Directors Report of Ind-Agiv Commerce Ltd.

Mar 31, 2025

Your directors are pleased to present the 39^th (Thirty Nineth) Directors'' Report on the business and
operations of the Company together with the Audited Statement of Accounts for the financial year
ended as on 31^st March, 2025.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended	Previous Year	Current Year	Previous Year
	31.03.2025	ended	ended	ended
		31.03.2024	31.03.2025	31.03.2024
	(Rs. in Lakhs)		(Rs. in Lakhs)
Revenue from Operations & other Income	353	838	390	911
Profit Before Tax from continuing Operations Before exceptional items	(160)	(312)	(166)	(316)
Exceptional Items	24	0.00	24	0.00
Profit before Taxation	(184)	(312)	(190)	(316)
Less: Prov. for Taxation
- Current	-	-	-	-
- Deferred	0.00	0.00	0.00	0.00
- Short (Excess) Provision of earlier years	0.00	0.00	0.00	0.00
Profit /Loss after Taxation	(184)	(312)	(190)	(316)
Earning per equity shares (face value INR 10/- per share)
(1) Basic	(18.4)	(31.2)	(19)	(31.60)
(2) Diluted	(18.4)	(31.2)	(19)	(31.60)

2. PERFORMANCE REVIEW:

a. Standalone

The Company has achieved Turnover of Rs. 353.00 Lakhs during the year under consideration as
compared to previous year Turnover of Rs. 838 Lakhs which represents decreased in revenue as
compared to last year. Also Company has incurred loss of Rs. 184 Lakhs as compared to last year''s profit
of Rs. 312 Lakhs.

b. Consolidated

The Company has achieved Turnover of Rs. 390 Lakhs during the year under consideration as compared
to previous year Turnover of Rs. 911 Lakhs, which represents increase in revenue as compared to last
year. Also, Company has incurred loss of Rs. 190 Lakhs as compared to last year''s loss of Rs. 316 Lakhs

3. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between
and at the end of the financial year to which this financial statement relates and the date of this report.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial
year 2024-25 due to losses incurred by the Company during current Financial Year.

6. Public Deposit

During the year under review, the Company has not accepted any deposits from the public falling within
the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.

7. Share Capital:

Authorized Share Capital: The Authorized Share Capital of the Company is Rs. 6,50,00,000/- divided into

25.00. 000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs. 100 each. During the year
under review, the Authorized Equity Share Capital of the Company has been increased from Rs.

2.50.00. 000/- divided into 25,00,000 Equity Shares of Rs. 10/- each to Rs. 4,00,00,000 divided into

40.00. 000 Equity Shares of Rs. 10/- each. Hence, the revised Authorised Share Capital of Company is Rs.

8.00. 00.000 divided into 40,00,000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs.
100 each.

Paid up Share Capital: The Paid up Share Capital of the Company is Rs. 1,00,00,000/- consisting of

10.00. 000 Equity Shares of Rs. 10/- each. During the year under review, there has been no change in the
Paid up Share Capital of the Company.

8. Corporate Governance:

The Compliance of Corporate Governance is not applicable to the Company

9. DIRECTORS:

a) Composition of Board of Director

Sr. No	Name of the Directors	Date of Appointment	Date of Resignation
1	Shri Vashdev Bhagwandas Rupani (DIN:01402074)	30/05/2001	-
2.	Shri Lalit Lajpat Chouhan (DIN:00081816)	01/10/2015	-

3	Shri. Ranjan Chona (DIN:02652208)	01/10/2015	-
4	Smt. Sushila Bhagwandas Rupani (DIN:02662096)	30/05/2001	-
5	Shri Champak Shantilal Shah (DIN:07368244)	27/01/2016	-
6	Shri. Yogesh Vithaldas Thakkar (DIN:08593581)	22/08/2022	-
7	Shri. Kishin Devidas Mulchandani (DIN 02582500)	30/09/2015	-
8	Shri. Nandkishore Sharma (DIN:00143986)	17/07/2018	-

During the year under review there were no change in the Directors of the Company.

b) Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial
Personnel of the Company.

Sr. No.	Name	Designation
1	Mr. Lalit Lajpat Chouhan	Managing Director
2.	Mr. Santosh Gabaji Doke	Chief Financial Officer
3.	Ms. Puja Pratik Mehta	Company Secretary

During the year under review Mr. Santosh Gabaji Doke was appointed as Chief Financial Officer on 12^th
February, 2025.

During the year under review, Ms. Dimple Jain was appointed as Company Secretary & Compliance
Officer of the Company. However, she resigned from the post of Company Secretary & Compliance Officer
on 16^th May, 2025. Further, on 30^th May, 2025 Ms. Puja Pratik Mehta was appointed as Company
Secretary & Compliance Officer of the Company there were appointment and resignation of the Company
Secretary.

c) Manner of Formal Evaluation of Board of Its Performance and that of Its Committees & Individual
Director

During the year under review, performance evaluation of the Board as a whole and that of its Committees
and Individual Directors have been carried out as per the provisions of the Act. All Independent Directors
of the Company at their meeting held on 25^th March, 2025 have evaluated the performance of the Board
as a whole, Committees of Board, the Chairman of the Company and the Non- Independent Directors as
per the criteria adopted by the Nomination, Remuneration and Compensation Committee and the Board.
The performance evaluation of the Board was based on various parameters such as qualification of Board
Members, their diversity of experience and background, whether the Members of the Board met all
applicable independence requirements, sufficient number of Board meetings and Committee meetings
etc. The performance of the individual Directors was evaluated on parameters such as qualifications,
experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the
Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the
year ended 31^st March, 2025, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is available as a separate section which
forms part of the Annual Report in "Annexure-A".

11. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
a) Board Meetings

15 Board meetings were held during the year 2024-25. The details of Board meetings are given below;

Sr. No.	Date	Sr. No.	Date
1	9th April, 2024	2	17th July, 2024
3	9th August, 2024	4	13th August, 2024
5	14th August, 2024	6	15th August, 2024
7	16th August, 2024	8	21st August, 2024
9	2nd September, 2024	10	5th September, 2024
11	8th November, 2024	12	30th December, 2024
13	12th February, 2025	14	21st February, 2025
15	25th March, 2025

No of Director presence:

Sr. No.	Date	Mr. Vashdev B. Rupani	Mr. Lalit Lajpat Chouhan	Ms. Sushila B. Rupani	Mr. Ranjan Chona	Mr. Kishin D. Mulchandani	Mr. Champak S.Shah	Mr. Nandkishore Sharma	Mr. Yogesh Thakkar
1.	09/04/2024	V	V	-	V	V	V	-	-
2.	17/07/2024	-	V	V	V	V	V	-	-
3.	09/08/2024	V	V	-	V	V	V	V	-
4.	13/08/2024	-	V	V	V	V	V	V	V
5.	14/08/2024	V	V	-	V	V	-	V	-
6.	15/08/2024	-	V	V	V	V	V	V	-
7.	16/08/2024	V	V	-	V	V	V	V	-
8.	21/08/2024	-	V	V	V	V	V	-	-
9.	02/09/2024	V	V	-	V	V	V	-	-
10	05/09/2024	-	V	V	V	V	V	-	-
11	08/11/2024	V	V	-	V	V	V	-	-

12	30/12/2024	-	V	V	V	V	V	-	-
13	12/02/2025	V	V	-	V	V	V	-	-
14	21/02/2025	-	V	V	V	V	V	-	-
15	25/03/2025	V	V	-	V	V	V	V	V

General Meeting:

The 38^th AGM of the Company was held on Saturday, September 28, 2024, at 11:30 A.M. at 09 to 12 B-
Wing, Kanara Business Centre, Laxmi Nagar Off Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai
— 400075.

During the year under review, Extraordinary General Meeting was held on May 23, 2024 and March 22,
2025. No business was transacted through Postal Ballot during the year.

Meeting of Independent Directors

The Independent Directors of the Company met without the presence of other Directors or the
Management of the Company.

During the financial year under review, the Independent Directors met 1 (One) time - on 25^th March,
2025. All the Meetings was attended by all the Independent Directors of the Company.

Committee Meetings:

(1) Audit Committee:

Sr. No.	Member	Designation
1	Kishin Mulchandani	Chairman (Independent Director)
2	Champak Shah	Independent Director
3	Nandkishore Sharma	Independent Director
4	Ranjan Chona	Executive Director

During the year under review the meeting of Audit committees meeting was held on 9^th April, 2024, 17^th
July, 2024, 9^th August, 2024, 13^th August, 2024, 14^th August, 2024, 15^th August, 2024, 16^th August, 2024,
21^st August, 2024, 8^th November, 2024 and 12^th February, 2025.

(2) Nomination and Remuneration Committee (NRC):

Sr. No.	Member	Designation
1	Champak Shah	Chairman (Independent Director)
2	Kishin Mulchandani	Independent Director
3	Nandkishore Sharma	Independent Director
4	Ranjan Chona	Executive Director

During the year under review the meeting of NRC Committees was held on 30^th December, 2024 and
12^th February, 2025

(3) Stakeholder Relationship Committee (SRC):

Sr. No.	Member	Designation
1	Kishin Mulchandani	Chairman
2	Champak Shah	Independent Director
3	Nandkishore Sharma	Independent Director
4	Ranjan Chona	Executive Director

During the year under review the meeting of Stakeholder Relationship Committees was held on 25 ^th
March, 2025

12. CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and Senior
Management Personnel. This Code of Conduct is available on the Company''s website. I hereby declare
that all the Members of the Board of Directors and Senior Management Personnel have affirmed
compliance with the Code of Conduct as adopted by the Company for the year ended 31^st March 2025.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) That in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

(b) That the Directors have selected such accounting policies and applied them consistently. There is a
change in accounting estimate of useful life of transport vehicles based on technical assessment and the
Directors have 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 loss of the
Company for that period;

(c) 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, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

(f) That 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.

14. Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, M/s. H.G.sarvaiya & Company (Firm
Registration No.: 115705W) Chartered Accountants were appointed as Statutory Auditors of the
Company for a period of five consecutive years, commencing from the conclusion of the 38^th Annual
General Meeting to hold office till the conclusion of the 43^rd Annual General Meeting of the Company, to
be held in the calendar year 2029.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013.
Further, as required under the relevant regulation of SEBI Listing Regulations, the Statutory Auditors had
also confirmed that they had subjected themselves to the peer review process of the Institute of
Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board
of ICAI.

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal
controls with the objective of providing to the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s
processes.

The Board at its meeting held on March 25, 2025 has appointed M/s. Manoj Kumar S. Patel & Associates,
Chartered Accountants (FRN 141442W), as the Internal Auditor of the Company for the Financial Year
2024-25. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit
function develops an audit plan for the Company, which covers, inter-alia, corporate, core business
operations, as well as support functions and is reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance with the operational and system related procedures and
controls. Significant audit observations are presented to the Audit Committee, together with the status
of the management actions and the progress of the implementation of the recommendations on a regular
basis.

Cost Audit

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government
under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company
and hence such accounts and records are not required to be maintained by the Company.

15. Modified Statutory Auditor Reports

The Statutory Auditors'' Reports on the Annual Audited Financial Statements for the financial year 2024¬
25 forms part of the Annual Report and are modified i.e. they contain qualification, reservation, or
adverse remark.

Qualification/Remarks:

During the year, in Consolidated Financial Statement, the Company has not provided interest for delayed

period interest cost of Rs. 24,17,269 for the 4^th quarter ending and Rs. 62,13,517/- for the period
01/04/2024 to 31/03/2025.

Management Comments:

The matter in under arbitration and management is of the opinion that the said liability will be waived
off.

16. SECRETARIAL AUDIT REPORT

In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/ s. Mehta & Mehta,
Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2024-25.

The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain
any qualification, reservation or adverse remark except reservations as follows:

During the period under review, it has been noted that the company was suspended from trading by
Bombay Stock Exchange ("BSE") from 13th December, 2023 to 20th January, 2025 due to multiple non¬
compliance, particularly regarding the submission of financial results and other disclosures. The said
suspension was revoked by BSE vide letter dated LIST/COMP/SK/1534/2024-25 dated 06.01.2025.

Further, to regularize the said non-compliances, the Company paid a Standard Operating Procedure
(SOP) fine of ^23,15,160 on 2nd December, 2024, as imposed by the Exchange. The Company also filed
revised submissions with BSE in respect of the non-compliant filings, which are summarized as under:

a. The outcome of the Board Meeting held on 21st December, 2023, which included the revised unaudited
financial results for the quarter ended 30th June, 2023 along with the Special Independent Audit Report
certified by the Company''s Auditor, was uploaded on 11th August, 2024.

Subsequently, a Board Meeting was held on 13th August, 2024, wherein the revised standalone and
consolidated unaudited financial results for the quarter ended 30th June, 2023 were considered and
approved, along with the Special Independent Audit Report.

b. A Board Meeting was held on 14th August, 2024, to consider and approve the revised standalone and
consolidated unaudited financial results for the quarter ended 30th September, 2023, along with the
Special Independent Audit Report.

c. The revised outcome of the Board Meeting held on 6th February, 2024, which included the standalone
and consolidated unaudited financial results for the quarter ended 31st December, 2023 along with the
Special Independent Audit Report, was uploaded on 11th August, 2024.

Further, a Board Meeting was held on 15th August, 2024 to consider and approve the revised standalone
and consolidated unaudited financial results for the quarter ended 31st December, 2023 along with the
Special Independent Audit Report in lieu of the Limited Review Report.

d. A Board Meeting was held on 16th August, 2024 to consider and approve the standalone and consolidated
audited financial results for the quarter and year ended 31st March, 2024, along with the Independent

Audit Report.

During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc., as mentioned above, to the extent applicable, except for the
following deviations:

Non-intimation of Board Meeting: The Company did not provide prior intimation to BSE regarding the
Board Meetings held for the approval of financial results for the quarters ended March 2024 and June
2024.

Delay in Filing Financial Results: There was a delay of 6 days in filing the financial results for the quarter
ended June 2024, which were approved by the Board on 21st August, 2024.

Non-publication in Newspapers: The Company did not publish the financial results for the quarters and
year ended March 2024, June 2024, and September 2024 in newspapers, as required under Regulation
47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Delayed Filing of Shareholding Pattern:

• The shareholding pattern for the quarter ended June 2024 was filed on 22nd July, 2024, resulting in a
delay of 1 day.

• The shareholding pattern for the quarter ended September 2024 was filed on 26th October, 2024,
resulting in a delay of 5 days.

Delay in submission of Annual Disclosure under SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011:

The annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 is to be filed with 7 (Seven) days from the end of each financial year. The annual
disclosure as stated above was filed by the Company on 10^th May, 2024 resulting in delay of 32 days.

Delay in submission of Annual Report to the Stock Exchange:

The annual report should be submitted by the Company to stock exchange before it is dispatched to the
Shareholders as stated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The Annual General Meeting of the Company was to be held on 28^th September, 2024.
The annual report submitted was submitted on 12^th September, 2024.

Delay in submission of Compliance Certificate as per Regulation 40(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015:

The Compliance Certificate from Practicing Company Secretary under Regulation 40 (9), of SEBI (Listing
Obligation & Disclosure Requirement), Regulations 2015 for the year ended on 31^st March, 2024 was
submitted on 24^th August, 2024. Hence, a delay of 145 days.

Non-maintenance of Website Disclosures: The Company has not maintained its website in accordance
with the disclosure requirements under Regulation 46 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

Non-maintenance of Structured Digital Database (SDD): The Company has not maintained a Structured
Digital Database as required under Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations,
2015. Consequently, the Company is reflected as SDD non-compliant on the BSE portal.

Further, during the audit period, the following e-forms were not filed with the Registrar of Companies,
Maharashtra, Mumbai - Ministry of Corporate Affairs:

Sr. No.	Compliances	Period of Delay in Compliance
1.	Form AOC-XBRL for the financial year 2022-23	Not Filed
2.	Form AOC-XBRL for the financial year 2023-24	Not Filed
3.	Form MGT-7 for the Financial Year 2022-2023	Not Filed
4.	Form MGT-7 for the Financial Year 2023-2024	Not Filed
5.	Form MGT-15 for the Financial Year 2023-2024	Not Filed
6.	Form MGT-15 for the Financial Year 2024-2025	Not Filed
7.	Form DPT 3 for the Financial Year 2023-2024	Not Filed
8.	Form DPT 3 for the Financial Year 2024-2025	Not Filed
9.	Form IEPF - 1 & 2	Not Filed
10.	Form MSME for half year 01/04/2024 to 30/09/2024	Not Filed

17. REPORTING OF FRAUDS

During the year under review, Management has declared to the Statutory Auditors that no fraud has
been occurred and corrective measure has been adopted by the Company to point out the fraud, if any,
occurred.

18. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS)
recommended by the Institute of Chartered Accountants of India and prescribed by the Central
Government.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company include the Financial Statements of RST
Technologies Pvt. Ltd., the wholly owned subsidiary of the Company for the financial year 2024-25. Data
Point Impex Pvt. Ltd. An associate company. The Financial Statements of RST Technologies Pvt. Ltd. is
also placed on the website of the Company. Any Member desirous of obtaining a copy of the said Financial
Statements may send an E-mail to the Company Secretary at [e-mail] for the same.

During the year under review, companies listed below are Company''s subsidiaries, joint venture or
associate companies;

RST TECHNOLOGIES PVT. LTD.	100% SUBSIDARY
DATAPOINT IMPEX PRIVATE LIMITED	DIRECTORS AND INTERESTED (ASSOCIATE)

The performance and financial position of each of the subsidiaries as per Companies Act, 2013 is provided
to the financial statement and hence not repeated here for the sake of brevity.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR
ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements,
commensurate with the size, scale and complexity of its operations, which also ensures that all assets are
safeguarded and transactions are authorized, recorded and reported correctly. During the year, such
controls were tested and no reportable material weaknesses in the design or operation were observed.

21. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. In the Board''s view, there are no material risks which
may threaten the existence of the Company.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON
RELATED PARTY TRANSACTIONS:

During the year under review there were no related parties transaction pursuant to Section 188 of the
Companies Act, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a
policy to regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and also in compliance with Accounting Standards on
"Related Party Disclosure".

This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR) Regulation, 2015:

Sr. No	In the Accounts of	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1	Subsidiary Company	Particulars	Amount (^)
	RST Technologies Pvt. Ltd.	Purchase & Service Charges	NIL
		Sales & AMC Services	NIL
		Loans & Advances or Outstanding (Debit):
		Balance as on 31-03-2025	NIL
		Maximum Outstanding	NIL
		Loans & Advances or Outstanding (Credit):
		Balance as on 31-03-2025	NIL

Maximum Outstanding

NIL

Sr. No	In the Accounts of	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1	Associate Company	Particulars	Amount (^)
	Datapoint Impex Pvt. Ltd.	Purchase & Service Charges	NIL
		Sales & AMC Services	NIL
		Loans & Advances or Outstanding (Debit):
		Balance as on 31-03-2025	NIL
		Maximum Outstanding	NIL
		Loans & Advances or Outstanding (Credit):
		Balance as on 31-03-2025	NIL
		Maximum Outstanding	NIL

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has
established a vigil mechanism and overseas through the committee, the genuine concerns expressed by
the employees and other Directors. The Company has also provided 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 co
employees and the Company.

24. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:

The loans and advances made during the year was in compliance with the provision of section 186 of
Companies Act, 2013. Further the Company has not made any Investment or given guarantee and
securities during the year under review.

25. ANNUAL RETURN

The Annual Return for the financial year 2024-25 is placed on the Company''s website www.agivavit.com
under the "Investors" Tab.

26. COMPLIANCE WITH 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.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGOINGS

The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and
technology absorption are not applicable to the Company. However the Company has been continuously
and extensively using technology in its operations.

There has been no foreign exchange earnings and foreign exchange outgo during the year under review.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of Section 135 of the Companies Act, 2013 as this provision is not applicable to the Company.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is
committed to provide a work environment, which is free from discrimination and unlawful harassment
at workplace. An appropriate complaint mechanism in the form of ''Internal Complaints Committee'' has
been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees
at workplace:

a) To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of sexual
harassment and safety of women employees at work place;

b) To conduct the meeting in case of any complaint received in writing from any women employees, to
settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with
the women employees;

c) Provide a safe working environment at the workplace;

d) Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

30. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Dividend Distribution Policy formulated by the Company is available on the website of the
Company at https://www.agivavit.com.

Risk management policy

The company does not envisage any risk, which may threaten the existence of the company. The company
takes all necessary steps to identify measures & manage risk effectively.

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions/ events during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Change in nature of Company''s business.

iii) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the
going concern status and the Company''s operations in future.

iv) Material changes and commitments, affecting the financial position of the Company which has
occurred between the end of the financial year and the date of Report.

v) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

vi) Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section
148 of the Act is not applicable to the Company.

vii) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.

32. ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government
Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
IND-AGIV COMMERCE LIMITED

Place: Mumbai Mr. Lalit L. Chouhan Mr. Ranjan Chona

Managing Director Director

Date: 12^th July, 2025 DIN: 00081816 02652208

---

Mar 31, 2024

Your directors are pleased to present the 38th (Thirty Eighth) Directors'' Report on the business and operations of the
Company together with the Audited Statement of Accounts for the financial year ended as on 31st March 2024.

1. STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.2024	Previous Year ended 31.03.2023	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	(Rs. in Lakhs)		(Rs. in Lakhs)
Revenue from Operations & other Income	838.00	1266.00	911.00	1355
Profit/Loss before Depreciation, Finance Cost and Taxation	(72.00)	82.00	(76.00)	66
Less : Finance Cost	238.00	223.00	238	227
Less: Depreciation & Amortization	2.00	3.00	3	3
Exceptional Items	0.00	0.00	0.00	0.00
Profit before Taxation	(312.00)	(308.00)	(316)	-296
Less: Prov. for Taxation
- Current	-	(6.12)	-	6)
- Deferred	0.00	0.00	0.00	0.00
- Short (Excess) Provision of earlier years	0.00	0.00	0.00	0.00
Profit /Loss after Taxation	(312.00	(301.88)	(316)	(290)
Amount available for appropriation
Transfer to Special Reserve Fund	0.00	0.00	0.00	0.00
Balance carried to Balance Sheet
(1) Basic	(31.20)	(30.19)	(31.60)	(29.00)
(2) Diluted	(31.20)	(30.19)	(31.60)	(29.00)

2. PERFORMANCE REVIEW:

a. Standalone

The Company has achieved Turnover of Rs. 838.00 Lakhs during the year under consideration as compared to
previous year Turnover of Rs. 1267 Lakhs which represents increase in revenue as compared to last year. Also
Company has incurred loss of Rs. 312 Lakhs as compared to last year''s profit of Rs. 308 Lakhs

b. Consolidated

The Company has achieved Turnover of Rs. 911 Lakhs during the year under consideration as compared to previous
year Turnover of Rs. 1355 Lakhs, which represents increase in revenue as compared to last year. Also Company has
incurred loss of Rs.316 Lakhs as compared to last year''s loss of Rs. 290 Lakhs

3. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between and at
the end of the financial year to which this financial statement relates and the date of this report.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2023-24.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial year 2023-24 due
to losses incurred by the Company during current Financial Year.

6. DIRECTORS:

a. Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association Mrs.
Sushila Bhagwandas Rupani Director (holding DIN: 02662096) and Mr. Yogesh Vithaldas Thakkar (holding DIN:
08953581)of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, have offered themself for re-appointment.

b. Declaration of Independence by the Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013, independent directors of the Company have made a
declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the
Act.

During the year under review, pursuant to Section 134(3)(d) of the Act, declarations were received from all
Independent Directors of the Company confirming that they fulfill the "criteria of independence" specified in
Section 149(6) of the Act and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Terms and conditions of appointment of Independent Directors are placed on the website of the Company at
https://www.agivavit.com.

c. Composition of Board of Director

Sr. No	Name of the Directors	Date of Appointment	Date of Resignation
1	Shri Vashdev Bhagwandas Rupani (DIN: 01402074)	30/05/2001	-
2.	Shri Lalit Lajpat Chouhan (DIN: 00081816)	01/10/2015	-
3	Shri. Ranjan Chona (DIN: 02652208)	01/10/2015	-
4	Smt. Sushila Bhagwandas Rupani (DIN: 02662096)	30/05/2001	-
5	Shri Champak Shantilal Shah (DIN: 07368244)	27/01/2016	-
6	Shri. Yogesh Vithaldas Thakkar (DIN: 08593581)	22/08/2022	-
7	Shri. Kishin Devidas Mulchandani (DIN 02582500)	30/09/2015	-
8	Shri. Nandkishore Sharma (DIN: 00143986)	17/07/2018	-
9	Shri. Hitesh Kaswa (DIN: 07780844)	29/09/2022	14/06/2023

d. Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the
Company.

Sr. No.	Name	Designation
1	Mr. Lalit Lajpat Chouhan	Managing Director and Chief Financial Officer
2.	Mr. Ranjan Chona	Executive Director

e. Nomination and Remuneration Policy:

The Company has adopted a Policy on Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, Independence of a Director and other matters provided under Section 178 (3) of
the Act. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration
policy of the Company.

The said Policy lays down the guidelines to be followed in relation to:

A. Appointment of the directors and key managerial personnel of the Company;

B. Fixation of the remuneration of the directors, key managerial personnel and other employees of the
Company: and

C. Evaluation of performance of directors, key managerial personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

i) Attract, recruit and retain good and exceptional talent;

ii) List down the criteria for determining the qualifications, positive attributes and Independence of the Directors
of the Company;

iii) Ensure that the remuneration of the Directors, key managerial personnel and other employees is performance
driven, motivates them, recognizes their merits and achievements and promotes excellence in their
performance;

iv) Motivate such personnel to align their individual interests with the interests of the Company and further the
interests of its stakeholders;

v) Ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge,
perspective and gender in the Board; and

vi) Fulfill the Company''s objectives and goals, including in relation to good corporate governance, transparency
and sustained long-term value creation for its stakeholders.

The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at
https://www.agivavit.com.

f. Manner of Formal Evaluation of Board of Its Performance and that of Its Committees & Individual
Director

During the year under review, performance evaluation of the Board as a whole and that of its Committees and
Individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the
Company at their meeting held on 30th March, 2024 have evaluated the performance of the Board as a whole,
Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria
adopted by the Nomination, Remuneration and Compensation Committee and the Board.

The performance evaluation of the Board was based on various parameters such as qualification of Board
Members, their diversity of experience and background, whether the Members of the Board met all applicable
independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance
of the individual Directors was evaluated on parameters such as qualifications, experience, independence,
participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director
being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and
its Committees with the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended
31st March, 2024, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is available as a separate section which forms part of the Annual Report in
"Annexure-A".

8. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
a. Board Meetings

Even though the company is exempted from Corporate Governance as per Regulation 15 of SEBI (LODR)
Regulation, 2015, the Company is committed to maintain the highest standards of corporate governance.
The Company has formed statutory committees as prescribed by the Companies Act, 2013.

Six Board meetings were held during the year 2023-24. The details of Board meetings are given below;

Sr. No.	Date	Sr. No.	Date
1	22nd July, 2023	2	12th September, 2023
3	21st November, 2023	4	8th December, 2023
5	6th February, 2024	6	15th February, 2024

b. Board Committee

Composition of Board Committees:

I. Audit Committee	II. Stakeholders Relationship Committee	III. Nomination & Remuneration Committee
Kishin Mulchandani Independent Director (Chairman of the Committee)	Kishin Mulchandani Independent Director (Chairman of the Committee)	Kishin Mulchandani Independent Director (Chairman of the Committee)
Champak Shah Independent Director	Champak Shah Independent Director	Champak Shah Independent Director
Ranjan Chona Executive Director	Ms. Sushila B. Rupani Non-Executive Director	Ranjan Chona Director
Nandkishore Sharma Non-Executive Independent Director	Nandkishore Sharma Non-Executive Independent Director	Nandkishore Sharma Non-Executive Independent Director

The composition of the committees are in accordance with the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

Terms of Reference and other details of Board Committees:

I. Audit Committee:

? The Audit Committee of the Company is entrusted with the responsibility to supervise the Company''s internal
controls and financial reporting process and inter alia performs the following functions:-

? Oversight of the company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

? Recommendation for appointment, remuneration and terms of appointment of auditors of the company and
approval of payment to statutory auditors for any other services rendered by the statutory auditors;

? Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval;

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

? Reviewing and monitoring the auditors'' independence and performance, and effectiveness of audit
process;

? Approval or any subsequent modification of transactions of the company with related parties;

? Scrutiny of inter-corporate loans and investments;

? Valuation of undertakings or assets of the company, wherever it is necessary;

? Evaluation of internal financial controls and risk management systems;

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

? Reviewing the adequacy of internal audit function;

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

? 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;

? 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;

? Review of the functioning of the Whistle Blower mechanism and all redressal mechanisms and forums required
under the Companies Act 2013;

? Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

? Review the Management discussion and analysis of financial condition and results of operations;

? Review Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;

? Review Management letters / letters of internal control weaknesses issued by the statutory auditors;

? Review Internal audit reports relating to internal control weaknesses;

? Review of the appointment, removal, performance, independence and terms of remuneration of the Chief
internal Auditor;

? Review of the regular internal reports to management prepared by the internal auditor as well as
management''s response there to;

? Review of 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; and

? Evaluating internal financial controls and risk management systems;

II. Nomination & Remuneration Committee:

? The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration as under;

? Identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director''s performance; and

? The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.

III. Stakeholder Relationship Committee:

? The stakeholder''s relationship committee has the mandate to review and redress shareholders grievances.
The Committee expresses satisfaction with the Company''s performance in dealing with the investor
grievances and its share transfer system.

9. CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and Senior Management

Personnel. This Code of Conduct is available on the Company''s website. I hereby declare that all the Members of the

Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as

adopted by the Company for the year ended 31st March 2024.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them,

your Directors confirm the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

(b) That the Directors have selected such accounting policies and applied them consistently. There is a change
in accounting estimate of useful life of transport vehicles based on technical assessment and the Directors have
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 loss of the Company for that
period;

(c) 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, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

(f) That 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.

11. STATUTORY AUDITORS

M/s. H. G. sarvaiya & Company Mumbai., Auditor for financial year 2023/24, Audit of the company This is a casual
vacancy because of Resignation of present Auditor M/s.Sandeep Dhedia & Co. Mumbai. This appointment will
ratification at AGM of the Company.

M/s. Sandeep Dhedia & Co. Mumbai (Firm Registration No.: 117695W) were appointed as the Statutory Auditors of
the Company by the Members at the Annual General Meeting for a term of 5 (Five) years.

Further, due to personal reasons, M/s. Sandeep Dhedia & Co. Mumbai, (Firm Registration No.: 117695W) were unable
to conduct the Statutory Audit for the Financial Year 2023-2024.

M/s. H.G.sarvaiya & Company Mumbai, Mumbai (Firm Registration No.: 115705W) have consented to the said
appointment and confirmed that their appointment, if made will be within the limits specified under section 141(3)(g)
of the Act and will be in compliance with the eligibility criteria / requirements specified under the Companies Act,
2013.

The Auditor''s Report, on the Standalone and Consolidated Financial Statements for the financial year 2023-24 forms
part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

12. SECRETARIAL AUDIT REPORT

In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed M/ s. S.S. Rauthan & Associates, Practicing
Company Secretaries (Membership No. FCS 4807 & CP No. 3233) to conduct Secretarial Audit for the financial year
2023-24.

The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain any
qualification, reservation or adverse remark except reservations as follows:

(1) Delay in submission of financial results;

Sr. No.	Compliances	Period of Delay in Compliance	Reply by management
1.	Delay in submission of the Audited Financial Results for the quarter ended and year ended March 31, 2023.	Audited Financial Results for the quarter ended and year ended March 31, 2023 was submitted on 21.11.2023.	As per Note below
2.	Delay in submission of the Un-Audited Financial Results for the Quarter ended June 30, 2023	Un - Audited Financial Results for the quarter ended June 30, 2023 was submitted on 21.12.2023.	As per Note below
3.	Delay in submission of the Un-Audited Financial Results for the quarter and half year ended September, 2023.	Un-Audited Financial Results for the quarter and half year ended September 30, 2023 was submitted on 21.12.2023	As per Note below
4.	Delay in submission of the Audited Financial Results for the quarter ended and year ended March 31, 2024.	Audited Financial Results for the quarter ended and year ended March 31, 2024 was submitted on 16.08.2024	As per Note below

(2) Delay in submission of disclosure of Shareholding Pattern as per Regulation 31(1)(b) of Listing Regulations for
the quarter ended September 30,2023 and December 31,2023.

Sr. No.	Compliances	Period of Delay in Compliance		Reply by Management
1.	Delay in submission of disclosure of Shareholding Pattern for the quarter ended September 30, 2023	Shareholding pattern for ended September 30, submitted on 26.01.2024	the quarter 2023 was	As per Note below
2.	Delay in submission of disclosure of Shareholding Pattern for the quarter ended December 31, 2023	Shareholding pattern for ended September 30, submitted on 25.01.2024	the quarter 2023 was	As per Note below

(3) Delay in submission of Reconciliation of Share Capital Audit Report as per Regulation 76 of SEBI (Depositories and
Participants) Regulations, 2018 for the quarter ended June 30, 2023, September 30, 2023, December 31, 2023 and
March 31, 2024.

As per note below

(4) Delay in submission of Statement of Investor Complaints as per Regulation 13(3) of Listing Regulations for the
quarter ended September 30, 2023 was submitted on 21.01.2024.

As per note below

(5) Delay in submission of Certificate as per Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018

Sr. No.	Compliances	Period of Delay in Compliance	Reply by Management
1	Delay in submission of Certificate for the quarter ended September 30, 2023	Certificate for the quarter ended September 30, 2023 was submitted on 24.01.2024.	As per Note below
2	Delay in submission of Certificate for the quarter ended December 31, 2023	Certificate for the quarter ended December 31, 2023 was submitted on 24.01.2024.	As per Note below

(6) During the Audit period, the Company has not maintained Structured Digital Database as per Regulation 3(5) of
SEBI (Prohibition of Insider Trading) Regulations, 2015.

As per Note below

(7) During the Audit period, there was a gap of 139 days between two Board Meeting i.e. Board Meeting held on
06.03.2023 and Board Meeting held on 22.07.2023.

As per note below

(8) During the Audit period, following e-forms were not filed/delayed in filing with the Registrar of Companies,
Maharashtra, Mumbai / Ministry of Corporate Affairs:

Sr. No.	Compliances	Period of Delay in Compliance	Reply by Management
	Form MGT-14 for: Appointment of Secretarial Auditor. Appointment of Internal Auditor Financial Statements alongwith Directors Report for the Financial Year ended 31.03.2023 For re-appointment of Managing Director	Not filed	As per Note below
2.	Form MR-1 for re-appointment of Managing Director	Not filed	As per Note below
3.	Form DPT-3 for the Financial Year ended 31.03.2024.	Not filed	As per Note below
4.	Form DIR-12 for: Re-appointment of Managing Director Appointment of Chief Financial Officer	Not filed	As per Note below
5.	Form DIR-12 for: Resignation of Company Secretary and Chief Financial Officer. Resignation of Shri Hitesh Kaswa (Executive Director)	Filed on 13.01.2024 Filed on 11.08.2023	As per Note below
6.	Form AOC-XBRL for the Financial Year 2022-2023	Not filed	As per Note below
7.	Form MGT-7 for the Financial Year 2022-2023	Not filed

(9) During the Audit period, disclosures on the website of the Company were not made as per Regulation 46 of
Listing Regulations.

As per Note below

(10) The post of Company Secretary and Compliance Officer is vacant since 22.07.2023.

As pe Note below

During the year under review, BSE limited had Suspended the shares of the Company for non-compliance with certain
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On which Company clarified to the Secretarial Auditor that:

The Company is under Process of Complied the all compliance .

13. REPORTING OF FRAUDS

During the year under review, Management has declared to the Statutory Auditors that no fraud has been
occurred and corrective measure has been adopted by the Company to point out the fraud, if any, occurred.

14. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the
Institute of Chartered Accountants of India and prescribed by the Central Government.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company include the Financial Statements of RST Technologies Pvt.
Ltd., the wholly owned subsidiary of the Company for the financial year 2023-24. The Financial Statements of RST
Technologies Pvt. Ltd. is also placed on the website of the Company. Any Member desirous of obtaining a copy of
the said Financial Statements may send an E-mail to the Company Secretary at [e-mail] for the
same.

During the year under review, companies listed below are Company''s subsidiaries, joint venture or associate
companies;

NAME OF THE SUBSIDARY / ASSOCIATE COMPANY REMARKS

RST TECHNOLOGIES PVT. LTD. 100% SUBSIDARY

DATAPOINT IMPEX PRIVATE LIMITED DIRECTORS AND INTERESTED (ASSOCIATE)

The performance and financial position of each of the subsidiaries as per Companies Act, 2013 is provided to
the financial statement and hence not repeated here for the sake of brevity.

16. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate
with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and
transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.

17. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. In the Board''s view, there are no material risks, which may threaten the existence of
the Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY
TRANSACTIONS:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 and
Accounting Standard AS-18 is furnished in Form AOC-2, Annexure "C" and is attached to this report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of
the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and also in compliance with Accounting Standards on "Related Party Disclosure".

This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR) Regulation, 2015:

Sr. No	In the Accounts of	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1	Subsidiary Company	Particulars	Amount (?)
	RST Technologies Pvt. Ltd.	Purchase & Service Charges
		Sales & AMC Services
		Loans & Advances or Outstanding (Debit):
		Balance as on 31-03-2024	NIL
		Maximum Outstanding	NIL
		Loans & Advances or Outstanding (Credit):
		Balance as on 31-03-2024
		Maximum Outstanding

Sr. No	In the Accounts of	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1	Associate Company	Particulars	Amount (?)
	Datapoint Impex Pvt. Ltd.	Purchase & Service Charges
		Sales & AMC Services
		Loans & Advances or Outstanding (Debit):
		Balance as on 31-03-2024
		Maximum Outstanding
		Loans & Advances or Outstanding (Credit):
		Balance as on 31-03-2024
		Maximum Outstanding

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has
established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the
employees and other Directors. The Company has also provided 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 co employees and the Company.

20. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:

The Company has not made any Investment, given guarantee and securities during the year under review.
There for no need to comply provisions of section 186 of Companies Act, 2013.

21. ANNUAL RETURN

The Annual Return for the financial year 2023-24 is placed on the Company''s website
www.agivavit.com under the "Investors" Tab.

22. COMPLIANCE WITH 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.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and
technology absorption are not applicable to the Company. However the Company has been continuously and
extensively using technology in its operations.

There has been no foreign exchange earnings and foreign exchange outgo during the year under review.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions
of Section 135 of the Companies Act, 2013 as this provision is not applicable to the Company.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed
to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An
appropriate complaint mechanism in the form of ''Internal Complaints Committee'' has been created in the Company
for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at
workplace:

a. To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of sexual harassment and
safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle
the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women
employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

26. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Dividend Distribution Policy formulated by the Company is available on the website of the Company at
https://www.agivavit.com.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions/ events during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Change in nature of Company''s business.

iii) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going
concern status and the Company''s operations in future.

iv) Material changes and commitments, affecting the financial position of the Company which has occurred
between the end of the financial year and the date of Report.

v) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

vi) Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148
of the Act is not applicable to the Company.

vii) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

28. ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and
Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
IND-AGIV COMMERCE LIMITED

Mr. Lalit L. Chouhan Mr. Ranjan Chona

Place: Mumbai Managing Director Director

Date: 05 September , 2024 DIN: 00081816 02652208

---

Mar 31, 2014

TO THE MEMBERS

Ind-Agiv Commerce Limited

The Directors hereby present their Twenty Eight Annual Report and Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS: Amount in Lakhs

Particulars 2013-14 2012-13

Sales 727.70 990.38

Other Income 25.88 35.17

Total Income 753.58 1025.55

Profit Before Taxation 6.03 5.86

Less: Provision For Taxation 0.90 0

Net Profit For The Year 5.13 5.86

Balance B/F From Last Year 87.09 81.23

Amount Carried To Balance Sheet 92.22 87.09



2. REVIEW OF OPERATIONS AND FUTURE PLANS:

During the year under review, the company has achieved the turnover of Rs. 753.58 lakhs as against ^ 1025.55 lakhs during the previous year. The profit before tax during the year was Rs. 5.13 Lakhs as against Rs. 5.86 lakhs in the previous year. Barring unforeseen circumstance, the management is hopeful of achieving better results during the current year.

3. DIVIDEND:

Your Directors decided not to recommend any dividend in view of inadequacy of profits and conserve funds for the future business plans of the company.

4. DEPOSITS:

The Company has not accepted any Fixed Deposit during the year.

5. DIRECTORS:

Mr. K. D. Mulchandani & Mr. V. G. Devnani retire by rotation and being eligible offer themselves for re-appointment as Directors.

6. DIRECTORSRESPONSIBILITYSTATEMENT.

Your Directors state that :

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year and of the financial results of the Company for the year ended on 31st March, 2014.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the directors have prepared the annual accounts on a going concern basis.

7. LISTING ON STOCK EXCHANGE:

Your Company''s Shares are listed in Bombay Stock Exchange and Annual Listing Fee for the year 2014-15has been paid.

The ISIN code for company''s Equity shares is INE115E01010.

8. PARTICULARS REGARDING CONSERVATION OF ENERGYETC:

Your Company did not carry out any significant activity during the year requiring disclosure of particulars regarding conservation of Energy and Technology absorption.

9. PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules, 1975 as amended have not been given as there were no employees in the company drawing remuneration in excess of the limits specified by the section.

10. INDEPENDENT AUDITO RSREPORT:

As regards the remarks in the Auditors'' Report, please refer to the notes on Financial Statement which are self explanatory.

11. AUDITORS OF THE COMPANY,

The Auditors M/s. Shah & Bhosale, Chartered Accountants have been appointed asAuditors of the company till forth coming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

12. COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Secretary in whole-time practice under Section 383A of the Companies Act, 1956 in respect of the Financial Year ended on 31st March, 2014 is attached hereto.

13. ACKNOWLEDGMENT:

The Directors would like to thank the Bankers and all others for their co-operation received during the year.

For and on behalf of the Board S. C. Oberoi Registered Office : Director 85, V. N. Purav Marg, DIN - 01996178 Sion-Chunabhatti Road, Mumbai - 400 022. CIN - U 32100 MH 1986 PTC 039004

K. D. Mulchandani Director Date :- 30th May, 2014 DIN - 02582500

---

Mar 31, 2013

TO THE MEMBER of Ind-AgivCommerce Limited

The Directors hereby present their Twenty Seventh Annual Report and Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

Amount in Lakhs

Particulars 2012-13 2011-12

Sales 990.38 966.04

Other Income 35.17 49.63

Total Income 1025.55 1015.67

Profit Before Taxation 5.82 18.15

Less:

Provision For Taxation 0 9.69

Net Profit For The Year 5.82 8.46

Balance B/F From Last Year 81.23 72.77

Amount Carried To Balance Sheet 87.05 81.23

2. REVIEW OF OPERATIONS AND FUTURE PLANS:

During the year under review, the company has achieved the turnover of ? 1025.55 lakhs as against ? 1015.67 lakhs during the previous year. The profit before tax during the year was 5.82 Lakhs as against ^ 18.15 in the previous year. Barring unforeseen circumstance, the management is hopeful of achieving better results during the current year.

3. DIVIDEND:

Your Directors decided not to recommend any dividend in view of inadequacy of profits and conserve funds for the future business plans of the company.

4. DEPOSITS:

The Company has not accepted any Fixed Deposit during the year.

5. DIRECTORS:

Mr. I. B. Rupani & Mr. S. C. Oberoi retire by rotation and being eligible offer themselves for re-appointment as Directors.

6. DIRECTORSRESPONSIBILITYSTATEMENT.

Your Directors state that :

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year and of the financial results of the Company for the year ended on 31st March, 2013.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the directors have prepared the annual accountsonagoing concern basis.

7. LISTINGONSTOCKEXCHANGE:

Your Company''s Shares are listed in Bombay Stock Exchange and Annual Listing Fee for the year 2013-14 has been paid.

The ISIN code for company''s Equity shares is INE115E01010.

8. PARTICULARSREGARDING CONSERVATIONOFENERGYETC:

Your Company did not carry out any significant activity during the year requiring disclosure of particulars regarding conservation ofEnergy and Technology absorption.

ForeignExchangeEarningandOutgo:- TotalForeignExchangeearnedandused

CurrentYear PreviousYear

(i) ForeignExchange earned: 0 0

(ii) Foreign Exchange outgo: 83,70,638 3,69,37,053

(value of imports-goods for

resale and other) (iii) Traveling and Subscription: 4,20,030 41,360

9. PARTICULARSOFEMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules, 1975 as amended have not been given as there were no employees in the company drawing remuneration in excess of the limits specified by the section.

10. INDEPENDENTAUDITORSREPORT:

As regards the remarks in the Auditors'' Report, please refer to the notes on Financial Statements which are self explanatory.

11. AUDITORSOFTHECOMPANY,

The Auditors M/s. Shah & Bhosale, Chartered Accountants have been appointed asAuditors of the company till forth coming Annual General Meeting and have confirmed their eligibility and willingness to accept the officeif re-appointed.

12. COMPLIANCECERTIFICATE:

A Compliance Certificate from a Secretary in whole-time practice under Section 383A of the Companies Act, 1956 in respect of the Financial Year ended on 31st March, 2013 is attached hereto.

13. ACKNOWLEDGMENT:

The Directors would like to thank the Bankers and all others for their co-operation received during the year.

For and on behalf of the Board

S. C. Oberoi

Registered Office : Director

85, V. N. Purav Marg,

Sion-Chunabhatti Road,

Mumbai - 400 022. K. D. Mulchandani

Director

Date :- 14 August, 2013

---

Mar 31, 2012

TO THE MEMBERs of Ind-Agiv Commerce Limited

The Directors hereby present their Twenty Sixth Annual Report and Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS:

Amount in Lakhs

Particulars 2011-12 2010-11 Rs. Rs.

Sales 966.04 462.93

Other Income 49.63 59.52

Total Income 1015.67 522.45

Profit Before

Taxation 18.15 10.83

Less:

Provision for Taxation 9.69 3.70

Net Profit for the Year 8.46 7.13

Balance B/F from Last Year 72.77 65.64

Amount Carried to Balance Sheet 81.23 72.77

2. REVIEW OF OPERATIONS AND FUTURE PLANS:

During the year under review, the company has achieved the turnover of Rs. 966.04 lakhs as against Rs. 462.93 lakhs during the previous year. The profit before tax during the year was Rs. 18.15 Lakhs as against Rs. 10.83 in the previous year. Barring unforeseen circumstance, the management is hopeful of achieving better results during the current year.

3. DIVIDEND:

Your Directors decided not to recommend any dividend in view of inadequacy of profits and conserve funds for the future business plans of the company.

4. DEPOSITS :

The Company has not accepted any Fixed Deposit during the year.

5. DIRECTORS:

Mr. V. B. Rupani and Ms. S. B. Rupani retire by rotation and being eligible offer themselves for re-appointment as Directors.

6. DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year and of the financial results of the Company for the year ended on 31st March, 2012.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the directors have prepared the annual accounts on a going concern basis.

7. LISTING ON STOCK EXCHANGE:

Your Company's Shares are listed in Bombay Stock Exchange and Annual Listing Fee for the year 2012-13 has been paid.

The ISIN code for company's Equity shares is INE115E01010.

8. PARTICULARS REGARDING

CONSERVATION OF ENERGY ETC:

Your Company did not carry out any significant activity during the year requiring disclosure of particulars regarding conservation of Energy and Technology absorption.

9. PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules, 1975 as amended have not been given as there were no employees in the company drawing remuneration in excess of the limits specified by the section.

10. AUDITORS' REPORT:

As regards the remarks in the Auditors' Report, please refer to the notes on Financial Statements which are self explanatory.

11. AUDITORS OF THE COMPANY:

The Auditors Shah & Bhosale, Chartered Accountants have been appointed as Auditors of the company till forth coming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

12. COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Secretary in whole-time practice under Section 383A of the Companies Act, 1956 in respect of the Financial Year ended on 31st March, 2012 is attached hereto.

13. ACKNOWLEDGMENT:

The Directors would like to thank the Bankers and all others for their co-operation received during the year.

For and on behalf of the Board

S. C. Oberoi Director

K. D. Mulchandani Director

Registered Office : 85, V. N. Purav Marg, Sion - Chunabhatti Road, Mumbai - 400 022.

Date:- 21st August, 2012

---

Mar 31, 2011

TO THE MEMBERS Ind-Agiv Commerce Limited

The Directors hereby present their Twenty Fifth Annual Report and Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS:

Particulars 2010-11 2009-10 Rs. Rs.

Sales 46292993 24381980

Other Income 5952406 5761915

Total Income 52245399 30143895

Profit Before

Taxation 1082749 1023023

Less:

Provision For 369882 351890 Taxation

Net Profit For 712867 671133 The Year

Balance B/F From 6564488 5893355 Last Year Amount Carried 7277355 6564488 To Balance Sheet

2. REVIEW OF OPERATIONS AND FUTURE PLANS:

During the year under review, the company has achieved the turnover of Rs. 4,62,92,993/- as against Rs. 2,43,81,980/- during the previous year. The profit before tax during the year was Rs. 10,82,749/- as against Rs. 10,23,023/- in the previous year. Barring unforeseen circumstance, the management is hopeful of achieving better results during the current year.

3. DIVIDEND:

Your Directors decided not to recommend any dividend in view of inadequacy of profits and conserve funds for the future business plans of the company.

4. DEPOSITS:

The Company has not accepted any Fixed Deposit during the year.

5. DIRECTORS:

Mr. I. B. Rupani and Mr. S. C. Oberoi retire by rotation and being eligible offer themselves for re-appointment as Directors.

6. DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year and of the financial results of the Company for the year ended on 31st March, 2011.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the directors have prepared the annual accounts on a going concern basis.

7. LISTING ON STOCK EXCHANGE:

Your Company's Shares are listed in Bombay Stock Exchange and Annual Listing Fee for the year 2011-2012 has been paid.

The ISIN code for company's Equity shares is INE115E01010.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC :

Your Company did not carry out any significant activity during the year requiring disclosure of particulars regarding conservation of Energy and Technology absorption.

Foreign Exchange Earning and Outgo :- Total Foreign Exchange earned and used

Current Year Previous Year

(i) Foreign Exchange earned 0 8,90,802

(ii) Foreign Exchange outgo 6,72,402 10,59,351 (value of imports-goods for resale and other)

(iii) Traveling and 1,54,277 0 Subscription

9. PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules, 1975 as amended have not been given as there were no employees in the company drawing remuneration in excess of the limits specified by the section.

10. AUDITORS'REPORT:

As regards the remarks in the Auditors' Report, please refer to the notes on Accounts on Schedule-15 which are self explanatory.

11. AUDITORS OF THE COMPANY,

The Auditors M/s. Shah & Bhosale, Chartered Accountants have been appointed as Auditors of the company till forth coming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

12. COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Secretary in whole-time practice under Section 383A of the Companies Act, 1956 in respect of the Financial Year ended on 31st March, 2011 is attached hereto.

13. ACKNOWLEDGMENT:

The Directors would like to thank the Bankers and all others for their co-operation received during the year.

For and on behalf of the Board

S. C. Oberoi Director

K. D. Mulchandani Director

Registered Office: 85, V. N. Purav Marg, Sion-Chunabhatti Road, Mumbai - 400 022.

Date:- 30th August, 2011

---

Mar 31, 2010

The Directors hereby present their Twenty Fourth Annual Report and Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

Particulars 2009-10 2008-09 Rs. Rs.

Sales 24381980 22141629

Other Income 5761915 5514834

Total Income 30143895 27656463

Profit Before

Taxation 1023023 988845

Less:

Provision For Taxation 351890 382968

Net Profit For

The Year 671133 605877

Balance B/F From

Last Year 5893355 5287478

Amount Carried To Balance Sheet 6564488 5893355

2. REVIEW OF OPERATIONS AND FUTURE PLANS:

During the year under review, the company has achieved the turnover of Rs. 2,43,81,980/- as against Rs. 2,21,41,629/- during the previous year. The profit before tax during the year was Rs. 10,23,023/- as against Rs. 9,88,845/- in the previous year. Barring unforeseen circumstance, the management is hopeful of achieving better results during the current year.

3. DIVIDEND :

Your Directors decided not to recommend any dividend in view of inadequacy of profits and conserve funds for the future business plans of the company.

4. DEPOSITS:

The Company has not accepted any Fixed Deposit during the year.

5. DIRECTORS:

Mr. K. D. Mulchandani and Mr. V. G. Devnani retire by rotation and being eligible offer themselves for re-appointment as Directors.

6. DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) while preparing the annual accounts the policies selected are consistent and the judgments and estimates applied are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year and of the financial results of the Company for the year ended on 31s,March,2010.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the directors have prepared the annual accounts on a going concern basis.

7. LISTING ON STOCK EXCHANGE:

Your Companys Shares are listed in Bombay Stock Exchange and Annual Listing Fee for the year 2010-2011 has been paid.

The ISIN code for companys Equity shares is INE115E01010.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC :

Your Company did not carry out any significant activity during the year requiring disclosure of particulars regarding conservation of Energy and Technology absorption.

Foreign Exchange Earning and Outgo :- Total Foreign Exchange earned and used

Current Year Previous Year

(i) Foreign Exchange earned: 8,90,802 38,32,827

(ii) Foreign Exchange outgo: 10,59,351 28,70,082

(value of imports-goods for resale and other)

(iii) Traveling and Subscription: 0 5,28,467

9. PARTICULARS OF EMPLOYEES:

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules, 1975 as amended have not been given as there were no employees in the company drawing remuneration in excess of the limits specified by the section.

10. AUDITORSREPORT:

As regards the remarks in the Auditors Report, please refer to the notes on Accounts on Schedule-15 which are self explanatory.

11. AUDITORS OF THE COMPANY,

The Auditors M/s. Shah & Bhosale, Chartered Accountants have been appointed as Auditors of the company till forth coming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

12. COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Secretary in whole-time practice under Section 383A of the Companies Act, 1956 in respect of the Financial Year ended on 31st March, 2010 is attached hereto.

13. ACKNOWLEDGMENT:

The Directors would like to thank the Bankers and all others for their co-operation received during the year.

For and on behalf of the Board

S. C. Oberoi Registered Office: Director

85, V. N. Purav Marg,

Sion-Chunabhatti Road,

Mumbai - 400 022. K D Mulchandani

Director

Date :- 4th September, 2010