Directors Report of Ardi Investment & Trading Company Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 43^rd Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31^st March, 2023 is summarized
as follows:

(Amount in Rs.)

PARTICULAR	2023-24	2022-23
Income	57,74,240	19,37,943
Less: Expenditure	33,26,258	11,63,963
Profit/(Loss) Before Depreciation And Taxes	24,47,982	7,73,979
Less: Depreciation	-	-
Net Profit/(Loss) Before Tax	24,47,982	7,73,979
Less: Provision For Tax	(6,16,108)	(1,00,000)
Deferred Tax	-	-
Profit/(Loss) After Deferred Tax	18,31,874	6,73,979

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2023-24, the Net Profit after the Tax is Rs. 18,31,874.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

No change of business occurs during the year under review.

4. DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

5. RESERVES

The amounts as on ended of financial year 2022-23, Reserves are Rs. (25,83,778)/-

6. SHARE CAPITAL

• AUTHORISED SHARE CAPITAL: The Authorised Share Capital is Rs. 3,00,00,000/- (Rupees
Three Crore Only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- each.

• PAID UP SHARE CAPITAL: The Paid-Up Share Capital is Rs. 40,00,000/- (Rupees Forty Lakhs
Only) divided in to 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- each.

• ISSUE OF SWEAT EQUITY SHARE: The Company under the provision Section 54 read with Rule
8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat
equity share during the year under review.

• BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the
year under review.

• BONUS SHARES:

• No Bonus Shares were issued during the year under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows:

Sr. No.	Name of Directors/KMPs	Designation
1	Gautam Pravinchandra Sheth	Managing Director
2	Rahul Shankarlal Nim	Non-Executive Director
3	Shvetalben Sagarbhai Dataniya	Non-Executive Director
4	Nilam Viren Makwana	Non-Executive Independent Director
5	Vishakha Shah	Non-Executive Independent Director
6	Atulkumar Balchandbhai Shah	CFO(KMP)

• RETIREMENT BY ROTATION

a. In accordance with the provisions of the Companies Act, 2013 Ms. Shvetalben Sagarbhai
Dataniya, Director of the company who is liable to retire by rotation, being eligible for
reappointment, offers himself for reappointment. Appropriate resolutions for the re¬
appointment are being placed for your approval at the ensuing AGM.

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary
declaration from each Independent Director confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

APPOINTMENT AND RESIGNATION

During the under review, company has appointed Mr. Rahul Shankarlal Nim as Non-Executive
Non-Independent director and Ms. Shvetalben Sagrbhai Dataniya as Non-executive Non¬
Independent director w.e.f. April 22, 2024 of the Company.

Mr. Chiragkumar Rameshbhai Parmar (DIN: 09432185) was resigned from the Post of
Independent Director of the Company w.e.f. September 15, 2023.

Mr. Parth Ashvinkumar Patel was resigned from the Post of Company Secretary cum Compliance
Officer as on 12^th August, 2024.

Further there was no change in the Board of Director of the Company except above changes.

8. NUMBER OF THE MEETINGS OF THE BOARD

During the Year under the review the Board of Directors met 7 (Seven) times, Details of the
Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held	Total Strength of the Board	No of directors present
29-05-2023	5	5
14-08-2023	5	5
06-09-2023	5	5
15-09-2023	4	4
02-11-2023	4	4
12-02-2024	4	4
27-03-2024	4	4

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the

Board has carried out an annual performance evaluation of its own performance, the directors

individually as well as the evaluation of the working of its Various Committees.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to

Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with 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 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 this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

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

(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.

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

11. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors, Senior Management and their remuneration.

12. MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee''s remuneration
and other details as required pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in this report.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature
of the financial statement of a company''s subsidiary or subsidiaries, associate company or
companies and joint venture or ventures is not applicable to the company. And Company does
not have any subsidiary.

14. AUDITORS

The Audit Committee and the Board of Directors of the Company and recommended the
shareholders to approve the appointment of M/s. S K Bhavsar & Co., Chartered Accountants
(Firm Registration No. 145880W) as the Statutory Auditors of the Company to hold office for
second of 5 (five) years starting from 1st April 2024 till the conclusion of Annual General
Meeting to be held for the FY 2028-29.

The Auditor''s Report does not contain any qualification, reservation or adverse remark. The
Auditor''s Report is enclosed with the financial statements.

M/s S K Bhavsar & Co. appointed as a Statutory Auditor of the Company as on 27^th March, 2024
due to casual vacancy accured due to resignation of M/s Bhagat & Co. from the post of Statutory
Auditor of the Company because of the expire their Peer Review Certificate.

There are no prevalence of fraud reported by the auditors as required under Section 143(12) of
the Companies Act, 2013.

Secretarial Auditors:

In terms of Section 204 of the Act, the Company has appointed M/s Shah & Santoki Associates,
Practicing Company Secretary as Secretarial Auditors of the Company. The report of the
Secretarial Auditor is enclosed to this report as “Annexure A”.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

15. AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks
in their report are self-explanatory and do not call for any further comments.

16. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

17. INTERNAL AUDIT & CONTROLS

The Company has appointed, external firm as its Internal Auditor. During the year, the Company
continued to implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets of the

Company, review of operational efficiency, effectiveness of systems and processes, and assessing
the internal control strengths in all areas. Internal Auditors findings are discussed with the
process owners and suitable corrective actions taken as per the directions of Audit Committee
on an ongoing basis to improve efficiency in operations.

18. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for directors and employees to report genuine concerns has been established.

19. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the
Company has constituted a Business Risk Management Committee. At present the Company has
not identified any element of risk which may threaten the existence of the Company.

20. ATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

During the Year under review, it has found that there is no any changes and commitment which
is affecting the Financial Position of the Company.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

No significant and material order has been passed by any regulators or courts or tribunals
impacting the going concern status and company''s operations in future. The company is doing
reasonable growth and development.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.

The company has adequate internal control systems in place. With a view to monitor the
Company''s performance as well as to make sure that internal checks and controls are operating
properly, the Company has appointed external firms of Chartered Accountant as Internal auditor.
The audit committee ensures that the internal control systems are adequate and working
effectively.

23. DEPOSITS

The details relating to deposits, covered under Chapter V of the Act:

24. PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER
SECTION 186

The Company has not granted any loans, Investment made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the financial statement.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Listing
Obligation Disclosure Regulation (LODR), 2015 during the financial year ended March 31, 2024
are given below. Suitable disclosures as required under AS 18 have been made in the Financial
Statement. It means there is no related party transaction.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request .However as per the provisions of
Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent
to all the members of the Company and others entitled thereto. Any, member interested in
obtaining the information on employee''s particulars, which is available for inspection by the
members at the registered office of the Company during Business hours on working days of the
Company up to the date of ensuing Annual General Meeting, may write to the Company at the
registered office of the Company in advance.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014
shall not be applicable to the Company.

28. DETAILS OF COMMITTEES OF THE BOARD
Audit Committee:

The Company has constituted the Audit Committee with the primary objective to monitor and
provide effective supervision of the Managements'' Financial Reporting Process with the view to
ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial
reporting.

All the recommendations / submissions made by the Committee during the year were accepted by
the Board.

During the Year under review the Meeting of Audit Committees was held for 5 (Five) times as on
29/05/2023, 14/08/2023, 02/11/2024 and 27/03/2024.

The composition of the Committee and details of meetings attended by the members are given
below:

Name	Designation	Category	No. of	No. of
			Meetings	Meetings
			Eligible to	Presented
			Attend
Ms. Vishakha Shah	Chairman	Non-Executive Independent Director	5	5

Mr. Gautam Pravinchandra Sheth	Member	Executive Director	5	5
Mrs. Nilam Viren Makwana	Member	Non-Executive Independent Director	5	5

Nomination and Remuneration Committee:

In compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing
Regulations, the Board has constituted Nomination and Remuneration Committee (NRC).

NRC of the Board has been constituted mainly to determine and recommend to the Board, the
Company''s policies on remuneration packages for Executive and Non-Executive Directors and
policies on Nomination for Appointment of Directors, Key Managerial Personnel and Senior
Management Personnel.

All the recommendations / submissions made by the Committee during the year were accepted by
the Board.

During the year under review the meeting of the Nomination and Remuneration committee for 4
(four) times as on 08/07/2023, 15/09/2023, 30/12/2023 and 27/03/2024

The composition of the Committee and details of meetings attended by the members are given
below:

Name	Designation	Category	No. of Meetings Eligible to Attend	No. of Meetings Presented
Ms. Nilam Makwana	Chairman	Non-Executive Independent Director	4	4
Ms. Vishakha Shah	Member	Non-Executive Independent Director	4	4
Ms. Shvetalben Dataniya	Member	Non-Executive Non¬ Independent Director	4	4

29. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people attention are currently underway. Your
Company thrust is on the promotion of talent internally through job rotation and job
enlargement.

30. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,
2015, Report on Corporate Governance is not applicable on the Company as the Company is not
having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores.
Further, Company has obtained a Certificate from a Practicing Company Secretaries certifying

the same.

31. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the code of conduct for prohibition of insider trading, as approved
and adopted by the Directors and designated Employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and designated employees while in possession of unpublished price
sensitive information during the period of Trading Window Closure. The Board is responsible for
implementation of the Code. All Board of Directors and designated employees have confirmed
compliance with the Code.

32. COMPLIANCE WITH SECRETARIAL STANDARD

Company has complied with all the secretarial standards applicable to it.

33. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received
from Members, customers, suppliers, bankers, various statutory bodies of the Government of
India and the Company''s employees at all levels.

Place: Ahmedabad By Order Of the Board Of Directors Of

Date: 04-09-2024 Ardi Investment and Trading Co Ltd

Registered Office:

203, Abhishek Complex, Sd/- Sd/-

B/h Navgujarat College, Ashram Road, Gautam P. Sheth Shvetalben S. Dataniya

Ahmedabad, GJ 380013 Managing Director Director

DIN: 06748854 DIN:09629900

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Mar 31, 2011

The Directors are pleased to present the Annual Report Report together with Audited Financial Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

CURRENT PREVIOUS PARTICULARS YEAR YEAR AMOUNT AMOUNT (Rs.) (Rs.)

Profit After Tax [2,20,120) 79,179

Balance Brought Forward (6,809,751) (6,877,153)

Surplus Available For Appropriation (7,029,871) (6,809,751)

Appropriations 0 9

Surplus Carried Forward (7,029,871) (6,809,751)

DIVIDEND:

No dividend is declared or recommended by the board of directors of the company during the year.

DIRECTORS:

During the year Mr. Hemanshu Ramniklal Mehta, Ms. Bina Hemanshu Mehta & Mr. Pradeep Dhirajlal Goradia has been appointed as Additional Director of the Company w.e.f April 29th, 2011 & Mr. Udaykumar Prabhudas Shah & Mr. Ashish Prabhudas shah has been appointed as Additional Director of the Company w.e.f August 29th, 2011 pursuant to section 260 of the Companies Act 1956, they hold office upto the date of forthcoming Annual General Meeting. The Director of the Company recommends their appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

i, That in the preparation of the annual accounts, for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the company for the year ended on 31st March, / 2011.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts for the financial year ended 31st March 2011 on a going concern basis.

CORPORATE GOVERNCES:

Corporate Governance as per Clause 49 of listing Agreement is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provision of Section 217(2A)of the Companies Act,1956 read with the Companies (Particular of Employees) Rules, 1975.

ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:

Since Your Company is not engaged in any such activity which requires disclosure under provisions of Section 217(l)(e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 so no information under this head is provided.

DEPOSITS:

Your Company has not accepted any deposit from the public during the period under review.

AUDITORS:

M/S. Ramanand & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuring Annual General Meeting and being eligible offer themselves for re- appointment.

AUDITOR''S REPORT:

The notes to accounts referred to the Auditor''s Report are Self-explanatory and therefore do not calls for any further comment.

KNOWLEDGEMENT:

ours Directors Wish to place on record their deep appreciation for the services rendered by the officers, staff and workers at all level, and their dedication and loyalty.

For & On Behalf of the Board Ardi Investment and Trading Company Limited

Place: Mumbai Chairman

Date: 01st September,2011