Year End :2024-03

The Board of Directors are pleased to present its Second Annual Report on the operations of Patron Exim
Limited ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended
March 31, 2024.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2024 is
as under:

LRs. in Lakhs)

PARTICULARS	STANDALONE -	STANDALONE -
	FINANCIAL	FINANCIAL
	STATEMENTS-YEAR	STATEMENTS-YEAR
	ENDED	ENDED
	MARCH 31, 2024	MARCH 31, 2023
Revenue from Operations	657.65	1295.19
Other Income	364.64	593.47
Total Revenue	1022.29	1888.66
Profit / (Loss) before exceptional and extra¬ ordinary Items and tax	90.00	195.36
Add/(Less): Extra-Ordinary Item	Nil	Nil
Profit / (Loss) after Extra Ordinary Items and before tax	90.00	195.36
Tax Expense:
A) Current Income Tax	23.4	56.89
B) Deferred Tax (Assets)/Liabilities	Nil	Nil
Profit / (Loss) After Tax	66.60	138.47

STATE OF COMPANY'S AFFAIRS AND OPERATIONS:

Your Company was originally formed as a partnership firm under the Partnership Act, 1932 ("Partnership
Act") in the name and style of "M/s Arvind Traders", pursuant to a deed of partnership dated April 23,
1982. Subsequently, the constitution of the partnership firm was changed pursuant to partnership deed
dated April 01, 1994 and May 16, 2015. "M/s. Arvind Traders" was thereafter converted from a partnership
firm to a private limited company under Part I chapter XXI of the Companies Act, 2013 in the name of
"Patron Exim Private Limited" and received a Certificate of Incorporation dated August 24, 2022 bearing
Corporate Identification Number U51909GJ2022PTC134939 from the Assistant Registrar of Companies,
Central Registration Centre.

Your Company was converted in to a public limited Company pursuant to a special resolution passed by our
shareholders at the EGM held on October 10, 2022 and consequently the name of our Company was changed
to "PATRON EXIM LIMITED" and a fresh certificate of incorporation was issued by the Registrar of
Companies, Ahmedabad, dated December 2, 2022. The CIN of the Company is U24100GJ2022PLC134939.

Although the Original Partnership Firm was formed on April 23, 1982, Narendrakumar Gangaramdas Patel,
Promoter & Managing Director & Sushilabahen Narendrakumar Patel, Promoter & Director of our Company
were entered into the Partnership Firm on April 01, 1994. In 1994, the Partnership Firm basically involved
in the business of trading of timber, cement sheets and other ancillary business. Subsequently, the
Constitution of the partnership firm was changed on May 16, 2015, and the firm was entered in the business
of all kind of trading activities of surgical & non-surgical articles, APIs, drugs intermediates, Medical
Pharmaceutical Chemicals, preparation & formulation of bio-chemic products, etc.

Our Promoter, Narendrakumar Gangaramdas Patel, with his keen knowledge and marketing skills has
expanded the business in the trading of not only APIs and other range of pharmaceutical raw material but
also in the various industrial use of chemicals in 2019. He believes in providing quality of products at
affordable price in the market, which leads the business of the Partnership Firm at a different level of
success. The continued expansion of the business leads the promoter to convert the partnership firm into
the company.

Your Company is currently engaged in the trading and distribution of wide range of pharmaceutical raw
material which is also known as APIs (Active Pharmaceutical Ingredients), industrial, excipient and solvents.
Presently our product portfolio comprises of around 150 AIPs, Excipient, Pharma Chemical & Intermediates.
We are also in the trading of variety of chemicals, such as, Petrochemicals, Dyes & Pigment Chemicals,
Paints & Speciality Chemical, Agro Chemicals, Oil & Refinery Chemicals, Foam & Adhesive, Plywood &
Laminates Chemical. The range of Chemicals also includes food industry & water treatment chemicals,
resins & plastics chemicals, polymers and additives etc. The geographical territory in which your Company
operates is Ahmedabad and the surrounding area of Gujarat.

During the year, the Company changed its registered office from 411, Safal Perlude, B/h Ashwaraj
Bunglows, 100 FT Road, Prahladnagar, Vejalpur, Ahmedabad - 380015 to A-1106, Empire Business Hub,
Science City Road, Sola, Ahmedabad - 380060, Gujarat.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the reserves.
The profit earned during the year has been carried to the balance sheet of the Company as part of the
Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on "State of Company's Affairs and Operations" and
the Company continues to be in the same line of business as stated in main objects of the existing
Memorandum of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, no changes have been taken place in the Authorised and Paid-up Share
Capital of your Company and as on March 31, 2024, Authorised and Paid-up Share Capital of your Company
were as follows :

• Authorised Share Capital:

The authorized capital of your Company as on March 31, 2024 was Rs. 25,00,00,000/- consisting of
2,50,00,000 Equity shares of Rs.10/- each.

• Issued, Subscribed & Paid-up Share Capital and Allotments:

At the end of financial year 2023-24, Paid Up Share Capital was Rs. 23,18,00,000 comprised of
2,31,80,000 equity shares of Rs. 10/- each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBIC
ISSUE:

In the Financial Year 2022-23, the Company got listed on SME Platform of BSE Limited, and till date of
Board's Report Company has utilized funds in the objects as stated in offer document and there were no
deviations or variations in utilization of funds raised from the public

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed
dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125
of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of Ms. Payal Patel, Managing Director,
Mr. Bhumishth Patel Non-Executive Director, Mr. Omprakash Agrawal, Mr. Sumitkumar Patel and Ms.
Komal Chauhan as Non-Executive Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,
expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2023-24, Mrs. Sushilabahen Patel relinquished her office as Non-Executive Director of
the Company on May 30, 2023. Ms. Komal Chauhan was appointed as Non- Executive Independent
Director for a period of five years effective from January 4, 2024.

Further, following changes took place post closure of the financial year and up to the date of approval
of this report:

Name of Director / KMP	Date of Appointment / Regularization	Date of Change in Designation / Cessation	Reasons for changes in the Board
Mr. Narendrakumar Patel	-	August 2, 2024	Resigned as Managing Director
Ms. Payal Bhumishth Patel	August 2, 2024	-	Resigned as Managing Director

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof
Mr. Bhumishth Narendrabhai Patel (DIN: 02516641), Non-Executive Director, retires by rotation at the
Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends
the re-appointment of Mr. Patel.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet
with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies
Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors)
Rules, 2014 as amended from time to time and there has been no change in the circumstances which
may affect their status as independent director during the year and they have complied with the code
of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies
Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and
Declaration as to compliance with the Code of Conduct of the Company. Further, a certificate of non¬
disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & Associates
Practising Company Secretary, Ahmedabad is annexed along with the Form MR-3 at "Annexure C".

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, 10 Board meetings were held. The intervening gap between two meetings
was not more than 120 days. The details of attendance of each Director at the Board Meetings during the
year are as under:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Mr. Narendrakumar Patel*	Managing Director	10	10
Mrs. Sushilabahen Patel **	Non-Executive Director	1	1
Mr. Bhumishth Patel	Non-Executive Director	10	10
Mr. Om Prakash Agrawal	Non-Executive Independent Director	10	10
Mr. Sumitkumar Patel	Non-Executive Independent Director	10	10
Ms. Komal Chauhan***	Non-Executive Independent Director	3	3
Ms. Payal Bhumishth Patel****	Managing Director	NA	NA

* Resigned as Managing Director with effect from August 2, 2024
** Resigned as Non-Executive Director of the Company on May 30, 2023
*** Appointed as Independent Director on January 4, 2024
****Appointed as Managing Director with effect from August2, 2024

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number

of memberships in committees are not applicable.

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act,
2013, Except Mr. Narendrakumar Patel and Mrs. Sushilabahen Patel are Husband and Wife, and Mr.
Bhumishth Narendrabhai Patel is the son of Mr. Narendrakumar Patel and Ms. Sushilabahen Patel. Ms. Payal
Patel is the wife of Mr. Bhumishth Narendrabhai Patel

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of
Directors held on December 12, 2022 as per the applicable provisions of the Section 177 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in
view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the
SEBI (LODR) Regulation, 2015. The Audit Committee comprises following members.

Sr. No.	Name of Members	Category	Designation
1.	Sumitkumar Jayantibhai Patel	Independent Director	Chairman
2.	Om Prakash Agrawal	Independent Director	Member
3.	Narendrakumar Gangaramdas Patel*	Managing Director	Member
4.	Payal Patel**	Managing Director	Member

* ceasea to oe a memoer witn errect from August 2, 224
** inducted as a member with effect from August2, 2024

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of
the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to
the shareholders in any matter relating to financial statements. The scope and function of the Audit
Committee and its terms of reference shall include the following:

(i) Terms of reference of the Audit Committee is as under:

The scope of audit committee shall include, but shall not be restricted to, the following:

1. Oversight of the listed entity's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the board for approval, with particular reference to:

I. matters required to be included in the director's responsibility statement to be included
in the

II. board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies

Act, 2013;

III. changes, if any, in accounting policies and practices and reasons for the same;

IV. major accounting entries involving estimates based on the exercise of judgment by
management;

V. significant adjustments made in the financial statements arising out of audit findings;

VI. compliance with listing and other legal requirements relating to financial statements;

VII. disclosure of any related party transactions;

VIII. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments existing as on the date of coming into
force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit Committee reviews the following information:

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

5. Statement of deviations:

A. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

B. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

(ii) Meetings and Attendance:

During the year 2023-24, four meetings of the Committee were held all of which were attended by
all members.

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate
Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015 vide
board resolution dated December 12, 2022. The Nomination and Remuneration Committee comprises
the following members:

Sr. No.	Name of Members	Category	Designation
1.	Om Prakash Agrawal	Independent Director	Chairman
2.	Sumitkumar Jayantibhai Patel	Independent Director	Member
3.	Bhumishth Narendrabhai Patel	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration
Committee. The scope and function of the Committee and its terms of reference shall include the following:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation, prepare a description of the role and capabilities required of an independent
director. The person recommended to the Board for appointment as an independent director shall
have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior

6. management in accordance with the criteria laid down, and recommend to the board of directors

their appointment and removal.

7. whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

8. recommend to the board, all remuneration, in whatever form, payable to senior management.

(i) Meetings and Attendance:

During the year 2023-24, one meeting of the Committee was held all of which were attended by
all members.

(ii) Nomination and remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and
Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said
policy is available on the website of the Company at https://patronexim.com/wp-
content/uploads/2022/10/NOMINATION-AND-REMUNERATION-POLICY-1.pdf
Salient features of the policy dealing with nomination and remuneration are as under:

Nomination

I. The Committee shall identify and ascertain the following criteria for the appointment to the

positions of Director, KMP and Senior Management i. possess the highest ethics, integrity,
value

II Be willing to devote sufficient time and energy

III. Have demonstrated high level of leadership and vision

IV. not have direct/indirect conflict with present or potential business/ operations of the

Company

V Have expertise and relevant experience (In exceptional circumstances, specialization /

expertise in unrelated areas may also be considered) Have the balance and maturity of
judgment

VI. The Committee shall have discretion to consider and fix any other criteria or norms for

selection of the most suitable candidate/s for appointing him/her as Directors of the

Company.

VII. A potential candidate being considered for appointment to a position should possess

adequate qualification, expertise and experience for the position. The Committee shall
review qualifications, expertise and experience commensurate to the requirement for the
positions. The Committee will insist on the highest standards of ethical and moral qualities
to be possessed by such persons as are considered eligible for the positions.

VIII. The Committee shall determine the suitability of appointment of a person to the Board of
Directors of the Company by ascertaining whether the fit and proper criteria are met by the
candidate in the opinion of the Committee.

IX. The Committee may recommend appropriate induction & training programme for any or all
of the appointees.

X. The Company shall normally not appoint or continue the employment of any person as Whole
Time Director, KMP or Senior Management Personnel who has attained the superannuation
age as per the policy of the Company.

XI. The Committee shall make recommendations to the Board concerning any matters relating

to the continuation in office of any director at any time including the suspension or

termination of service of a director subject to the provisions of law and the respective service
contract.

XII. The Committee may recommend any necessary changes in the Policy to the Board, from
time to time.\

XIII. The Company should ensure that the person so appointed as Director/Independent Director,
KMP, Senior Management Personnel shall not be disqualified under the Companies Act, 2013,
rules made there under or any other enactment for the time being in force.

XIV. The Director/Independent Director/Senior Management Personne/KMP shall be appointed
as per the procedure laid down under the provisions of the Companies Act, 2013, rules made
there under or any other enactment for the time being in force.

XV. The company shall familiarize the independent directors with the company, including their
roles, rights, responsibilities in the company, nature of the industry in which the company
operates, business model of the company, etc, through various programs/deiiberation.

XVI. Process for Identification / Appointment of Directors:

i. Board members may (formally or informally) suggest any potential person to the

Chairman of the Company meeting the above criteria. If the Chairman deems fit,

necessary recommendation shall be made by him to the NRC.

ii. Chairman of the Company can himself also refer any potential person meeting the above
criteria to the NRC.

in. NRC will process the matter and recommend such proposal to the Board,

iv. Board will consider such proposal on merit and decide suitably.

Remuneration:

The level and composition of remuneration to be paid to the CMD/ Managing Director, Whole¬
Time Director(s), KMPs, Senior Management Personnel and other employees shall be reasonable
and sufficient to attract, retain and motivate directors, KMPs, Senior Management and other
employees of the company. The relationship of remuneration to performance should be clear and
meets appropriate performance benchmarks which are unambiguously laid down and

communicated and should encourage meeting of appropriate performance benchmarks. The
remuneration should also involve a balance between fixed and incentive /performance related
pay reflecting achievement of short and long-term performance objectives appropriate to the
working of the company and meeting its goals.

The Committee considers, inter alia, the following criteria while deciding the remuneration;

I. The trend prevalent in the similar industry, nature and size of business is kept in view
and given due weightage to arrive at a competitive quantum of remuneration.

II. II. Following criteria are also to be considered:-

i. Critical responsibilities and duties handled;

ii. Time & efforts devoted;

iii. Value addition;

iv. Profitability of the Company & growth of its business;

v. Qualification, experience, skills, and tenure of services in the Company Analysing
each and every position and skills for fixing the remuneration yardstick;

CMD/ MD/ WTD: Besides the above Criteria, the Remuneration/ Compensation/ Commission /
PRP / Bonus etc. to be paid to CMD/ MD/ WTD shall be governed as per provisions of the
Companies Act, 2013 and rules made thereunder or any other enactment for the time being in
force as also by Company policy.

Non-Executive Directors/ Independent Directors: The Non-Executive / Independent Directors
may receive sitting fees for attending meetings of Board or Committee thereof. Provided that the
amount of fees shall be such as determined by the Board of Directors from time to time.

Shareholders' approval by way of special resolution is necessary on annual basis, where the
annual remuneration payable to a single Non-executive Director exceeds 50% of total
remuneration payable to all Non-Executive Directors put together. Further, sitting fees payable
for attending meeting as per Board approval will not be considered as remuneration here.

Senior Management Personnel / KMPs: The Remuneration to be paid to Senior Management
Personnel/ KMPs shall be based on the remuneration policy of the Company and the experience,
qualification and expertise of the related personnel and shall be decided by the CMD/ Managing
Director (for KMPs other than those who are at the WTD / Board level) of the Company as per
the internal process in consonance with the limits, if any, prescribed under the Companies Act,
2013 and rules made thereunder or any other enactment for the time being in force.

Other Employees: The power to decide structure of remuneration for other employees has been designed
in the Remuneration policy and implementation of the same is to be ensured by CMD/ MD of the Company
or any other personnel that the CMD / Managing Director may deem fit to delegate.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate
Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015 vide
board resolution dated December 12, 2022.

The constituted Stakeholders Relationship Committee comprises the following members:

Sr. No.	Name of Members	Category	Designation
1.	Bhumishth Narendrabhai Patel	Non-Executive Director	Chairman
2.	Sumitkumar Jayantibhai Patel	Independent Director	Member
3.	Om Prakash Agrawal	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include
the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company.

(i) Meetings and Attendance:

During the year 2023-24, one meeting of the Committee was held all of which were attended by
all members.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and
therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD
AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual
evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual
evaluation of the performance of performance of the Board and its Committees and Independent Directors.
Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board
as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and
Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration
Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors
was held on March 30, 2024 to consider the performance evaluation in accordance with Schedule IV of the
Companies Act, 2013

The performance of the Board is evaluated based on composition of the Board, its committees, performance
of duties and obligations, governance issues etc. The performance of the committees is evaluated based on
adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and
effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in
terms of adherence to code of conduct, participation in board meetings, implementing corporate governance
practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment,
effective deployment of knowledge and expertise, effective management of relationship with stakeholders,
integrity and maintenance of confidentiality and independence of behaviour and judgement.

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014, is attached to this Report as "Annexure A".

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is attached as "Annexure B" to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any subsidiary, joint venture or associate companies.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

AUDITORS:

Statutory Auditors:

The shareholders, at their first AGM held on September 30, 2023, approved the appointment of M/s. JM
Patel & Bros, Chartered Accountants for a term of five consecutive years period of 5 (five) years in relation
to FY 2023-24, till FY 2027-28.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the
Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were
no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12)
of the Act, committed against the Company by its officers or employees, to the Audit Committee or the
Board, the details of which would be required to be mentioned in the Directors' Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has
appointed M/s B.S. Vyas & Associates Practising Company Secretary, Ahmedabad to conduct a Secretarial
Audit for the year 2023 - 2024. The Secretarial Audit Report for the year ended March 31, 2024 is annexed
herewith as "Annexure C" to this Board's Report. The secretarial audit report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.

COST AUDITOR:

Since the Company is in trading business, the provisions of Section 148 of the Companies Act, 2013 and
rules thereof are not applicable.

INTERNAL AUDITOR:

The Board had appointed M/s. Babubhai Patel & Associates, Chartered Accountants as Internal Auditors of
the Company for the FY 2023-24 pursuant to the provisions of Section 138 of the Companies Act, 2013.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting
the going concern status and company's operations in future.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the

Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest
of its stakeholders. The Company has incorporated the appropriate standards for corporate governance.
Further, the Company is listed on BSE SME Platform and as such pursuant to Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, are
disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared
for the financial year ended March 31, 2024.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred
between the end of the financial year of the Company to which the Financial Statements relate and the
date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section
134 of the Companies Act, 2013, which states:

a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures;

b) 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 as 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 Companies Act, 2013 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 have 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and
nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia,
to oversee company's financial reporting process, disclosure of financial information, and reviewing the
performance of statutory and internal auditors with management.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, New Delhi.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2023-24 were at arm's
length basis and in the ordinary course of business. Further, details of material related party transactions
as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of
this report as "Annexure D".

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with
rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on
the website of the Company in the Annual Return section at https:// https://patronexim.com/investors/.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as
"Annexure E".

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company
addresses complaints of sexual harassment at the all workplaces. The Company has complied with the
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there
were no incidences/complaint reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors
of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of
Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and
Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct. The Company provides adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of employees and the Company. The Board has
approved the policy for vigil mechanism which is available on the website of the Company at
https://patronexim.com/wp-content/uploads/2022/10/vigil-mechanism-and-whistle-blower-policv-1.pdf.

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive
Staff and Team Members at all levels.

Date: September 07, 2024 For and on behalf of Board of Directors

PATRON EXIM LIMITED

Place: Ahmedabad

Sd/- Sd/-

Registered office: ------------------------------------------------------------------------

A-1106, Empire Business Hub, Payal Patel Bhumishth Patel

Science City Road, Sola, Managing Director Non-Executive Director

Ahmedabad - 380060, Gujarat (DIN: 05300011) (DIN: 02516641)