To,

The Members,

Aurangabad Distillery Limited

The Board of Directors of your Company has pleasure in presenting herewith their 25 th Annual Report of Aurangabad Distillery Limited together with the Audited Financial Statements for the financial year ended 31 st March, 2025.

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

DIVIDEND

Owing to the growing business needs and the necessity to plough back the profits in the business, your directors do not recommend any dividend for the year.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to general reserve during the year under review.

ANNUAL RETURN

The Annual Return of the Company as on 31 st March, 2025 is available on the Company's website and can be accessed at https://auranqabaddistillery.com/ .

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Six (6) times during the year under review on 25 th May 2024, 02 nd September 2024, 30 th September 2024, 15 th October 2024, 13 th November 2024 and 13 th February 2025 respectively. Notice of meetings with agenda along with necessary details was sent to the Directors in time.

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, there were no changes in the composition of the Board of Directors. No appointments, resignations, or cessations took place.

In accordance with Section 152 of the Companies Act, 2013, Mr. Kanayalal Kimatram Kalani and Mrs. Jagjitkaur Amardeepsingh Sethi are retiring by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL (KMPS)

DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given Declaration confirming that;

a. They meet the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 25(8) read with 16(1) (b) of the Listing Obligation and Disclosure Requirements, 2015.

b. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c. They have registered their names in the Independent Directors' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management. Further there has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Pursuant to the provisions of Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of the Company at https://auranqabaddistillerv. com/ .

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down proper internal financial controls and system which are adequate and are operating effectively; and

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

AUDITORS & THEIR REPORTS

STATUTORY AUDITORS

In the 22 nd Annual General Meeting of the Company held on 30 th September 2022, members of the Company have appointed M/s. HMA & Associates, Chartered Accountants, Pune (Firm Registration No.: 100537W) as a Statutory Auditors of the Company to hold office from the conclusion of 22 nd Annual General Meeting for a period of 5 (five) consecutive financial years until the conclusion of the 27 th Annual General Meeting to be held for the financial year 2027-28.

The report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report except below:

1. Auditor Observation: As per Rule 3(1) of the Companies (Accounts) Rules, 2014, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The accounting software used by the Company has the feature to maintain the audit trail but the same was not enabled throughout the year. Though the audit trail was not enabled throughout the audit period, our opinion on the books of accounts is not vitiated as we have adopted alternative audit procedures to confirm that the financial statements are free from material misstatements and present true and fair view of the financial position of the company.

Management Reply: Management is committed to ensuring data security and compliance with new Indian legislation by enabling audit trail logging at the database level. Further, testing has been conducted for assessing the impact on system performance and the Company has successfully implemented audit trail facility.

Auditor Observation: The State Excise Department has raised a demand for excise duty, which, in their view, has been evaded by the company. The company has made an appeal to the state excise minister, who has temporarily stayed the demand without specifying a timeline for the stay. The company has also sought legal opinion on the matter, and it has been disclosed in the Director's Report. According to the directors, this demand is completely erroneous and mala fide and will be quashed in due course of time. After reviewing all the relevant documents, we believe that the company's ability to continue as a going concern is not challenged, despite the raised demand. We have provided a detailed note on this matter in Note No. 34 under Contingent Liabilities in the financial statements.

Management Reply: The demand for the excise duty was received in the financial year 2023-24, and the Board of Directors firmly believes that the claim is erroneous and mala fide, and is confident that the matter will be resolved in the Company's favour and After careful evaluation of all relevant documents and legal inputs, the Board is of the considered view that the demand does not pose any threat to the Company's financial position or its status as a going concern.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by Auditors under Sub- Section (12) of Section 143 of the Companies Act, 2013 other than those which are reportable to the Central Government.

SECRETARIAL AUDITORS

The Board of Directors had appointed M/s. Prajot Tungare& Associates, Practicing Company Secretaries as the Secretarial Auditors of your Company to issue a Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 for the Financial Year 2024-25. The Secretarial Auditors have given their report, which is annexed hereto as "Annexure I".

Further, as per recommendation of the Audit Committee, the Board of Director has appointed M/s. Prajot Tungare & Associates, Practicing Company Secretaries as Secretarial Auditors of your Company a term of Five (5) years from financial year 2025-26

GLOBAL ASPIRATIONS Corporate Overview Financial Statements

to 2029-30 subject to approval of the Members in the ensuing Annual General Meeting.

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report except below:

There has been delay of more than three months in appointment of Company Secretary as a Compliance officer as per Regulation 6 of The Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.

Management Reply: The Management has taken proactive actions for appointment of Company Secretary and Compliance Officer in time but the company has not received any responses. However, the company has appointed Ms. Pooja Soni as a Company Secretary and Compliance Officer of the company from 25 th May 2024.

COST AUDITORS

The Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee has recommended to the Board of Directors and the Board of Directors had approved the appointment of M/s. Dargad & Associates, Cost Accountants, as Cost Auditors of the Company to conduct the Cost Audit functions for the Financial Year 2024-25.

Further, based on the recommendation of the Audit Committee, the Board of Director has re-appointed M/s. Dargad & Associates, Cost Accountants, as Cost Auditors of the Company to conduct the Cost Audit functions for the Financial Year 2025-26 subject to ratification of remuneration of the cost auditor in ensuring Annual General Meeting.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

INTERNAL AUDITOR

The Board of Directors had appointed M/s. S. R. Bakare & Co., Chartered Accountants as the Internal Auditor of the Company pursuant to Section 138 and other applicable provisions, if any of the Companies Act for the financial year 2024-25.

As per recommendation of the Audit Committee, the Board of Director has re-appointed M/s. S. R. Bakare & Co., Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2025-26.

SHARE CAPITAL

The Shareholder of the Company at their Annual General Meeting held on 30 th September 2024 has approved the increase in Authorised Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crore Only) divided into 90,00,000 (Ninety Lakhs) Equity shares of Rs. 10/- each to Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided Into 1,10,00,000 (One Crore Ten Lakh) Equity shares of Rs. 10/- each.

The paid-up share capital of the Company as on 31 st March 2025 was Rs. 1025.00 lakhs.

During the year under review, the Company has issued 20,50,000 Equity Shares as Bonus shares in the ratio of 1:4 i.e. 1 Equity Shares for every 4 equity shares held.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided during the year are mentioned in the table hereln-below:

PARTICULARSOFCONTRACTSOR ARRANGEMENTS MADE WITH RELATED PARTIES

The transactions entered by the Company with related parties were in ordinary course of business and at arm's length basis. The particulars of transactions entered with related parties are annexed herewith as "Annexure II" to this report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure - III to this Report.

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DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a robust risk management framework that includes a well-defined risk governance structure and established processes. It proactively identifies and assesses all strategic, operational, and financial risks by analyzing the most up-to-date risk information from both internal and external sources. This valuable insight is then utilized to plan and implement risk mitigation activities effectively.

INTERNAL FINANCIAL CONTROLS

The Company has implemented comprehensive procedures to ensure robust internal financial controls. It consistently adheres to industry best practices to safeguard its assets, prevent and detect frauds and errors, maintain the accuracy and completeness of accounting records, and ensure the timely preparation of reliable and accurate financial information.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR POSITION & FINANCIAL PERFORMANCE

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE PURSUANT TO RULE 8(5) (VII) OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Company's going concern status or the Company's operations in future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in " Annexure-IV " to this report.

PERFORMANCE EVALUATION

The Company has developed a comprehensive policy for evaluating the performance of the Board, Committees, and individual Directors, including Independent Directors and Executive Directors. This policy encompasses various criteria for assessing the performance of Non-executive Directors and Executive Directors.

The Board evaluated its performance after seeking inputs from all the Directors based on 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 based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on 5 th January, 2017.

Importantly, this evaluation process ensures compliance with all relevant laws, regulations, and guidelines.

PARTICULARS OF EMPLOYEES

Disclosure as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as " Annexure -V " to this report.

VIGIL MECHANISM

The Company has a vigil mechanism named as Whistle Blower Policy of the Company in compliance of provisions of section 177(10) of the companies Act 2013, an avenue to raise concern and access in good faith the Chairman of the Audit Committee which provide for adequate safeguard against victimization of person.

The Policy on Whistle Blower Policy is available on the website of the Company under the weblink at www. aurangabaddistillery.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has designed and implemented a comprehensive policy and framework to promote a safe and secure work environment, where every person at the workplace is treated with dignity and respect. Moreover, the Company's policy is inclusive and gender neutral. Further, the complaint redressal mechanism detailed in the policy ensures complete anonymity and confidentiality.

Internal Complaint Committee (ICC) have been constituted as per the requirement with the highest governance norms. During the year under review, there was no complaints received pursuant to the aforesaid Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to the Section 135(9) of the Companies Act, 2013, the CSR Committee is not required to be constituted if an amount to be spent by the Company in a year does not exceed Rs. 50 Lakhs. Currently, the CSR liability for the Company is less than Rs.50 Lakhs. Hence all functions for fulfilling CSR liability shall be carried out by the Board of Directors of the Company .

Pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 the detailed Report on CSR Activities for the financial year 2024-25 is enclosed as " Annexure- VI " .

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INSOLVENCY AND BANKRUPTCY CODE UPDATE

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION

The Company has not made any valuation for one-time settlement with Bank and financial Institution. Hence, there is no reason for elaboration on the said aspect.

NATURE OF COMPANIES AFFAIRS

The Company is the process to carry on the business of Wine & Liquor Manufacturing, Marketing, Purchase and Sale thereof either wholesale or retail and to run Business of Distilleries or Breweries, to manufacture, wine spirits and Brew Beer, mineral waters, aerated waters, drinkables and other liquids and processed items of every description and to carry on business of toddy and other liquor and toddy operations thereof and to run permit rooms within the republic of India and during the year the company has not altered its main object.

ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.