Your Directors have pleasure in presenting the 12th Annual Report of Aardhya Disposal
Industries Limited ("The Company”), accompanied by the Audited Financial Statements for
the fiscal year ending March 31, 2025.

This report has been prepared in accordance with the Companies Act, 2013, including any
modifications or re-enactments currently in effect, as well as the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It
provides a comprehensive overview of the financial performance and significant
developments of the Company for the year under review.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The Financial Results of the Company for the year March, 31 2025 are summarized as
under:

2. STATE OF COMPANY’S AFFAIRS / FUTURE OUTLOOK:

During the year under review, your Company has achieved total revenue and net profit of
Rs. 1166366749.00 and Rs. 96622790.00 respectively as against total revenue and net
profit of Rs. 762780546.00 and Rs. 46397877.00 respectively during the previous financial
year ended 31st March, 2024.

Your Directors expects to achieve better performance in the future and are taking maximum
efforts to optimize the results in the coming years.

The Company is focused on securing long-term growth and sustainability, supported by
strong visibility into short-term customer order flow and established processes to ensure
timely execution. Effective project management will be critical—not only for the successful
delivery of ongoing projects and new product launches but also for driving cost improvement
programs and other strategic initiatives. Maintaining high quality remains a top priority as the
Company strengthens existing customer relationships and seeks to attract new ones. Across
the entire value chain, the Company continues to take proactive measures to deliver
consistent value to all stakeholders and to reinforce its position as a leading player in the
sustainable paper packaging sector.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended
March 31, 2025.

6. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

However, the Company has received unsecured loans from directors and their relatives, in
compliance with applicable provisions. The details of such loans are disclosed in the Notes
to the Financial Statements.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company during the year under
review.

8. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

During the period under review, several key developments have positively influenced the
Company’s financial position and operational outlook.

Conversion of company from Private Limited to Public Limited

With a view to offer the equity shares of the Company to public, the Company was converted
from "Private Limited” to "Public Limited” and consequently the name of the Company be
changed from ‘Aaradhya Disposal Industries Private Limited’ to ‘Aaradhya Disposal
Industries Limited’ by deleting the word "Private” from the name of the Company at the
Extra-Ordinary General Meeting of the Company held on September 05, 2024. The Registrar
of Companies, issued a fresh certificate of incorporation consequent upon conversion to
public company on October 28, 2024.

Initial Public Offer:

During the period under review, your Company offered and issued 38,88,000 equity shares
of Rs. 10/- each to the public at a premium of Rs. 106/- per share to raise Rs. 4510.08 Lacs.

9. SHARE CAPITAL:

During the year under review, the company increased the Authorized Share Capital from
existing Rs. 5,00,00,000/- (Rupees Five Crore) divided into 50,00,000 (Fifty Lacs) equity
shares of Rs. 10/- (Rupees Ten) each to Rs. 14,00,00,000/- (Rupees Fourteen Crore)
divided into 1,40,00,000 (One Crore Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten)
each.

The paid-up Equity share capital of Company as on 31st March 2025 is Rs. 10,25,00,000/-
(Ten Crore Twenty- Five Lacs) divided into 1,25,00,000 (One Crore Twenty-Five Lacs) equity
shares of Rs. 10/- (Rupees Ten) each.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or associate company; hence, Form AOC-1 is
not applicable. The provisions of Section 197(14) of the Companies Act, 2013 relating to
remuneration or commission from holding or subsidiary companies are not applicable to any
director during the financial year.

11. REVISION MADE IN FINANCIAL STATEMENTS/BOARD’S REPORT:

The Company has not revised the Financial Statements or Board’s Report in respect of any
of the three preceding financial years.

12. ANNUAL RETURN:

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act shall be
hosted on the website of the Company viz. https://www.aaradhyadisposalindustriesltd.in

13. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby
enhancing stakeholder value.

Composition of Board:

The composition of Board complies with the requirements of the Companies Act, 2013
("Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company is
exempted from the requirement of having composition of Board as per Regulation 17 of
Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
Section 165 of the Companies Act, 2013.

Changes in the Board Composition:

- In the Board Meeting held on 29th October, 2024:

Mr. Anil Maheshwari (DIN: 06684862) was appointed as the Chief Financial Officer
of the Company and Ms. Surabhi Modi as the Company Secretary and Compliance
officer of the Company with effect from 29th October, 2024.

- In the Extra-Ordinary General Meeting held on 15th November, 2024:

Mr. Sunil Maheshwari (DIN: 02611461) was appointed as Managing Director and
Mr. Narender Tulsidas Kabra (DIN: 06851212), Mr. Dharmendra Pawar (DIN:
08068916), Mr. Uttam Maheshwari (DIN: 10837759) and Mr. Siddharth Shankar
Mahajan (DIN: 10819584) as an Independent Non-Executive Director of the
Company, for a period of 5 (Five) years with effect from 15th November, 2024.

Changes in the composition of NRC & SRC Committee:

- In the Board Meeting held on 14th July, 2025:

Mr. Uttam Maheshwari (DIN: 10837759), Independent Director was resigned from the
Board of the Company with effect from July, 2025.

Appointment / Retirement by rotation and subsequent re-appointment:

- Mrs. Shashi Maheshwari (DIN: 06780841), Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible
has offered himself for re-appointment.

- Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the
Director and other related information has been detailed in the Notice convening the
ensuing AGM of the Company.

- The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and
Secretarial Standard, of the person seeking re-appointment/ appointment as Director are
also provided in Explanatory statements annexed to the Notice convening the 12th
Annual General Meeting.

Key Managerial Personnel (KMP):

Independent Directors:

Board Meetings:

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide
on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 10 times and in
respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

The details of attendance of each Director at the Board Meetings are as given below:

The gap between two consecutive meetings was not more than one hundred and twenty
days as provided in Section 173 of the Act.

COMMITTEE DETAILS:

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

AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee comprised of the following Members:

Majority of the Members of the Committee are Independent Directors and possess
accounting and financial management knowledge. All the recommendations made by the
Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2025, the Nomination and Remuneration Committee comprised of the
following Members:

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

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31^st March 2025, the Stakeholder Relationship Committee comprised of following
Members:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2025, the Corporate Social Responsibility Committee comprised of
following Members:

14. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation
issued by SEBI, the Board of Directors of your Company carried out a formal annual
evaluation of its own performance and of its committees and individual directors. The
process was conducted by allowing the Board to engage in candid discussions with each
Director with the underlying objective of making the best possible decisions in the interest of
the Company and its stakeholders. The Directors were individually evaluated on parameters
which, inter alia, comprised of, level of engagement, their contribution to strategic planning,
and other criteria based on performance and personal attributes of the Directors. During the
process of evaluation, the performance of the Board was evaluated by the Board after
seeking inputs from all the Directors. The performance of the committees was evaluated by
the Board after seeking inputs from the respective Committee members on the basis of
criteria such as the composition of committees, effectiveness of the committees, structure of
the committees and meetings, contribution of the committees, etc. The Board evaluated the
performance of the individual director based on the criteria as per the aforesaid Guidance
Note of SEBI and evaluation criteria framed by the Nomination and Remuneration
Committee.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they
continue to meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the
Independent Directors, Board is of the opinion that the Independent Directors fulfil the
conditions specified in the Act and Listing Regulations and are independent of the
Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by
including/ registering their names in the data bank of Independent Directors maintained with
Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and
experience, including the proficiency required to effectively discharge their roles and
responsibilities in directing and guiding the affairs of the Company.

16. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF
INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry
scenario, the socio-economic environment in which the Company operates, the business
model, the operational and financial performance of the Company, significant developments
so as to enable them to take well informed decisions in a timely manner. The familiarization
program also seeks to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (‘the Act’) your
Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;

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

c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. 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; and

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

18. AUDIT AND AUDITORS:

i. Statutory Auditors and their report:

The Members of the Company are informed that M/s. S R A M & CO., Chartered
Accountants, Indore (Firm Registration No. 08244C), the Statutory Auditors of the Company,
retire at the conclusion of the ensuing Annual General Meeting ("AGM”) and are eligible for
re-appointment.

It is proposed to re-appoint M/s. S R A M & CO., Chartered Accountants, Indore, as the
Statutory Auditors of the Company for a further period of five (5) years, commencing from the

conclusion of this AGM until the conclusion of the AGM to be held in the calendar year 2030,
on such remuneration as may be decided by the Board of Directors in consultation with the
Auditors.

The Company has received a certificate from the said Auditors confirming their eligibility and
willingness for re-appointment, and affirming that their re-appointment, if made, would be in
accordance with the provisions of Section 139 read with Section 141 of the Companies Act,
2013.

ii. Secretarial Auditors and their report:

For the financial year ending March 31, 2026, the Board of Directors has appointed M/s
Agrawal & Maheshwari, Practising Company Secretaries, as the Secretarial Auditors of the
Company to conduct the Secretarial Audit.

iii. Internal Auditors

For the financial year ending March 31, 2026, the Board of Directors has appointed M/s
Nidhi Manish Rathi & Co., Chartered Accountants (Firm Registration No. 012951C), as the
Internal Auditors of the Company to conduct the Internal Audit.

19. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, the Secretarial Auditors, the Cost
Auditors and the Internal Auditors have not reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers or
employees.

20. PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the
prescribed limits as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Accordingly, the particulars of employees required under Rule 5(3) are not applicable;
however, such information, if sought, will be made available to any member on request in
accordance with Section 136(1) of the Act.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee in accordance
with Section 135 of the Companies Act, 2013, the details of which have been stated
aforesaid in this Board Report. The Company has adopted its Corporate Social
Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the
Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The
CSR Policy deals with objectives, scope/areas of CSR activities, implementation and
monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded
and available on the website of the Company and the web link of the same is
www.aaradhyadisposalindustriesltd.in.

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules
made thereunder, the Company was required to spend Rs.7,05,599/- towards Corporate
Social Responsibility (CSR) activities during the financial year 2024-25, representing at least

2% of the average net profits of the Company earned during the three immediately
preceding financial years.

During the year, the Company spent Rs.6,67,000/- on CSR activities. The balance unspent
amount of Rs.38,599/-, pertaining to ongoing projects, will be spent subsequently upto
September 2025.

The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company
on CSR activities during the year under review and details regarding CSR Committee are
annexed to this Directors’ Report.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis
Report, which forms part of this Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

The Company has not advanced any loans, provided any guarantee, or made investment
under section 186 of the Companies Act, 2013 during the period under review.

24. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contract/arrangements entered into with the related parties for the year under
review hence Form AOC-2 is not applicable.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation
of energy, technology absorption, etc. are as mentioned below:

i. Conservation of Energy:

ii. Technology Absorption:

iii. Foreign Exchange Earnings and Outgo:

In compliance with the Companies (Accounts) Rules, 2014, the following details of foreign
exchange earnings and expenditures for the financial year are provided:

26. INTERNAL FINANCIAL CONTROLS:

The Company has established a robust internal financial control system appropriate to its
size and business nature, and is committed to continually enhancing these control
processes. These systems offer reasonable assurance regarding the accuracy of financial
and operational information, compliance with applicable laws, protection of the Company’s
assets, and adherence to corporate policies.

The internal financial controls are sufficient to ensure the accuracy and completeness of
accounting records, timely and reliable financial reporting, prevention and detection of fraud
and errors, and protection of assets. They also ensure that business operations are
conducted in an orderly and efficient manner. The Audit Committee regularly assesses the
adequacy of these controls. Throughout the year, the controls were tested, and no significant
material weaknesses were identified. Additionally, the system guarantees that all
transactions are properly authorized, recorded, and reported.

27. RISK MANAGEMENT:

The Company has established a Risk Management policy to address business-related risks,
including those from new products, information security, and digitization. A comprehensive
risk management framework is in place to identify, monitor, and mitigate risks, with ongoing
evaluation and remediation efforts. Internal controls and periodic audits ensure reliable
financial reporting and legal compliance. The Company remains dedicated to a strong risk
management framework, regularly reviewing and updating processes to promptly address
emerging risks.

Our internal control encompasses various management systems, structures of organization,
standards, and codes of conduct which are all put together to help manage the risks
associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is
reviewed at periodical intervals. If any weaknesses are identified in the process of review the
same are addressed to strengthen the internal controls which are also revised at frequent
intervals. Some of the risks that may pose challenges are set out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

28. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)’ are not

applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is
listed on the SME Exchange.

29. LISTING STATUS:

The Company’s equity shares are listed on SME Platform of National Stock Exchange of
India Limited (“NSE EMERGE”) w.e.f. 11^th August 2025.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.
During the year under review, the following is the summary of Sexual Harassment
complaints received and disposed of during the year under review.

Number of complaints pending as on the beginning of the financial year - Nil

Number of complaints filed during the financial year - Nil

Number of complaints pending at the end of the financial year - Nil

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company.

32. OTHER DISCLOSURES:

1. The Company does not have any Employee Stock Option Scheme & Employee Stock
Purchase Scheme for its Employees/ Directors.

2. The Company has not issued sweat equity shares and shares with differential rights as
to dividend, voting or otherwise.

3. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General Meetings, issued by the Institute of
Company Secretaries of India.

4. There were no significant or material orders passed by the regulators or courts or
tribunals which could impact the going concern status of the Company and its future
operations.

5. There are no applications made or proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

6. The Company has not entered into one time settlement with any Banks or Financial
Institutions during the year. Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan is not applicable.

33. MATERNITY BENEFITS ACT, 1961:

During the year under review the company has complied with all applicable provisions of the
Maternity Benefit Act, 1961. All eligible employees have been extended the prescribed
benefits in accordance with the law, and the Company continues to uphold its commitment to
the health and well-being of its women employees during and after maternity.

34. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation and
support extended to the Company by government authorities, customers, vendors,
regulators, banks, financial institutions, rating agencies, stock exchanges, depositories,
auditors, legal advisors, consultants, business associates, members and other stakeholders
during the year. The Directors also convey their appreciation to employees at all levels for
their contribution, dedicated services and confidence in the management.

For Aaradhya Disposal Industries Limited

Sd/- Sd/-

Sunil Maheshwari Shashi Maheshwari

Managing Director Director

(DIN: 02611461) (DIN: 06780841)

September 5, 2025
Dewas