Inditrade Capital Ltd Directors Report

dear Shareholders,

Your Directors are pleased to present the 30th Annual Report of your Company and the Audited Financial Statements for the financial year ended

31^stm arch, 2024. i FinanCial HiGHliGHts (Rs. in lakhs)

particulars	standalone		Consolidated
	For the financial year ended		For the financial year ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
total revenue	1429.60	1111.44	16232.04	16768.35
Other income	53.67	55.06	1512.34	1164.41
Less: Expenditure	443.48	83.17	13776.55	15795.92
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and
	1039.79	1083.33	3967.83	2136.84
tax expense
Less: Depreciation	239.77	292.65	556.47	619.61
Profit / (Loss) before Finance costs, Exceptional items and Tax expense	800.02	790.68	3411.36	1517.23
Less : Finance Cost	719.44	579.28	2736.59	3576.44
Profit / (Loss) before Exceptional items and Tax expense	80.58	211.40	674.77	(2059.21)
Add/(Less): Exceptional items	0	0	0	0
Profit / (Loss) before Tax expense	80.58	211.40	674.77	(2059.21)
Less: Tax expense	13.06	14.36	381.80	(25.64)
Profit /(Loss) for the financial year	67.52	197.04	292.97	(2,033.57)
Share of profit from associate	0	0	19.45	6.33
Net Profit for the financial year (before minority interest in case of Consolidated)			312.45	(2,027.24)
less: minority Interest (in case of consolidated)			115.53	(634.01)
Net Profit for the financial year			196.89	(1,393.23)
(after minority interest in case of Consolidated)

ii REsults OF OpERatiOns

During the financial year under review, the Company along with its subsidiaries/associate companies provided a bouquet of services to their customers.

The Company on a standalone basis has recorded Profit before exceptional items and tax from operations of rs. 80.58 lakhs for the financial year 2023-24 as against the profit of Rs. 211.40 Lakhs in the corresponding previous financial year. Profit after exceptional items and tax from operations stood at rs. 67.52 lakhs for the financial year 2023-24, as against the profitof Rs. 197.04 Lakhs in the previous financial year. iii suBsiDiaRy COMpaniEs as on 31^stm arch, 2024, the Company has 5 (Five) direct subsidiaries, 1 (One) step-down subsidiary and 2 (two) associate companies/ fellow subsidiaries, as follows:

Direct subsidiaries:

1. Inditrade Fincorp limited.

2. Inditrade Business Consultants limited.

3. Inditrade Microfinance Limited.

4. Inditrade technologies limited.

5. Inditrade Community Foundation - a Section 8 Company incorporated to primarily undertake CSr activities of the Inditrade Group.. step-down subsidiary:

1. Inditrade Scalerator limited associate Companies

1. Inditrade rural marketing limited

2. Inditrade Insurance Broking private limited iv aCCOunts OF suBsiDiaRy anD assOCiatE COMpaniEs the Board of directors (including audit Committee) have reviewed the affairs of the subsidiary and associate companies and the salient features of their financial statements in the prescribed formatForm aOC-1 are annexed as annexure-i.

The audited financial statements of the subsidiary companies and the related detailed information will be made available to the Shareholders of the Company at the Registered Office of the

Company and on the Company website www.inditrade.com, under the ‘Investor relations section. v REsERvEs the Board of directors of the Company has decided not to transfer any amount for the financial year under review to the Reserves. vi DiviDEnD

Due to pressure on the liquidity and business operations post-

COVId-19 pandemic and keeping in mind the principle of shared prosperity and sacrifice,it is decided by the Board of Directors that it would be prudent, not to recommend any dividend for the financial year under review. vii MaJOR EvEnts tHat HavE OCCuRRED DuRinG tHE FinanCial yEaR

Following major events have occurred during the financial year under review: a) state of the Companys affairs:

(i) Changes in the shareholding of the Subsidiaries:

During the financial year under review, there was no change in shareholding of subsidiaries b) Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business carried on by the subsidiaries of the Company wherein the impact of such changes is 10% or more of the consolidated turnover or consolidated net worth of Inditrade Capital limited. c) Material changes and commitments, if any, affecting the financial position of the Company having occurred since the end of the financial year and till the date of this report:

There are no material changes affecting the financial position of the Company which have occurred since the end of the financial year and till the date of this report. viii issuE OF swEat EQuity sHaREs

The Company has not issued Sweat Equity Shares during the financial year under review and hence the disclosure as required under Section 54 read with rule 8(13) of the Companies (Share

Capital and Debentures) Rules, 2014, is not required to be made. iX EQuity sHaREs witH DiFFEREntial vOtinG RiGHts

The Company has not issued Equity Shares with differential voting rights during the financial year under review and hence the disclosure as required under Section 43 read with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not required to be made.

X MaintEnanCE OF COst RECORDs

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies act, 2013.

Xi Capital stRuCtuRE as on date of this report, the authorized Share Capital of the Company is rs. 40,00,00,000/- (rupees Forty Crore only) divided into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the Company is rs. 23,35,36,260/- (r upees twenty-three Crores thirty-Five lakhs thirty-Six thousand two Hundred and Sixty only) divided into 2,33,53,626 (two Crores thirty-three lakhs Fifty-three thousand

Six Hundred and Twenty-Six) Equity Shares of Rs. 10/- each. there was no change in the Share Capital Structure of the Company during the financial year under review.

Xii annual REtuRn

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year 2023-24 is available on

Companys Website and can be accessed at https://www.inditrade. com/investor-relationship.aspx.

Xiii CORpORatE GOvERnanCE the Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by the Securities and Exchange Board of

India (SeBI) and the Companies act, 2013. the Company strives to achieve fairness for all stakeholders and to enhance long-term value to Shareholders. as per regulation 34(3) read with Schedule V of the SeBI (listing

Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from Ms. Kavita Raju

Joshi, practicing Company Secretary forms an integral part of this annual report.

Xiv BOaRD MEEtinGs

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 5 (five) times during the financial year 2023-24 on 2^ndmay, 2023, 25^thm ay, 2023, 10^tha ugust, 2023, 7^thn ovember, 2023, and 31^st January, 2024 . the maximum interval between any two Board meetings did not exceed 120 days. details of the Board meetings held during the year under review, attendance of the directors at such meetings and other relevant details are provided in the Corporate Governance report.

Xv auDit COMMittEE the composition of the audit Committee is as below: a) mr. Brij Gopal daga (Chairman) - non-executive Independent director. b) mr. Kerachan ayyappan Somasekharan (m ember) - non-executive Independent director.

c) mr. radhakrishna nair (m ember) - non - executive and Independent director. d) mrs. Jhuma Guha (member) - non -executive - non Independent director. there were no changes in the composition of the audit Committee during the financial year under review.

During the financial year 2023-24, all the recommendations made by the members of the audit Committee were accepted by the Board.

Xvi nOMinatiOn anD REMunERatiOn COMMittEE the composition of the nomination and remuneration Committee is as below: a) mr. Kerachan ayyappan Somasekharan (Chairman) - non-executive Independent director. b) mr. Brij Gopal daga (member) - non-executive Independent director. c) mrs. Jhuma Guha (member) - non-executive non Independent director. there were no changes in the composition of the nomination and

Remuneration Committee during the financial year under review. During the financial year 2023-24, all the recommendations made by the members of the nomination and remuneration Committee were accepted by the Board.

Xvii stakEHOlDERs RElatiOnsHip COMMittEE the composition of the Stakeholders relationship Committee is as below: a) mr. Kerachan ayyappan Somasekharan (Chairman) - non-executive Independent director. b) mr. Brij Gopal daga (member) - non-executive Independent director. c) mrs. Jhuma Guha (member) - non-executive non Independent director. there were no changes in the composition of the Stakeholders

Relationship Committee during the financial year under review.

Xviii CORpORatE sOCial REspOnsiBility (CsR) the provisions related to CSr activities under Section 135 of the Companies act, 2013 were not applicable to the Company for the financial year under review, since the Companys net worth, turnover and net profit was below the threshold specifiedtherein. Officer cum Manager of

Xi X DiRECtORs anD kEy ManaGERial pERsOnnEl as on 31^st march, 2024, the Board of your Company consisted of eight directors namely, mr. Sudip Bandyopadhyay - non-executive director (dIn : 00007382), mr. Brij Gopaldaga - Independent director ( d In: 00004858), mr. radhakrishna nair - Independent director (dIn: 07225354), mr. Kerachan ayyappan Somasekharan- Independent director (dIn: 01573721), m r. Sivanandhan dhanushkodi -

Independent director (dIn: 03607203), mr. Sudhangshu Shekhar Biswal - Independent director (dIn: 07580667), mrs. Jhuma Guha - non-executive director (dIn: 00007454) and mr. Sumit Sharma- Independent director (dIn: 08181722) as per the provisions of the Companies act, 2013, mrs. Jhuma Guha - non-executive director (dIn: 00007454), is retiring by rotation at the ensuing 30th annual General meeting and being eligible has offered herself for re-appointment which has been recommended by the nomination and remuneration Committee and the Board of directors of the Company and the notice for the ensuing 30^tha nnual General meeting contains the details of the said re-appointment. all the Independent directors of the Company have complied with the requirements laid down under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. mr. Sumit Sharma- Independent director (dIn: 08181722) was appointed as a non-executive Independent director of the Company for a period of 5 consecutive years from January 31, 2024 to January 30, 2029 by the members through postal Ballot concluded on april 21, 2024. mr. anand Kamalkishore maliwal - non-executive director (dIn: 07474039) has resigned from the directorship of the Company from the close of business hours of January 31, 2024 due to pre-occupation. mr. Sivanandhan dhanushkodi - Independent director (dIn: 03607203) was re-appointed as Independent director for a second consecutive term of five ^th may 2024 to 9^th may 2029, by the Board of directors. the nomination and r emuneration Committee and the Board of directors of the Company had recommended his reappointment for approval of members at the ensuing 30^th annual General meeting. the notice for the ensuing 30th annual General meeting contains the details of the said reappointment.

None of the Directors of the Company are disqualified for being appointed as directors, as specified 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) rules, 2014.

Ms. Maya Menon, Company Secretary & Compliance Officer cum manager tendered her resignation with effect from the close of business hours on 29^th February, 2024, which was accepted by the Board of directors. the Board placed on record its appreciation for the valuable services rendered by her during her tenure as the

CompanySecretary&Compliance

Company.

Mr. Ravi Prakash Jain was appointed as Chief Financial Officer and

Key managerial personnel of the Company with effect from 2^nd may, 2023 and he was resigned from the post with effect from the close of business hours of 4^th march, 2024, which was accepted by the Board of directors. the Board placed on record its appreciation for the valuable services rendered by him during his tenure as the Chief

Financial Officer and Key Managerial Personnel of the Company. as on 31^stm arch, 2024, the Company have no Key managerial personnel.

Mr. Biju Sreeramachandran was appointed as Chief Financial Officer and manager of the Company with effect from 30^thm ay, 2024 in accordance with Section 203 of the provisions of the Companies act, 2013. the Board of directors of the Company, appointed ms. meera C as the Compliance Officer with effect from 2 ^nd may, 2024 under the provision of the SeBI (lOdr) regulations, 2015 and as the Company Secretary of the Company with effect from 30^thm ay, 2024, in accordance with Section 203 of the provisions of the Companies act, 2013

XX EvaluatiOn By BOaRD OF its pERFORManCE anD tHat OF its COMMittEEs anD inDiviDual DiRECtORs 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 the Committees of the Board. the Board performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board/ Committees processes, information provided to the Board, etc. the Board (excluding the director being evaluated) also evaluated the performance of

Independent and Non-Independent Directors, fulfilment of their independence criteria and their independence from the management, performance of the Board as a whole and that of the Chairman of the meetings/Committees.

XXi pOliCy On appOintMEntan D REMunERatiOn OF DiRECtORs inClu DinG inDE pEnDEnt DiRECtORs, kEy M anaGERial pERsOns anD sEniOR ManaGEMEnt the Company has a nomination and remuneration policy for the performance evaluation of the individual directors, the Board as a whole and its Committees. the nomination and remuneration

Committee is responsible for identifying persons who are qualified to become directors and who may be appointed in the senior management positions in accordance with the criteria laid down in the nomination and remuneration policy. the Committee also reviews the policy regarding the criteria for appointment and remuneration of directors including Independent directors, Key managerial persons and Senior management. the Committee also recommends to the Board, the appointment of any new directors/ Key managerial personnel or removal of the existing directors/Key managerial personnel. the Committee recommends to the Board as to whether to extend or continue the term of appointment of the Independent directors, on the basis of the report of performance evaluation of Independent directors. after carefully evaluating and analyzing the recommendations of the nomination and remuneration Committee, the Board of directors of the Company decide whether to appoint a new director/Key managerial personnel or remove an existing director/ Key managerial personnel, as the case may be. the nomination and remuneration Committee of the Company oversees the implementation of the nomination and remuneration policy of the Company. the composition of the nomination and remuneration Committee and other relevant details are provided in the Corporate Governance report. the nomination and remuneration policy of the Company is available on the Companys website at the below mentioned link: https://www. inditrade.com/policies.aspx the salient features of the nomination and remuneration policy (‘the policy) are as follows: a. the policy has been framed in accordance with the relevant provisions of the Companies act, 2013 and the SeBI (listing

Obligations and Disclosure Requirements) Regulations, 2015. b. The policy spells out the criteria for determining qualifications, positive attributes, independence of a director and the remuneration ofdirectors, Key managerial personnel and Senior management including functional heads. c. the Committee has the discretion to decide whether the qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position. No

Independent director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled. d. the director, Kmp and Senior management shall retire as per the applicable provisions of the Companies act, 2013 and the prevailing policy of the Company. the Board will have the discretion to retain thedirector, Kmp, Senior management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company. e. the remuneration/ commission shall be in accordance with the statutory provisions of the Companies act, 2013 and the rules made thereunder for the time being in force. f. deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the

Company, will be made if there are specificreasons to do so in an individual case. g. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under the policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and the nomination and remuneration Committee shall amend the policy accordingly.

XXii DEClaRatiOn By inDEpEnDEnt DiRECtORs the Independent directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies act, 2013 and regulation 16 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. They have also given a declaration affirmingcompliance with the code of conduct of the Company. the Board of directors is of the opinion that the Independent directors of the Company possess integrity, necessary expertise and experience.

XXiii EMplOyEE stOCk OptiOn plan (EsOp)

In order to attract and retain talent, the Company has put in place - Inditrade employee Stock Option plan 2016, which is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) regulations, 2021.

Disclosure as required under SEBI Regulations read with SEBI circular no. CIr/CFd/pOlICYCell/2/2015 dated June 16, 2015 has been made available at the Company website at www.inditrade.com.

XXiv initiativEs witH REGaRD tO tHE HEaltH anD saFEty OF tHE EMplOyEEs the Company had taken various initiatives for ensuring the health and safety of employees of the Inditrade group of companies.

Sanitation and fumigation of offices was regularly done. Further the

Company has provided for health insurance policies for employees.

XXv DEpOsits

During the financial year under review, your Company does not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies act, 2013 and the rules made thereunder.

XXvipa RtiCulaRs OF EMplOyEEs disclosure as stipulated under rule 5 of the Companies (appointment and remuneration of managerial personnel) rules, 2014 is attached as annexure-ii.

XXviipa RtiCulaRs OF lOans, GuaRantEEs OR invEstMEnts the details of Investments, loans or Guarantees covered under the provisions of Section 186 of the Companies act, 2013 are given in the notes to the Standalone Financial Statements.

XXviii paRtiCulaRs OF COntRaCts OR aRRanGEMEnts witH RElatED paRtiEs all contracts/ arrangements/ transactions entered by the Company during the financial year under review were in compliance with applicable provisions of the Companies act, 2013 and the SeBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with the promoters, directors, Key managerial personnel or other designated persons which may have a potential conflict with the interests of the Company at large. all related party transactions were placed before the audit Committee and also before the Board for its approval. prior omnibus approval of the audit Committee was obtained for the transactions which were of a repetitive nature. the transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the audit Committee and the Board of directors for their approval on a quarterly basis. the Company has framed a related p arty transactions policy which is available at the below link: https://www.inditrade.com/ policies.aspx particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form no. aOC-2 of the Companies (accounts) rules, 2014 is attached as annexure- III. pursuant to the amendment in the SeBI (lOdr) regulations, 2015, the Company seeks approval of shareholders for related party transactions to be entered into with subsidiary companies and other related parties falling within the purview ofregulation 23 of the SeBI

(LODR) Regulations, 2015. The required details are set out in notice for 30^tha nnual General meeting of the Company.

XXiX ManaGEMEnt DisCussiOn anD analysis REpORt as stipulated under regulation 34 read with Schedule V of the SeBI

(Listing Obligations and Disclosure Requirements) Regulations,

2015, management discussion and a nalysis, is presented in a separate section forming part of the annual report.

XXX statutORy auDitORs anD auDitORs REpORt pursuant to the provisions of Section 139 of the Companies act, 2013 read with the Companies (audit and auditors) rules, 2014, m/s. Kirtane & pandit llp, Chartered accountants, (Firm regn no. 105215W / W100057) were appointed as the Statutory auditors of the Company to hold office from the conclusion of 29th Annual

General meeting until the conclusion of 34^tha nnual General meeting.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the Statutory auditors of the Company. the reports given by Statutory auditors of the Company on the audited financial statements for the financial year 2023-24 forms part of this annual report. the notes on Financial Statements referred to in the Statutory auditors report are self-explanatory and do not call for any further comments.

The Statutory Audit report on the stand alone financial statements do not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Audit report on the consolidated financial statements modifications, that the financial statement of Inditrade Microfinance limited, a subsidiary of Inditrade Capital limited, has not complied with the qualifying asset criteria as required under Reserve Bank of India (Regulatory framework for Microfinance Loans) Directions,

2022, the impact of which, if any, is not ascertainable.

XXXi sECREtaRialau Dit anD sECREtaRial COMplianCE REpORt m/s. SVJS & associates, practicing Company Secretaries, Kochi were appointed to conduct the Secretarial audit of the Company for the financial year 2023-24, as required under the Section 204 of the Companies act, 2013 and the rules made thereunder. the

Secretarial Audit Report for the financialyear 2023-24 forms a part of this annual report. three subsidiaries of the Company, namely Inditrade Fincorp limited,

Inditrade Microfinance Limited and Inditrade Business Consultants limited are coming within the ambit of "material Subsidiary" as per the Securities and exchange Board of India (listing Obligations and

Disclosure Requirements) Regulations, 2015 for the financial year

2023-24. accordingly, pursuant to regulation 24a of the SeBI (lOdr) regulations, 2015, the Secretarial audit reports of Inditrade Fincorp

Limited, Inditrade Microfinance Limited and Inditrade Business Consultants Limited for the financial year 2023-24 are enclosed and forms part of this annual report. the observations and comments given by the Secretarial auditors in their report are self-explanatory and hence do not call for any further comments under Section 134 of the Companies act, 2013. pursuant to Se BI Circular no. CIr/CFd/Cmd1/27/2019 dated 8th February, 2019, the Company has submitted the Secretarial Compliance report from a practicing Company Secretary for the financial year 2023-24, on compliance of all applicable SEBI regulations and circulars/guidelines issued there under with the Stock exchange within the prescribed due date.

XXXii COnsERvatiOn OF EnERGy, tECHnOlOGy aBsORptiOn anD FOREiGn EXCHanGE EaRninGs anD OutGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (accounts), rules 2014 relating to energy Conservation, technology absorption is not applicable to the Company. However, the effort made by the Company along with its Group Companies towards technology absorption includes the following: I. adoption of the latest state of-the-art data centre, software and hardware tools available in the market for rendering lending and other services more efficiently and effectively.

II. Implemented server virtualization to reduce the Server, power and management foot prints. III. Implemented the log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the business operations.

IV. Designed and implemented quality network, server, and IT security systems that accommodate and protect our digital information. the Company had no foreign exchange earnings or outgo during the financial year under review.

XXXiiiint ERnal FinanCial COntROl anD its aDEQuaCy the Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. the internal controls including the internal financial control of the Company are managed and reviewed by the audit Committee and apart from the staff employed by the Company, the Company has also appointed independent Internal auditors to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

XXXiv Risk ManaGEMEnt the Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

XXXv REpORtinGOF FRauDs

There was no instance of fraud during the financial year under review, which required the Statutory Auditors to report to the audit Committee and / or the Board under Section 143(12) of the Companies act, 2013 and rules framed thereunder.

XXXVI VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the directors and employees of the Company, the Company has established a Vigil mechanism/ Whistle Blower policy for directors and employees pursuant to Section 177(9) of the Companies act, 2013 and regulation 22 of the SeBI (listing Obligations and

Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism and also provides for direct access to the Chairperson of the audit Committee in appropriate or exceptional cases.

the Vigil mechanism is available in the website of the Company at the below mentioned link: https://www.inditrade.com/policies.aspx

XXXVII MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the regulators or courts or tribunals, which are likely to impact the going concern status and Companys operation in future.

XXXviii DisClOsuRE unDER tHE sEXual HaRassMEnt OF wOMEn atw ORkplaCE (pREvEntiOn, pROHiBitiOn anD REDREssal) aCt, 2013 the Company has in place the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace

(prevention,prohibition and redressal) act, 2013. the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013.

the following is a summary of sexual harassment complaints received anddisposedoffduringthefinancialyear 2023-24:

no. of complaints at the beginning of the year 2023-24 : nIl no. of complaints received during the year 2023-24 : nIl no. of complaints disposed off during the year 2023-24 : nIl no. of complaints at the end of the year 2023-24 : nIl

XXXiX COMplianCE witH sECREtaRial stanDaRDs

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

Xl DiRECtORs REspOnsiBility statEMEnt

In accordance with the provisions of Section 134(5) of the Companies act, 2013, the Board of directors, to the best of its knowledge and belief, state that:

(a) that in the preparation of the annual accounts for the financial year ended 31^st march, 2024, the applicable accounting Standards have been followed and there are no material departures, (b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^stm arch, 2024 and of the profit of the Company for the financial year ended on that date,

(c) that the Directorshavetakenproperandsufficient 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 for the financial year ended 31^st march, 2024 on a going concern basis,

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

Xli OtHERs

(a) no corporate insolvency resolution process has been initiated by the Company under the Insolvency and Bankruptcy Code 2016.

(b) the Company has not failed to complete/implement any corporate action within the specified time limit.

(c) there was no one time settlement or valuation done while taking loan from the Banks or Financial Institutions.

Xlii aCknOwlEDGMEnt

Your directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, BSe limited, other statutory bodies and the Companys bankers for the assistance, cooperation and encouragement extended to the Company. Your directors wish to place on record their appreciation for the contributions made by the employees of Inditrade group at all levels for their efforts, hard work and support, which are indispensable for smooth functioning of the Company. Your involvement as Shareholders is also greatly valued and your directors look forward to your continued support.