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  • Company Info.

    Trustedge Capital Ltd.

    Management Team



    Market Cap.(`) 42.69 Cr. P/BV 2.06 Book Value (`) 35.41
    52 Week High/Low ( ` ) 73/22 FV/ML 10/1 P/E(X) 259.54
    Book Closure 30/09/2024 EPS (`) 0.28 Div Yield (%) 0.00
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Manoj Shantilal SavlaManaging Director
    2 Mr. Ketan Harsukhlal SanghviIndependent Director
    3 Ms. Shivangiben Irfanali VakilIndependent Woman Director
    4 Ms. Vidhi Shail SavlaDirector

    Key Executives
    Sr.No.NameDesignation
    1 Ms. Foram Sagar BhuvaCo. Secretary & Compl. Officer
    2 Mr. Bharat Jethalal SutharChief Financial Officer
  • Trustedge Capital Ltd.

    Directors Report



    Market Cap.(`) 42.69 Cr. P/BV 2.06 Book Value (`) 35.41
    52 Week High/Low ( ` ) 73/22 FV/ML 10/1 P/E(X) 259.54
    Book Closure 30/09/2024 EPS (`) 0.28 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    Your directors have the privilege of presenting their 30th (Thirtieth) Annual Report and the Audited
    Statements of Accounts for the Financial Year ended March 31, 2024, of your Company.

    1. FINANCIAL HIGHLIGHTS:

    (Rs. In Lakhs.

    Particulars

    For the year ended
    on March 31, 2024

    For the year ended
    on March 31, 2023

    Revenue from Operations (Net)

    103.46

    99.73

    Other Income

    --

    --

    Total Income

    103.46

    99.73

    Total Expenditure

    29.37

    31.81

    Profit / (Loss) before Tax

    74.09

    67.92

    (Less) : Tax expense

    18.52

    (0.19)

    Profit/Loss for the year

    55.57

    68.11

    Total Comprehensive Income

    228.74

    92.56

    Earnings Per Share

    1.29

    1.58

    *The financial statements comply in all the material aspects with the Indian Accounting Standards (IND AS)
    notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
    Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

    2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

    The Company’s revenues from operations increased to Rs. 103.46 Lakh in the year 2023-24 from
    Rs. 99.73 Lakh in the year 2022-23 showing growth of 04.00 % compared to the previous year,
    impacting to the profit of Rs. 55.57 Lakh in the present fiscal year in comparison to profit of Rs.
    68.11 Lakh in the financial year 2022-23.

    However, your directors are expecting to achieve better results in the coming years.

    3. RECOMMENDATION OF DIVIDEND:

    In order to conserve and plough back the resources, your directors have not recommended any
    dividend for the year on equity shares of the company.

    4. CHANGE IN NATURE OF BUSINESS, IF ANY:

    During the Year under review, your Company has not changed its nature of business.

    5. TRANSFER TO RESERVES:

    The Board has recommended transferring Rs. 11.11 Lakh to Special General Reserves and an
    amount of Rs. 1053.50 Lakh is retained as surplus in the Statement of Profit and Loss of
    Standalone financials.

    6. SHARE CAPITAL:

    As on March 31, 2024, the Share Capital structure of the Company stands as under:

    Particulars

    No of Shares

    Amount

    Authorized Share Capital

    Equity Shares of Rs. 10/- each

    5,500,000

    55,000,000

    Total

    5,500,000

    55,000,000

    Issued and Subscribed Capital

    Equity Shares of Rs. 10/- each

    5,215,400

    52,154,000

    Total

    5,215,400

    52,154,000

    Paid up Share Capital

    Equity Shares of Rs. 10/- each

    4,319,100

    43,191,000

    Add: Forfeited Shares (Originally Paid Up)

    4,481,500

    Total

    4,319,100

    47,672,500

    Depository System:

    As the members are aware, the Company's Equity shares are compulsorily tradable in electronic
    form. As on March 31, 2024, 73.20% of the Company's total paid-up equity capital representing
    31,61,600 Equity shares is in dematerialized form.

    The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
    transfer, except transmission and transposition, of securities shall be carried out in dematerialized
    form only with effect from April 01, 2019. In view of the numerous advantages offered by the
    Depository system as well as to avoid frauds, members holding shares in physical mode are
    advised to avail of the facility of dematerialization from either of the depositories. The Company
    has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in
    physical form, advising them to get the shares dematerialized.

    During the year, Company has not issued any equity shares with differential rights or any sweat
    equity shares.

    7. DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

    Board Meetings:

    The Board of Directors met Five (5) times during the financial year, and the details of the meeting
    are as follows:

    Sr. No.

    Date of Meeting

    Attendance of Directors

    Venue

    1.

    08 May 2023

    03 (Three) directors were present
    except Mrs. Vidhi S. Savla

    Physical meetings at the
    Company's Registered
    Office situated at
    Ahmedabad.

    2.

    14 Aug 2023

    All directors were present

    3.

    28 Oct 2023

    All directors were present

    4.

    04 Dec 2023

    All directors were present

    5.

    06 Feb 2024

    All directors were present

    The intervening gap between the meetings was within the period prescribed under the Companies
    Act, 2013.

    As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors
    without the attendance of Non- Independent Directors was held on February 06, 2024 to discuss
    the agenda items as required under the Companies Act, 2013 and SEBI (Listing Obligations and
    Disclosure Requirements) Regulations, 2015 The Independent Directors reviewed the performance
    of non-independent directors and the Board as whole, reviewed the performance of the
    Chairperson of the Company taking into account the views of executive and non-executive directors
    and assessed the quality, quantity and timeliness of flow of information between the Company
    Management and the Board that is necessary for the Board to effectively and reasonably perform
    their duties. The Independent Directors expressed their satisfaction with overall functioning and
    implementations of their suggestions.

    Committees' Meetings:

    The Audit Committee met four (4) times during the financial year, and the details of the meeting
    are as follows:

    Sr. No.

    Date of Committee Meeting

    Attendance of Chairman/Member

    1.

    08 May 2023

    Chairman & all other Members were present except
    Mrs. Vidhi S. Savla.

    2.

    14 Aug 2023

    Chairman & all other Members were present.

    3.

    28 Oct 2023

    Chairman & all other Members were present.

    4.

    06 Feb 2024

    Chairman & all other Members were present.

    The Nomination & Remuneration Committee met Three (3) times during the financial year, and the
    details of the meeting are as follows:

    Sr. No.

    Date of Committee Meeting

    Attendance of Chairman/Member

    1.

    14 Aug 2023

    Chairman & all other Members were present.

    2.

    28 Oct 2023

    Chairman & all other Members were present.

    3.

    04 Dec 2023

    Chairman & all other Members were present.

    The Stakeholder Relationship Committee met Four (4) times during the financial year, and the
    details of the meeting are as follows:

    Sr. No.

    Date of Committee Meeting

    Attendance of Chairman/Member

    1.

    08 May 2023

    Chairman & all other Members were present except

    Mrs. Vidhi S. Savla.

    2.

    14 Aug 2023

    Chairman & all other Members were present.

    3.

    01 Sep 2023

    Chairman & all other Members were present.

    4.

    06 Feb 2024

    Chairman & all other Members were present.

    Committees' Composition:

    The compositions of Audit Committee, Stakeholder Relationship Committee & Nomination &
    Remuneration Committee as on March 31, 2024, are as follows:

    Name

    Chairman/Member

    Smt. Shivangi Irfanali Vakil

    Chairman

    Smt. Vidhi S. Savla

    Member

    Shri Ketanbhai H. Sanghvi

    Member

    The composition of Share Allotment Committee is as follows:

    Name

    Chairman/Member

    Shri Ketanbhai H. Sanghvi

    Chairman

    Shri Bharat Jethalal Suthar

    Member

    Smt. Anjali Barot

    Member

    8. RBI GUIDELINES:

    Your Company has complied with the various requirements prescribed under the Master Direction
    - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,
    2023 for NBFC-UL within the specified timelines including adopting policies for enhanced
    regulatory framework, Internal Capital Adequacy Assessment Process Policy (ICAAP), complying with
    large exposure norms, setting limits for sensitive sector exposure, etc.

    The Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking
    Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws,
    regulations, guidelines, etc. prescribed by RBI from time to time.

    9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

    Corporate Governance:

    Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and
    Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR)'], Corporate Governance provisions as
    specified is not applicable to the Company, since the paid-up share capital of the company and the
    net worth is below the threshold limits prescribed under SEBI (LODR).

    Management Discussion and Analysis Report:

    In terms of Regulation 34(e) of SEBI (Listing Obligations and Disclosure Requirements)
    Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as
    [Annexure- A].

    10. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

    During the year under review, the Company does not have any Subsidiaries, Joint Venture and
    Associates.

    11. DEPOSITS:

    In terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
    (Acceptance of Deposits) Rules, 2014, during the financial year, your Company has not
    accepted any public deposits, or no amount of principal or interest was outstanding as on date
    of the Balance Sheet.

    12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
    THE FINANCIAL YEAR AND DATE OF REPORT:

    There have been no material changes and commitments which is affecting the financial
    position of the Company which have occurred between April 01, 2024 and the date on which
    this Report has been signed.

    13. COMPLIANCE:

    The Compliance function of the Company is responsible for independently ensuring that
    operating and business units comply with the regulatory and internal guidelines. The
    Compliance Department of the Company continues to play a pivotal role in ensuring the
    implementation of compliance functions in accordance with the directives issued by the
    Regulators, the Board of Directors and the Company's Compliance Policy.

    The Audit Committee reviews the performance of the Compliance Department and the status
    of compliance with the regulatory or internal guidelines on a periodic basis. New instructions
    and guidelines issued by the regulatory authorities were disseminated across the Company to
    ensure that the business and functional units functions with the boundaries set up by the
    regulators and that the compliance risks are suitably monitored and mitigated in course of
    their activities and processes.

    14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
    AND SENIOR MANAGEMENT OF THE COMPANY:

    The current policy is to have an appropriate mix of executive and independent directors to
    maintain the independence of the Board and separate its functions of governance and
    management. As on March 31, 2024, the Board consists of Four (4) members, of whom (1)
    one is the Managing Director, (1) one is the Non-executive Director and (2) Two are
    Independent Directors. The Board periodically evaluates the need for a change in its
    composition and size.

    The policy of the Company 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 of the Companies Act, 2013, adopted by the
    Board, is available on our website. We affirm that the remuneration paid to the directors is as
    per the terms laid out in the nomination and remuneration policy of the Company.

    15. PARTICULARS OF EMPLOYEES:

    Disclosures with respect to the remuneration of Directors and employees as required under
    Section 197 (12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and
    Remuneration of Managerial Personnel) Rules, 2014 are given in
    [Annexure- B] that forms
    part of this Board Report.

    There are no employees drawing salary as prescribed under Section 197 of the Companies
    Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of
    Managerial Personnel) Rules, 2014.

    16. HUMAN RESOURCES:

    The well-disciplined workforce which has served the company for more than three decades lies
    at the very foundation of the company's major achievements and shall well continue for the
    years to come. The management has always carried out systematic appraisal of performance
    and imparted training at periodic intervals. The company has always recognized talent and has
    judiciously followed the principle of rewarding performance.

    17. LISTING OF SHARES:

    The Equity Shares of the Company are listed on BSE Limited (formerly the Bombay Stock
    Exchange Limited)
    with scrip code 532056. The Company confirms that the annual listing fees
    to the stock exchanges for the financial year 2023-24 have been paid.

    18. DIRECTORS:

    Appointments:

    During the year under review none of the directors were appointed, re-appointed or ceased to
    be the director of the Company.

    Directors Retire by Rotation:

    Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
    Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
    Association of your Company, Smt. Vidhi Shail Savla (DIN: 09107866), Director of the
    Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for
    reappointment.

    An appropriate resolution for her re-appointment is being placed for your approval at the
    ensuing AGM. The brief resume of Smt. Vidhi Shail Savla (DIN: 09107866) together with other
    related information has been detailed in the Notice of AGM which is forming part of the Annual
    Report.

    Your directors recommend her re-appointment on the board of your Company.
    Re-appointments:

    Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board

    at its meeting held on August 09, 2024 has approved the re-appointment of Shri Manoj
    Shantilal Savla (DIN: 01529306) as a Managing Director of the Company for a further term of
    five years from August 12, 2024 to August 11, 2029, subject to the approval of shareholders
    at the ensuing 30th Annual General Meeting of the Company to be held on Monday, 30th
    September 2024.

    The brief resume of Shri Manoj Shantilal Savla (DIN: 01529306) together with other related
    information has been detailed in the Notice of AGM which is forming part of the Annual Report.

    Resignations/ retirements along with facts of resignation:

    No resignations have been made during the financial year ended March 31, 2024.
    Independent Directors:

    The terms and conditions of appointment of Independent Director are in accordance with the
    applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)
    Regulations, 2015 and also as per the provisions of the Companies Act, 2013 (“Act”) read
    with Schedule IV to the Act.

    Your Company has received annual declarations from all the Independent Director of the
    Company under sub - section (7) of section 149 confirming that they meet with the criteria of
    Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
    16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
    there has been no change in the circumstances which may affect their status as Independent
    Director during the year.

    In the opinion of the Board, all the Independent Directors are persons of integrity and possess
    relevant expertise and experience including proficiency.

    Familiarization Program for Independent Directors:

    At the time of the appointment of an Independent Director, the Company issues a formal letter
    of appointment outlining his/her role, function, duties and responsibilities. Further, the
    Independent Directors are introduced to the corporate affairs, new developments and
    business of the Company from time to time. The Familiarization program is also available on
    the website of the Company
    www.adinatheximresources.com.

    19. KEY MANAGERIAL PERSONNEL:

    In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read
    with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

    Shri Manojbhai Shantilal Savla Managing Director, Shri Bharat Jethalal Suthar, Chief Financial
    Officer and Ms. Anjali Vipulkumar Barot, Company Secretary and Compliance officer are the
    Key Managerial Personnel of your Company as on the financial year ended March 31, 2024.

    During the year under review and the current financial year 2024-25, the changes related to
    Key Managerial Personnel are as below:

    Sr.

    No.

    Name

    Designation

    Date of
    Appointment/
    Resignation

    Status of
    Change

    Remarks, If any

    1

    Arpita Shah

    Company
    Secretary and
    Compliance
    Officer

    September
    07, 2023

    Resignation

    To pursue
    opportunity in
    another
    Company.

    2

    Anjali Vipulkumar
    Barot

    Company
    Secretary and
    Compliance
    Officer

    December 04,
    2023

    Appointment

    --

    3

    April 10, 2024

    Resignation

    On account of
    medical
    reasons.

    4

    Foram Sagar Bhuva

    Company
    Secretary and
    Compliance
    Officer

    July 11, 2024

    Appointment

    --

    20. DIRECTORS' RESPONSIBILITY STATEMENT:

    In terms of section 134[3][c] of the Companies Act, 2013, in relation to the financial
    statements of the Company for the year ended March 31, 2024, the Board of Directors state
    that:

    a) in preparation of the annual financial statements, the applicable accounting standards
    have been followed along with proper explanations relating to material departures, if any,

    b) such accounting policies have been selected and applied consistently and judgments and
    estimates made that are reasonable and prudent so as to give a true and fair view of the
    state of affairs of the Company as on March 31, 2024 and of the profit of the Company
    for the year ended on that date,

    c) proper and sufficient care has been taken for maintenance of adequate accounting
    records in accordance with the provisions of the Act for safeguarding the assets of the
    Company and for prevention and detection of fraud and other irregularities,

    d) the annual financial statements have been prepared on going concern basis,

    e) proper internal financial controls were in place and that the financial controls were
    adequate and were operating effectively, and

    f) the systems to ensure compliance with the provisions of all applicable laws were in place
    and were adequate and operating effectively.

    21. EXTRACT OF ANNUAL RETURN:

    The Annual Return of the Company as on March 31, 2024 is available on the website of the
    Company i.e.
    www.adinatheximresources.com pursuant to the provisions of Section 92 read
    with Section 134 of the Companies Act, 2013 and rules made there under.

    22. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

    The Board of Directors has adopted the Insider Trading Policy in accordance with the
    requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider

    Trading policy of the Company lays down guidelines and procedures to be followed, and
    disclosures to be made while dealing with shares of the Company as well as consequences of
    violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by
    the employees and to maintain the highest ethical standards of dealing in the Company's
    Shares. The code is also available on the website of the Company -
    www.adinatheximresources.com.

    The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure
    of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading)
    Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also
    uploaded on the website of the Company.

    23. RELATED PARTY TRANSACTIONS:

    All contracts/arrangement/transactions entered into by the Company during the Financial Year
    with related parties were on an arm's length basis and were in the ordinary course of business
    and were placed before the audit committee for their approval, wherever applicable.

    Your Company had entered into transactions with related parties which could be considered
    material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of
    related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in
    Form AOC-2 is as attached in
    [Annexure- C].

    24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

    Your Company being a registered NBFC under Section 45IA of the Reserve Bank of India Act,
    1934, the Company has given loan as per RBI norms. The Company has not provided any
    guarantees as laid under Companies Act, 2013. The Company has made investment under the
    provisions of Section 186 of Companies Act, 2013 and RBI Regulations. The said details are
    given in the notes to the Financial Statements.

    25. RISK MANAGEMENT:

    The Company manages and monitors the principal risks and uncertainties that can impact its
    ability to achieve its objectives. Pursuant to section 134 (3) (n) of the Companies Act, 2013
    and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The company
    has framed a Risk Management Policy. At present the company has not identified any element
    of risk which may threaten the existence of the company.

    A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
    exposure, potential impact and risk mitigation process is in place. The objective of the
    mechanism is to minimize the impact of risks identified and taking advance actions to mitigate
    it. The mechanism works on the principles of probability of occurrence and impact, if triggered.
    A detailed exercise is being carried out to identify, evaluate, monitor and manage both
    business and non-business risks. The Company has formally framed a Risk Management
    Policy to identify and assess the key risk areas, monitor and report compliance and
    effectiveness of the policy and procedure.

    Discussion on risks and concerns are covered in the Management Discussion and Analysis
    Report, which forms part of this Annual Report.

    26. BOARD EVALUATION:

    The Company has devised a formal process for annual evaluation of performance of the
    Board, its Committees and Individual Directors (“Performance Evaluation”) which include
    criteria for performance evaluation of non-executive directors and executive directors as laid
    down by the Nomination and Remuneration Committee and the Board of Directors of the
    Company. It covers the areas relevant to the functioning as Independent Directors or other
    directors, member of the Board or Committee of the Board. The Independent Directors carried
    out annual performance evaluation of the Chairman and Executive Directors. The Board
    carried out annual performance evaluation of its own performance. The performance of each
    Committee was evaluated by the Board, based on report on evaluation received from
    respective Committees.

    27. CORPORATE SOCIAL RESPONSIBILITY:

    The Company is not required to give information relating Corporate Social Responsibility as the
    Company does not fall under the applicable threshold limit mentioned under section 135 of
    the Companies Act, 2013.

    The Company is striving to make good profit in the coming years and the Board of Directors of
    the Company assures to contribute funds in future.

    28. AUDITORS AND AUDITORS' REPORT:

    Statutory Auditors and their Report:

    M/s Mahendra N. Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No.
    105775W] were appointed as Statutory Auditors of the Company, for a term of 5 (five)
    consecutive years, at the Annual General Meeting held on September 30, 2022.

    The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, had dispensed with
    the requirement of ratification of appointment of Statutory Auditors by the Shareholders at
    every Annual General Meeting. Hence, the resolution relating to ratification of appointment of
    Statutory Auditors is not included in the Notice of the ensuing 30th Annual General Meeting of
    the Company to be held on Monday, 30th September 2024.

    The Statutory Auditors have confirmed that they are eligible to continue with their appointment
    and have not been disqualified in any manner from continuing as Statutory Auditor. The
    remuneration payable to the Statutory Auditor shall be determined by the Board of Directors
    based on the recommendation of the Audit Committee.

    The Notes on financial statement referred to in the Auditors' Report are self-explanatory and
    do not call for any further comments. The Auditors' Report does not contain any qualification,
    reservation, adverse remark or disclaimer.

    Secretarial Auditors and their Report:

    Pursuant to provisions of section 204 of the Act and the Companies [Appointment and
    Remuneration of Managerial Personnel] Rules, 2014, the Board has appointed Mr. Kinjal
    Shah, Company Secretary in Whole-time Practice to undertake the Secretarial Audit of the
    Company for the financial year 2023-24. The Secretarial Audit Report in the form “MR-3” is

    annexed herewith as [Annexure- D].

    The auditor report does not contain any reservations, adverse remarks or disclaimers.

    Internal Auditors:

    The board has appointed M/s. Milan B Chudasama & Co., Chartered Accountants as Internal
    Auditor (Firm Registration No. 158615W) as Internal Auditors of the Company for F.Y 2023-24.

    Cost Auditors:

    The appointment of Cost Auditor for the Company is not applicable to the Company.

    29. EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE
    REMARKS OR DISCLAIMERS:

    The Notes on financial statements referred to in the Auditors' Report read together with
    relevant notes thereon are self-explanatory and hence, do not call for any further comments
    under Section 134 of the Companies Act, 2013.

    30. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE
    WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

    During the year under review, the Statutory Auditors and the Secretarial Auditor have not
    reported any instances of fraud committed in the Company by its Officers or Employees to the
    Audit Committee under section 143(12) of the Companies Act, 2013.

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

    The information required under Section 134 of the Companies Act, 2013 read with the
    Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy,
    technology absorption and foreign exchange earnings and outgo are set out herewith as
    [Annexure-E] and form an integral part to this Report.

    32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

    The Company promotes ethical behavior in all its business activities and has established a
    vigil mechanism for its Directors, Employees and Stakeholders associated with the Company
    to report their genuine concerns. The Vigil Mechanism as envisaged in Section 177 of the
    Companies Act, 2013 is implemented through the Whistle Blower Policy, to provide for
    adequate safeguards against victimization of persons who use such mechanism and make
    provision for direct access to the Chairperson of the Audit Committee.

    The Whistle Blower Policy has been appropriately communicated within the Company and has
    also been posted on the Website of our Company.

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

    Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
    irrespective of gender, caste, creed or social class of the employees.

    But, though the Company does not have more than 1 number of female employee and
    subjected to the provisions of the Section 2 of The Sexual Harassment of Women at
    Workplace (Prevention, Prohibition & Redressal) Act, 2013 the Internal Complaints
    Committees (ICC) cannot be constituted due to the lack of number of female employees.
    Therefore the Company has organized an awareness programme for the female employees in
    respect to spread the awareness of this Act and has informed them to file any complaint of
    Sexual harassment caused at workplace to the Local Complaints Committee (LCC) Constituted
    in every District as per the provision of Section 5 of The Sexual Harassment of Women at
    Workplace (Prevention, Prohibition & Redressal) Act, 2013.

    The following is a summary of sexual harassment complaints received and disposed off during
    the year.

    Ý No. of complaints received - NIL

    Ý No. of complaints disposed off - Not Applicable

    34. INTERNAL FINANCIAL CONTROLS:

    The Company has adequate internal controls and checks commensurate with its activities. The
    details in respect of internal control and their adequacy are included in the Management and
    Discussion and Analysis, which forms integral part of this report.

    The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of
    the Companies Act, 2013 is forming part of the financial statement for the year under review.

    35. CREDIT RATING:

    The Company has not issued any debt instruments and does not have any Fixed Deposit
    Programme or any scheme or proposal involving mobilization of funds in India or abroad
    during the financial year ended March 31, 2024. Hence during the financial year, there was no
    requirement to obtain such Credit Ratings.

    36. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE
    ACCOUNT:

    During the year under review, no shares were held in the demat suspense account or
    unclaimed suspense account of the Company.

    37. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
    INPACTING THE GOING CONCERN STATUTS OF THE COMPANY:

    There are no significant/material orders passed by the Regulators or Courts or Tribunals
    impacting the going concern status of your Company and its operations in future.

    38. SECRETARIAL STANDARDS:

    The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

    'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly

    followed by the Company.

    39. OTHER DISCLOSURES:

    • Maintenance of cost records and requirement of cost Audit as prescribed under the
    provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the
    business activities carried out by the Company.

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

    • There are no significant and material orders passed by the regulators or courts or
    tribunals impacting the going concern status and the Company's operations in future.

    • During the Year under the review, Company has not taken loan from the Banks or
    Financial Institutions. Hence, the details of difference between amount of the valuation
    done at the time of one-time settlement and the valuation done while taking loan from
    the Banks or Financial Institutions is not applicable.

    • The equity shares of the Company were not suspended from trading during the year on
    account of corporate actions or otherwise.

    • Disclosures pursuant to RBI Master Directions, unless provided in the Directors' Report
    form part of the notes to the standalone financial statements.

    40. ANNEXURES:

    The lists of annexures forming part of the Board Report are as follows:

    Name of the Annexure

    Annexure No.

    Management Discussion and Analysis Report

    A

    Ratio of the remuneration of each director to the median employee’s
    rem uneration

    B

    Related Party Transactions (AOC-2)

    C

    Secretarial Audit Report

    D

    Conservation of Energy, Technology Absorption And Foreign Exchange
    Earnings And Outgo

    E

    41. APPRECIATION:

    The Board of Directors would like to place on record their gratitude for the guidance and
    cooperation extended by Reserve Bank of India and the other regulatory authorities. The Board
    takes this opportunity to express its sincere appreciation for the excellent patronage received
    from the Banks and Financial Institutions and for the continued enthusiasm, total
    commitment, dedicated efforts of the executives and employees of the Company at all levels.
    We are also deeply grateful for the continued confidence and faith reposed on us by all the

    Stakeholders.

    By order of the Board of Directors
    Adinath Exim Resources Limited
    SD/- SD/-

    (Manoj S. Savla) (Vidhi S. Savla)

    Managing Director Director

    DIN - 01529306 DIN - 09107866

    Date : August 09, 2024
    Place : Ahmedabad

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