To

The Members of White Organic Retail Limited ("Your Company")

[Formerly known as White Organic Retail Private Limited & Sapna InfraventurePrivate Limited]

Your Directors are pleased to present the annual report of your Company together withthe audited financial statement and the Auditors Report of your company for the financialyear ended March 31 2019.

1. Financial Highlights:

The Financial performance of the Company during the F.Y. 2018-2019 is as under:

2. Company's Affairs

White Organic Retail (BSE: WORL) is into trading of Agriculture produce like CerealsPulses Grains Fruits and Vegetables etc. Our company had commenced the operations oftrading in Agricultural products including Organic and other Products and startedDistribution and Retailing of those Products in October 2016. The Company is promoted byWhite Organic Agro Limited Mr. Darshak Mahesh Rupani and Mr. Prashantt Mahesh Rupani.

The Company is focusing on expansion of retail segment of the business and exploringmodels like online e-store and tie ups with e-marketplaces like Grofers Big Basket andAmazon and the export channel with strategic tie-ups with international companies.

The management believes buying organically grown food and healthy powders free ofharmful chemicals bursting with more nutrition taste and sustainable sustenance is adirect 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 isIndia.

Total revenue of the Company for the reporting financial year is Rs. 1613239444/-and the net profit after tax for the year is Rs. 17956046/-.

3. Change in Nature of Business

There are no changes in the nature of business during the Financial Year 2018 2019.

4. Share Capital

A) Issue of Equity Shares with Differential Rights: The Company has not issued anyequity shares with differential rights during the Financial Year 2018-2019.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Sharesduring the Financial Year 2018-2019.

C) Issue of Employee Stock Options: The Company has not issued any Employee StockOptions during the Financial Year 2018-2019.

During the reporting period following changes have taken place in share capitalstructure:

• Increase in Authorised Capital - the Company has increased its AuthorizedCapital from Rs. 100000/- (Rupees One Lac only) divided into 10000 (Ten Thousand)Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 110000000/- (Rupees Eleven CroreOnly) divided into 11000000 (One Crore and Ten Lac) Equity Shares of Rs. 10/- (TenRupees) each vide resolution passed by the Shareholders at the Extra ordinary GeneralMeeting held on July 9 2018.

• Bonus Shares: 710000 (Seven Lakh and Ten Thousand only) fully paid upbonus equity Shares of Rs. 10/- each on 31^st July 2018 after seeking approvalof the Shareholder on 30^th July 2018.

• Rights basis: 2280000 (Twenty Two Lakh Eighty Thousand Shares) onRights basis on August 10 2018 to the holding Company after adjusting outstanding loansof the Holding Company against share application money.

• Initial Public Issue (Post Closure of financial year): The Company hadcome with an Initial Public Issue of 2454000 Equity Shares of face value of 10/- eachfor cash at a price of 63/- per Equity Share (Issue Price) including a share premium of53/- per equity share aggregating upto 1546.02 Lakhs was carried out. Summary of the sameis as under:

Public Issue for 2454000 Equity Shares of 10/- each fully paid-up of our Company forcash at a price of

63/- per Equity Share aggregating to 1546.02 Lakhs.

5. Subsidiaries Joint Ventures and Associate Companies

The Company is the wholly owned subsidiary of White Organic Agro Limited (hereinreferred as WOAL) during reporting period and till 07^th May 2019. Post Publicissue the Company is continuing to be a subsidiary with 55.01% of equity shares beingheld by WOAL.

The Company does not have any Subsidiary or Joint venture or associate Company.

6. Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in "Annexure1" and is attached to this Report. Further Annual return of theCompany once filed shall be available on the website of the Company.

7. Number of Meetings of the Board

The Board of Directors duly met 13 times during the Financial Year 2018-19 inCompliance of applicable provisions of Companies Act 2013.

8. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 (the "Act")

1. that in the preparation of the annual accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2. that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit and loss of the Companyfor that period;

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

9. Details in respect of frauds reported by Auditors

No fraud on or by the Company were noticed or reported by the auditors during theperiod under review.

10. Particulars of Loans Guarantees or Investments made under Section 186 of the Act

The Company has not made any investments or provided guarantees falling under thepurview of Section 186 of the Companies Act 2013. Further details of existing loans andloans made by the Company during the reporting financial year under form a part of notesto financial statements.

11. Particulars of Contracts or Arrangements made with related parties

During the year under review the transactions entered by the Company with relatedparties were carried out at arm s length and are in ordinary course of business and henceare not falling under the purview of section 188. Further considering the size ofoperations the Board doesn t consider these transactions as material and hence the sameare not presented in prescribed form AOC 2.

12. Transfer to reserves

The Company has not transferred any amount to the general reserves.

13. Dividend

During the year under review the Company has not declared any Dividend.

14. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Educationand Protection Fund.

15. Material changes and commitment if any affecting financial position of the Companyoccurred between end of the financial year to which this financial statements relate andthe date of the report

The Company had come with an Initial Public Issue of 2454000 Equity Shares of facevalue of 10/- each for cash at a price of 63/- per Equity Share (Issue Price) including ashare premium of 53/- per equity share aggregating upto 1546.02 Lakhs and hasallotted the shares on May 7 2019. Thereafter the Company has been listed on BSE SMEPlatform w.e.f. 10^th May 2019.

Apart from the above there are no material Changes and Commitments affecting theFinancial Position of the Company from 01^st April 2019 till the date of issueof this report.

16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

(A) Conservation of Energy

i. The Steps Taken Or Impact On Conservation Of Energy: The Company takesreasonable steps to conserve energy at its offices shops and other storage places.

ii. The Steps Taken By The Company For Utilizing Alternates Source Of Energy: Sincethe Consumption of energy is relatively low no alternate source of energy is utilized.

iii. The Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption

i. The efforts made towards technology absorption: NIL

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)

(a) Details of technology imported: Nil

(b) Year of Import: Nil

(c) Whether technology has been fully absorbed: Nil

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

iv. The expenditure incurred on Research and Development: Nil

(C) Foreign Exchange Earnings and Outgo

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

17. Deposits

During the financial year under review the Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

18. Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.

19. Internal control system and their adequacy

The Company has adequate system of internal financial control and risk mitigationsystem commensurate with the size of the Company and nature of its business. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements.

The Audit Committee of M/s. White Organic Agro Limited (the Holding Company) activelyreviews the adequacy and effectiveness of the Internal Financial control and suggests theimprovements for the same.

20. Directors & KMPs

There were certain changes made in the composition of the Board of Directors during thereporting period and the same are summarized as under:

Appointments:

• Mrs. Jigna Thakkar (Independent) and Mr. Vishal Chavda were appointed asAdditional Directors w.e.f 12^th April 2018

• Mr. Amit Rambhia was appointed as Additional (Independent )Director on 12^thJuly 2018

• Mr. Darshak Rupani (Director) has been appointed as Managing Director of theCompany w.e.f. 15^th July 2018

• Mr. Kunal Bhayani was appointed as CFO of the Company w.e.f 03^rdAugust 2018

• Ms. Charmi Jobalia was appointed as Company secretary of the Company w.e.f 15^thJune 2018.

• Mr. Ronak Desai Appointed as CFO of the Company w.e.f 08^th February2019.

• Mr. Pritesh Doshi has been appointed as independent Director at the meeting ofshareholders on 21^st February 2019 to hold office for a term of 5 years endingon 20^th February 2024.

Cessation:

• Mr. Chandresh Jain has resigned from the office of Independent Director w.e.f 11^thJuly 2018

• Mr. Vishal Chavda resigned from the office of Additional Director w.e.f 25^thAugust 2018.

• Mr. Amit Rambhia resigned from the office of Additional Director w.e.f. 24^thAugust 2018.

• Mr. Kunal Bhayani resigned from the office of CFO w.e.f 26^th August2018.

• Ms. Charmi Jobalia Resigned from the office of Company Secretary w.e.f 27^thSeptember 2018 and was reappointed w.e.f 10^th February 2019.

Change in Designation

Mr. Prashantt Rupani s designation has changed from executive to non-executive w.e.f 08^thFebruary 2019. Mrs. Jigna Thakkar has been appointed as Director in terms of section 152and Independent Director in terms of Section 149 read with 152 for a term of 5 financialyears starting from 12^th April 2018 upto 11^th April 2023 by theshareholders at their 7^th annual general meeting.

21. Reappointment of Directors

Mr. Darshak Rupani (DIN: 03121939) is liable to retire by rotation at the forthcomingAnnual General Meeting of the Company and being eligible he has offered himself forre-appointment. The Board of Directors recommend to the members to re-appoint him at theensuing Annual General Meeting.

22. Declaration by Independent Directors

The Company has received the declarations from the Independent Directors under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

23. Committees of the Board

The Board of Directors had formed Following Committees voluntarily on 12^thApril 2018:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship Committee

*All the abode Committees were dissolved w.e.f 31^st August 2018.

• Re- formation of Committees on 22^nd February 2019

24. Vigil Mechanism

The Company has a Vigil Mechanism policy to report genuine concerns or grievances.Audit Committee is responsible for overviewing the vigil mechanism and its implementation.Detailed policy of the same is available at the registered office of the Company.

25. Secretarial Audit

The Company being material unlisted subsidiary of WOAL is required to undergosecretarial audit. Pursuant to the provisions of Regulation 24A of SEBI (LODR)Regulations 2015 as amended from time to time the Company has appointed M/s. Rachana JMaru Company Secretary in Practice (C.P. No 16210) to undertake the Secretarial Auditof the Company for the F.Y. 2018-2019.

The Secretarial Audit Report is included as "Annexure 2" andforms an integral part of this report.

26. Statutory Auditors

In accordance to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Gupta Raj & Co (FRN: 001687N) havebeen appointed as the Statutory Auditors of the Company for a period of 5 years to holdoffice from the conclusion of AGM held for FY 2016-17 till the conclusion of the 6^thconsecutive AGM to be held in thereafter.

27. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors in their reports

Statutory Audit Report: No adverse comments / statements are made by the StatutoryAuditors in Report issued by them and other Statements made by the Auditors in theirreport are self-explanatory and don t require any comments on the same by the Board ofDirectors.

Secretarial Audit Report: With respect to comments mentioned in the report issuedby Secretarial Auditors we would like to state that the points mentioned in the saidreport are self-explanatory and necessary measures are already initiated by the Board toadhere to the regulatory requirements.

28. Details of Frauds Reported by Auditor

No frauds u/s 143 (12) are reported by the Auditor hence no Disclosures required inthis regard.

29. Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures needs to be made under the saidsection. Further details of top 10 employees (on the basis of remuneration) shall beavailable at the registered office of the Company during the business hours the Companydoes not pay any remuneration to the Managing Director / Board of Directors / KMPs andhence was not required to the disclose detailed ratios of the remuneration of eachDirector to the median remuneration to the employees of the Company for the financialyear.

30. Nomination And Remuneration Policy

The Company has policies framed for remuneration and appointment of directors Keymanagerial personnel and senior management of the company including criteria fordetermining qualifications independence of Director and other matters as required underSection 178(3). The composition and policies forms a part of the Corporate GovernanceReport and the said policy is available at the registered office of the Company.

31. Risk Management Policy

The Company has adopted a Risk Management Policy which helps the Company inidentification of risk lays down procedure for risk assessment and procedure for riskminimization.

32. Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated byCompanies Act 2013 is not applicable to the Company.

33. Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport.

34. Particulars of transaction between the Company and Non Executive Directors

During the year under review the company has not entered into any transaction with itsNon-Executive Directors.

35. Affirmation

The Company has complied with all the Applicable Secretarial Standards issued byInstitute of Company Secretaries of India.

36. 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

37. Disclosure under sexual harassment of women at workplace:

The Company has no women employees and hence was not required to form any internalcomplaints committee as per the provisions of prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 during the reporting period.

38. Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company s activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.