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

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs.

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

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

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

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

3. RECOMMENDATION OF DIVIDEND:

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

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

5. TRANSFER TO RESERVES:

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

6. SHARE CAPITAL:

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

Depository System:

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

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

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

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

Board Meetings:

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

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

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

Committees' Meetings:

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

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

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

Committees' Composition:

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

The composition of Share Allotment Committee is as follows:

8. RBI GUIDELINES:

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

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

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance:

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

Management Discussion and Analysis Report:

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

10. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

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

11. DEPOSITS:

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

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

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

13. COMPLIANCE:

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

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

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

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

The policy of the Company on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the
Board, is available on our website. We affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration policy of the Company.

15. PARTICULARS OF EMPLOYEES:

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

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

16. HUMAN RESOURCES:

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

17. LISTING OF SHARES:

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

18. DIRECTORS:

Appointments:

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

Directors Retire by Rotation:

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

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

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

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

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

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

Resignations/ retirements along with facts of resignation:

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

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

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

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

Familiarization Program for Independent Directors:

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

19. KEY MANAGERIAL PERSONNEL:

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

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

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

20. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

21. EXTRACT OF ANNUAL RETURN:

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

22. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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

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

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

23. RELATED PARTY TRANSACTIONS:

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

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

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

25. RISK MANAGEMENT:

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

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

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

26. BOARD EVALUATION:

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

27. CORPORATE SOCIAL RESPONSIBILITY:

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

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

28. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors and their Report:

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

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

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

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

Secretarial Auditors and their Report:

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

annexed herewith as [Annexure- D].

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

Internal Auditors:

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

Cost Auditors:

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

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

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

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

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

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

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

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

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

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

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

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

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

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

Ý No. of complaints received - NIL

Ý No. of complaints disposed off - Not Applicable

34. INTERNAL FINANCIAL CONTROLS:

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

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

35. CREDIT RATING:

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

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

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

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

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

38. SECRETARIAL STANDARDS:

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

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

followed by the Company.

39. OTHER DISCLOSURES:

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

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

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

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

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

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

40. ANNEXURES:

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

41. APPRECIATION:

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

Stakeholders.

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

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

Managing Director Director

DIN - 01529306 DIN - 09107866

Date : August 09, 2024
Place : Ahmedabad