98) (4.96)

Profit/(Loss) after Tax (41.38) 7.67 Prior Period Adjustment nil 376.74

Provision for Deferred tax 15.99 nil

Add : Balance Carried from earlier year 394.47 10.06

Balance Carried to Balance Sheet 369.08 394.47

Note: The figures of the previous year have been re-grouped to bring these in line with this year’s figures, wherever required.

2. OPERATIONS:

The year under review has been an average year for the Company. Your Company has achieved a turnover of Rs.758.35 lacs in comparison to Rs.1183.35 lacs during the previous year.

The Company has not been able to do any export business during 2009-2010. However the Company has done good domestic business of cut and polished diamonds with reputed companies.

However, keeping the further consolidation of financial strength in view, the Board of Directors does not recommend any dividend.

4. CORPORATE GOVERNANCE:

Your Company has been very active in introduction and implementation of corporate governance norms. Your Company has taken all the mandatory steps as required in Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with a certificate from the Auditors confirming the compliance is annexed hereto (Annexure) and forms part of the Directors’ Report.

5. DIRECTORS:

During the year under review Shri Jatin A. Mehta, Director ceased to be a director on the Board w.e.f. 30th August, 2010 pursuant to his resignation, expressing his inability to continue to act as Director due to his pre-occupation.

Shri Darshak M. Rupani, was appointed as Additional Director on the Board on 30th August, 2010, and holds office upto the ensuing Annual General Meeting, in accordance with provisions of Section 257 of the Companies Act, 1956, the Company has received notice from a member proposing Shri Darshak M. Rupani, to be appointed as a Director at the ensuing Annual General Meeting. He is also appointed by the Board on 30th August, 2010 as an Additional Director subject however, to the approval of the members at the ensuing Annual General Meeting.

In accordance with the provisions Section 255 & 256 of the Companies Act, 1956, Shri Jaynish R. Kothari and Shri Nalin A. Shah retire by rotation and being eligible, offer themselves for re- appointment. The Board of Directors recommends their re-appointment.

Your Directors wish to take this opportunity to place on record their sincere appreciations and thanks to Shri Jatin A. Mehta for his valuable guidance and services rendered to the Company during his tenure as Director.

6. PARTICULARS OF EMPLOYEE U/S 217(2A) OF THE COMPANIES ACT,1956:

Information required for particulars of Employee as required under Section 217 (2A) of the Companies Act, 1956 is not given as none of the Employees draws salary and other perks above the prescribed limit.

7. DIRECTOR’S RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate Accounting Policies have been selected and applied consistently, and have 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, 2010 and of the Profit and Loss Account for the financial year 1st April, 2009 to 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

8. Auditors Report :

Notes to the Accounts as referred in the Auditors Report are self explanatory and therefore, do not call for any further comments or explanations.

9. AUDITOR:

M/s. N K Jalan & Co., Chartered Accountant, Statutory Auditor of the Company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. The said Auditors have confirmed that his appointment if made shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board of Directors recommends appointment of M/s. N K Jalan & Co, Statutory Auditor of the Company and fixes his remuneration.

10. FIXED DEPOSITS:

Your Company has not accepted Deposits from Public u/s.58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

11. INSURANCE:

Your Company could not take adequate insurance cover for all its Assets, which will be done in the next financial year.

12. LISTING OF SECURITIES:

Listing of Securities: All the Equity Shares issued and allotted by the Company so far have been duly listed with the Bombay Stock Exchange Limited (BSE) at Mumbai and de-listing applications are in the process for getting the shares delisted from Madras, Delhi and Ahmedabad Stock Exchanges.

During the year under review the board has approved the issue of 19,67,400 Equity Shares of Rs.10/- each to the strategic Investors (non-promoters) on preferential basis.

The Company has paid the listing fees for the financial year 2010-11 to BSE.

13. DEMAT OF SECURITIES:

Nearly 32.12% of total Equity Share Capital is held in dematerialized form with NSDL / CDSL.

14. SUBSIDIARY COMPANY:

The Company does not have any Wholly Owned Subsidiary Company.

15. DISCLOSURES:

Information of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given here below :

The Companys main line of business is Trading, Manufacturing, Import and Export of Rough and Cut & Polished Diamonds.

Total Foreign Exchange used Rs. Nil.

Total Foreign Exchange Earned: Rs. Nil

16. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep sense of gratitude to the Central, State Governments and Local Governments, Financial Institutions and Banks for their continued support, co-operation and guidance.

At this point your Directors like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every Employee of the Company.

And to you our Shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

Your Directors express their deepest gratitude to the esteemed customers of the Company for their continuous confidence and faith, which they have in the products and services of your Company.



For and on behalf of the Board,

Rameshchandra P. Kothari.

Chairman & Managing Director.

Place : Mumbai

Date : 30th August, 2010.