Your Directors have pleasure in presenting the Annual Report on the business and
operations of the Company together with Audited Statement of Accounts for the year
ended on 31^st March 2025 with Auditor’s Report thereon.

Financial Highlights

The above performance is based on standalone basis. Consolidated figures are not
applicable.

State of Affairs:

Total Revenue of the Company has increased by 2762.92%. Net Profit after tax has
increased by about 24.76%.

The Company is taking all the possible steps to increase the profitability.

Transfer to Reserves (i.e. Other Equity):

The Opening Balance of Security Premium Reserve stands at Rs. 5.04 Lacs whereas the
closing balance of Security Premium Reserve stands at Rs. 5.04 Lacs.

The Opening Balance of Retained Earnings stands at Rs. 73.62 Lacs. During the year
under review whole of the Profit after tax of Rs. 32.33 Lacs has been transferred to
Retained Earnings. The Closing Balance of Retained Earnings stands at Rs. 41.29 Lacs.

Dividend:

In order to conserve resources, your Directors do not recommended dividend for the
year 2024-25 on Equity Shares of the Company. Pursuant to Regulation 43A of
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) the Company has adopted dividend distribution policy. The details of
distribution policy is available on the website of the Company namely
https: / / antarcticainternational.com/code-of-conduct/

Details regarding Conservation of Energy Conservation, Technology and Foreign
Exchange Earnings and Outgo:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors
hereby declares that there are no particulars to report for the Conservation of Energy &
Technology Absorption. There was no Foreign Exchange Earnings and Outgo during the
year.

Disclosure of Directors Responsibility Statement:

As required u/s 134 (5) of the Companies Act, 2013 the Directors hereby state and
confirm:

i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating
to material departures, if any.

ii. 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 as on
31/03/2025 and of the loss of the company for that period.

iii. The Directors have 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.

iv. The Directors have prepared the annual accounts on a going concern
basis.

v. 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.

vi. 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.

Listing:

The Shares of your Company are listed on Capital Market Segment (Main Board) of the
National Stock Exchange of India Limited. The Company has paid necessary listing fees
for the year 2024 - 2025.

Details of Material Changes and Commitments, Occurred during the Period
affecting financial position of the Company:

During the year under review there were no significant and material orders passed by
any Regulators or Court or Tribunals which may have impact on the going concern
status. No order has been passed by any Regulators or Court or Tribunals which may
have impact on the Company's operation in future. Further there is no material change
and commitments occurred during the year under review.

Particulars of Loans, Guarantees and Investments under Section 186 of the
Companies Act, 2013:

The Company has not provided any guarantee or provided any Security to any Person
for the loans availed by others.

There are no loans or advances in the nature of loans granted to Promoters, Directors,
KMPs and their related parties (as defined under Companies Act, 2013), either severally
or jointly with any other person, that are: (a) repayable on demand; or (b) without
specifying any terms or period of repayment

The details regarding the Loans and Advances, Investments, if any, are provided in the
Balance Sheet and notes to the Balance Sheet. The loans and advances, if any, provided
are for the business purpose.

Particulars of Contracts or Arrangements with Related Parties under Section 188
of the Companies Act, 2013:

All contracts / arrangements / transactions, if any, entered by the Company during the
financial year with related parties were in the ordinary course of business and on an
arm’s length basis. During the year, the Company has not entered into transactions
with related parties which could be considered material in accordance with the policy
of the Company on materiality of related party transactions. The Policy for
determination of Material Related party transaction is available at
https: / / antarcticainternational.com/code-of-conduct/

No advance is paid to any related party (other than loans and advances) for entering
any transaction. No Bad Debts of related parties.

Details of transactions with related parties during FY2025 are provided in the notes to
the financial statements. There were no transactions requiring disclosure under section
134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this

report.

Disclosure of Companies covered under Section 178 (1) on Directors appointment
and Remuneration including matters referred under Section 178 (3) of Companies
Act, 2013 and Details of Statement indicating manner in which formal annual
evaluation made by Board of its Performance and of its Committees and individual
Directors:

The Company has devised a Policy for Directors; appointment and remuneration
including criteria for determining qualifications, performance evaluation and other
matters of Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of both non-executive directors and
executive directors.

The Company's Nomination & Remuneration policy which includes the Director's
appointment & remuneration and criteria for determining qualifications, positive
attributes, independence of the Director & other matters is available on the website of
the Company at the link https://antarcticainternational.com/code-of-conduct/

Declaration by Independent Directors:

The Independent Directors of the Company namely Mr. Jay Rajeshbhai Patel, Mrs.
Sarikaben Sanketkumar Ladani and Mr. Nikhil Vasantbhai Gajjarhave confirmed to the
Board that they meet the criteria of independence as specified under Section 149 (6) of
the Companies Act, 2013 and they qualify to be independent directors. They have also
confirmed that they meet the requirements of independent directors as specified in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In the
opinion of the Board the independent directors possess requisite qualification,
competence and expertise.

Share Capital:

During the year under review no changes in Share Capital of the Company.

Issue of Equity Shares with Differential Rights:

Details required to be stated as per Rule 4 (4) of Companies (Share Capital and
Debenture Rules) 2014 is not applicable.

Disclosure regarding Employee Stock Options:

Details required to be given as stated in Rule 12 (19) Companies (Share Capital and
Debenture Rules) 2014 is not applicable.

Disclosure regarding Sweat Equity Shares:

Details required to be given as stated in Rule 8 (13) Companies (Share Capital and

Debenture Rules) 2014 is not applicable.

Auditors and Audit Report:

M/s. S Guha & Associates (Firm Registration No. 322493E ) have tendered their
resignation with effect from 13th November, 2024.

Chandabhoy & Jassoobhoy having Firm Registration No. 101648W as statutory
auditors of the Company with effect from 13^th November, 2024

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants continues to hold office as
Statutory Auditor of the Company.

Basis for Disclaimer of Opinion

Other qualification :

i. Company has not used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the same
has not been operated throughout the year for all transactions recorded in the
software. Since the accounting software with audit trail has not been used, the
question of it being tampered with and preserved by the company does not arise.

The Company has not maintained proper records showing full particulars including
quantitative details and situation of Property, Plant and Equipment and intangible assets.
The management has not certified the physical verification of Property, Plant and
Equipment at reasonable intervals. The Company owns immovable property. However no
documents and information have been provided to us in this regards.

As informed to us by the management, the inventory has not been physically verified
during the year by the management. In our opinion, the frequency of verification is not
reasonable. The procedures of physical verification of inventory followed by the
management are not reasonable and adequate in relation to the size of the Company and
the nature of its business. We have asked management to allow us for physical verification
of such inventory, however we have not received any responses on the same.
i. The Company has made investment, provided guarantee or security or granted any

loans to companies, firms, Limited Liability Partnerships or other parties during the

year. As per the financial statements advance of Rs. 465.17 crores granted to different

parties. We believe that these advances are in the nature of loans.

(a) Company has not granted any loans or advances and guarantees or security to
subsidiaries, joint ventures and associates;

(b) The investments made, guarantees provided, security given and the terms and conditions
of the grant of all loans and advances in the nature of loans and guarantees provided are
not prejudicial to the company’s interest;

(c) In respect of loans and advances in the nature of loans, the schedule of repayment
of principal and payment of interest are not provided to us by management so we
can not verify that principal and payment of interest has stipulated or not and we
are unable to verify that the repayments or receipts are regular or not regular;

(d) As loan agreements have not been provided to us by management, we cannot verify
the total amount overdue.

(e) As loan agreements have not been provided to us, we cannot verify whether any
loan or advance in the nature of loan granted has fallen due during the year, has
been renewed or extended or fresh loans granted to settle the overdues of existing
loans given to the same parties.

(f) As loan agreements have not been provided to us, we are unable to verify that
whether the company has granted any loans or advances in the nature of loans
either repayable on demand or without specifying any terms or period of repayment;

(g)

(Rs. In Lacs)

Board Reply to the above qualification

The qualification are self-explanatory
Cost Audit and Cost Records:

The Company is not required to maintain Cost records in terms of the Companies Act,
2013. Cost Audit provisions are not applicable to the Company till year ended 31^st
March, 2025.

Disclosure of Risk Management Policy:

The Company has a structured risk management policy. The Risk management process
is designed to safeguard the organization from various risks through adequate and
timely actions. It is designed to anticipate, evaluate and mitigate risks in order to
minimize its impact on the business. The potential risks are inventoried and integrated
with the management process such that they receive the necessary consideration during
decision making.

SECRETARIAL AUDIT

The Company has obtained a Secretarial Audit Report from Varsha Rani Agarwal,
Company Secretary in Practice to conduct the secretarial audit for the financial year

2024-25. Secretarial Audit is attached and marked as Annexure I.

The Secretarial Audit Report contains the following qualification :

a) We are unable to verify about the compliance of Regulation 46 of SEBI
LODR Regulation and also various policies required to be disclosed in terms
of provisions of the Companie Act, 2013 as the website of the Company not
fully functional.

b) The Company has dispatch Annual Report for the year ended on 31^st
March, 2024 by not giving clear 21 days notice.

c) The Company has not produced before us the evidence of registration of
Independent Director’s with Independent Director’s da.ta bank.

d) The company has not produced before us the minutes of the Board Meeting
and Committee Meeting and accordingly we cannot comment on the
compliance of the provisions of the Companies Act, 2013 and also regarding
Secretarial Standards.

e) The Company has not filed various forms in time, further more several
forms have required to be filed have not been filed.

f) We are unable to comment about the attendance of the directors and
circulation of draft and signed minutes as the Company has not provided the
requisite papers and documents.

g) The Company has not appointed internal auditor and no internal audit
reports available to us for verification.

h) The Company has not ma.de certain announcements to the stock exchange
in the prescribed time.

i) We are unable to report about the correctness of disclosures regarding
corporate governance made to the exchange as the minutes and other
documents were not available to us for verification.

j) During the year the Company has increased its authorized capital and also
filed Form MGT-14 but not filed SH-7 for increase in Share Capital however,
subsequently the Company withdrew/rescinded from the said resolution.

k) During the year the number of director has fallen below 6 and there was
delay in appointing the new director and consequently there was violation of
Regulation 17 of SEBILODR and the company has to pay fine for the same.

l) In our opinion the company has not made adequate disclosures in its
Annual Report for the year ended 31^st March, 2024 required in terms of SEBI
LODR.

The reply of the Board of Directors for the above qualification is as under :

The Company has now appointed full time Company Secretary and it expects that in future
such non compliances do not occur.

In addition to the above, pursuant to regulation 24A (2) of the Listing Regulations, 2015,
a secretarial compliance report for the financial year 2024-25 has been issued by
Varsha Rani Agarwal, (Company Secretary in Practice) and the same will be submitted
to the stock exchanges within the given timeframe. The report is also available on the
website of the Company.

Board Meetings:

During the year under review, 17 (Seventeen) Board meetings were held. The dates of
Board meetings and attendance details is as under:

In respect of the above board meetings adequate notice was given to all the Directors
together with the agenda. The gap between two Board meetings does not exceed 120

days.

Independent Director’s Meeting

In compliance with schedule IV to the Act and regulation 25(3) of the Listing
Regulations, 2015, the independent directors held their separate meeting on 18 March
2025, without the attendance of non-independent directors and members of
Management.

Following independent directors were present at the meeting.

A) . Jay Rajeshbhai Patel

B) . Sarkiben Sanketkumar Ladani

C) . Nikhil Vasantbhai Gajjar

The independent directors present elected Mr. Jay Rajeshbhai Patel as chairperson for
the meeting.

The independent directors, inter alia, discussed on changes in the Board, report of
performance evaluation of Board, its Committees and Chairman and reviewed the
performance of non-independent directors and the Board as a whole and also the
performance of Chairman of the Company taking into account the views of executive
directors and non-executive directors, assessment of quality, quantity and timeliness of
flow of information between the Company’s Management and the Board, etc. and
provided their views and expressed satisfaction on each of the matters.

In addition, the independent directors had a separate meeting with senior management
personnel to deliberate on various matters concerning the Company’s business.

Corporate Governance:

Corporate Governance forms part and parcel of the Directors Report. The report on
Corporate Governance is provided in Annexure II.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached herewith and marked as Annexure III.

Certificate on Corporate Governance Report:

A Certificate by Practicing Company Secretary for Corporate Governance Report is
enclosed herewith and marked as Annexure IV.

Code of Conduct:

The Board of Directors has already adopted the Code of Ethics and Business Conduct

for the Directors and Senior Management personnel. This code is a comprehensive code
applicable to all Directors, Executive as well as Non - executive and members of the
Senior Management. The Code has been circulated to all the members of the Board and
Senior Management Personnel and compliance of the same has been affirmed by them.

A declaration given by the Managing Director is given below:

The Company has obtained from all the members of the Board and Senior Management
Personnel of the Company, affirmation that they have complied with the Code of Ethics
and Business Conduct framed for Directors and Senior Management Personnel in
respect of the financial year 2024-2025.”

The company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and designated employees of the
Company and can be accessed at https://antarcticainternational.com.

Voluntary Revision of Financial Statements / Board Report:

There was no voluntary revision of financial statements or Board Report during the
financial year.

Dematerialization of Shares:

Policies:

Various policies required under the provision of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and
uploaded on the website of the Company namely https://antarcticainternational.com.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETINGS:

During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

Corporate Social Responsibility:

Stakeholders are further informed that during the year 2024-2025 your Company do

Business Responsibility and Sustainability Report:

Since your Company does not fall in the criteria of top 1000 listed entity based on
market capitalization at the end of the year and therefore the provisions of Business
Responsibility and Sustainability Report is not applicable to the Company.

Investor Education and Protection Fund:

No amount was required to be transferred to Investor Education and Protection Fund.
Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:

a) Disclosure of financial Summary / Highlights:

b) Disclosure of Change in Nature of Business:

During the Year under review the Company has added various object clause to its
Memorandum of Association in terms Postal ballot Notice Dated 17^th July, 2024.

The Company is primarily engaged in Agro and Agro Products.

c) Details of Directors / Key Managerial Personnel Appointed / Resigned:
Appointment

Mr. Nikhil vasantbhai Gajjar (DIN: 07557645) as an Additional Director (Non-Executive
& Independent) with effect from 10^th April, 2024

Mr. Rajesh Mangilal Sharma (DIN: t0479481) as whole Time Director on the Board of
the Company w.e.f.10th April,2024 for a period of three (3) years with effect from 10th
April, 2024 to 9th April, 2027

Mrs. Ranjanben Jayantibhai vaghela (DIN: 09588466) as Additional Director (Non-

Mr. Jay Rajeshbhai Patel (DIN: 10623714) as Additional Director in the category of Non¬
Executive Director of the Company w.e.f. 22^nd June 2024;

Mrs. Sarikaben Anketkumar Ladani (DIN: 10628104) as Additional Non- Executive
Independent Director of the Company w.e.f. 22^nd June 2024;

Mr. Pansuriya Chirag Vallabhbhai (PAN: CDIPP0937J) as Chief Financial Officer (CFO)
(Key Managerial Personnel) of the Company w.e.f. 22^nd June 2024;

Ms. Ummay Amen Mashraqi (M.NO- A58520) as Company Secretary (Key Managerial
Personnel) & Compliance Officer of the Company w.e.f. 22^nd June 2024;

Mr. Rahul Solanki ( DIN : 10730722 ) was appointed as a Non Executive Nominee
Director on the Board of Directors of the Company with effect from 2^nd January, 2025.

Cessation

Mr. Rishabh Vijay Khanna, (DIN: 09782157), from the post of Whole-time Director of
the Company w.e.f. 10th April, 2024.

Mr. Arshad Riyaz Ahmed Shaikh (DIN: 09802058), from the post of Non Executive
Independent Director of the Company w.e.f. 10^th April, 2024

Mr. Panchu Gopal Chatterjee (DIN: 08502545) from the Post of Non-Executive
Independent Director of the Company w.e.f. 22^nd June, 2024

Mr. Ramesh Chandra Bhowmick (DIN: 08502539) from the Post of Non-Executive
Independent Director of the Company w.e.f. 22™ June, 2024

Mr. Sadananda Banerjee (DIN: 05282648) from the Post of Non- Executive Independent
Director of the Company w.e.f. 22^nd June, 2024

Mr. Swapan Roy (DIN: 09292193) from the Post of Non- Executive Director of the
Company w.e.f. 22^nd June, 2024

Mr. Sailendra Nath Rakshit from the post of Chief Financial Officer (CFO) (Key
Managerial Personnel) of the Company w.e.f. 22^nd June, 2024

Ms. Ruma Suchanti (M. No. A13794) as Company Secretary (Key Managerial Personnel)
& Compliance Officer of the Company w.e.f. 22^nd June 2024.

Mrs. Ranjanben Jayantibhai Vaghela (DIN: 09588466) from the Post of Additional
Director of the Company w.e.f. 08th July, 2024

Mrs. Ummay Amen Mashraqi has resigned from the Post of Company Secretary of the

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no subsidiary companies / joint ventures / associate companies
either at the beginning of the year or at the end of year or at any time during the year.

e) Details regarding Deposit covered under Chapter V of the Companies Act,
2013.

The Company has not invited any deposit other than the exempted deposit as prescribed
under the provision of the Companies Act, 2013 and the rules framed there under, as
amended from time to time. Hence there are no particulars to report about the deposit
falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with requirements of Chapter
V of the Act.

Not Applicable

g) Details of Significant and Material Orders passed by Regulators or Courts or
Tribunals.

During the year under review there were no significant and material orders passed by
any Regulators or Court or Tribunals which may have impact on the going concern
status. No order has been passed by any Regulators or Court or Tribunals which may
have impact on the Company's operation in future. Further there is no material change
and commitments occurred during the year under review.

h) Internal financial Controls:

The Company has identified and documented all key internal financial controls, which
impact the financial statements. The financial controls are tested for operating
effectiveness through ongoing monitoring and review process of the management and
independently by the Internal Auditors. In our view the Internal Financial Controls,
affecting the financial statements are adequate and are operating effectively.

Extract of Annual Return:

Extract of Annual return pursuant to Section 92 of the Companies Act, 2013 for the
year ended on 31^st March, 2025 is available on the website of the Company i.e.
https: / / antarcticainternational.com.

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

The Company has in place an Anti-harassment policy in line with the requirements of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee are set up at shop floor level to redress
complaints received regularly and are monitored by women line supervisors who directly
report to the Chairman. All employees (permanent, contractual, temporary, trainees)
are covered under the policy. There was no compliant received from any employee
during the financial year 2024-25 and hence no complaint is outstanding as on
31.03.2025 for redressal.

Particulars of Employees:

The Particulars of Employees required to be given pursuant to Section 197 of the
Companies Act 2013 is provided in Annexure V.

Non Disqualification of Directors:

A Certificate obtained from Practicing Company Secretary regarding non¬
disqualification of Directors of the Company is annexed and marked as Annexure VI.

Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status:

No Application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the time of one time
settlement and the valuation done while undertaking loan from the bank of FI,
along with reasons thereof: Not Applicable

Maternity Benefit

The company has provided necessary maternity benefit to female employees in
accordance with The Maternity Benefit Act 1961.

Policies:

The Company has adopted various policies as required under the provisions of the
Companies Act. 2013 and SEBI ( Listing Obligations and Disclosure Requirement)
Regulations 2015 same is available on the website of the Company
https: / / antarcticainternational.com.

Acknowledgement

Your Directors express their gratitude for the continued support, co-operation, and
assistance received by the Company from various Central and State Government
Department, Bankers and valued customers of the company.

FOR & ON BEHALF OF THE BOARD OF
ANTARCTICA LIMITED

Place: Kokatta

Dated: 6^th September, 2025

Sd/-

CHAIRMAN CUM WHOLE TIME DIRECTOR
Rajesh Sharma
(DIN: 10479481)