Directors Report of Dhyaani Tradeventures Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 11^th Annual Report of the Company with the audited
statements of accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

Particulars	For the Year 2024-25	For the Year 2023-24
Revenue from Operations	1228.12	2966.86
Net Profit/Loss before Depreciation & amortization	48.38	136.67
Less: Depreciation	2.31	1.78
Less: Finance Cost	32.57	18.14
Net Profit/Loss before Exceptional items & Tax	13.50	116.75
Exceptional items	(21.97)	15.54
Net Profit /(Loss) Before Extra-Ordinary Item & Tax	35.47	101.21
Current Tax	9.22	32.56
Excess / (Short) provision of Income Tax	1.44	-
Net Profit/(Loss) for the year	24.81	68.64

2. REVIEW OF OPERATIONS:

During the year company was engaged in dealing with kinds of agri-commodities. During the year,
your Company had a turnover of Rs. 1228.12 lakhs as compared to the total turnover of Rs. 2966.86/-
lakhs recorded for the previous year and net profit for the current year is 24.81/- lakhs as compared
to the net profit of Rs. 68.64/- lakhs recorded for the previous year.

3. DIVIDEND:

Your Director feel it is prudent to plough back the profit in the interest of the growth of the company.
Keeping in view the requirement of the funds in future, your Directors have not recommended any
dividend for the year ended 31^st March, 2025.

4. CHANGE IN NATURE OF BUSINESS:

During the year under Review, the Company has altered its Memorandum of Association by inserting
an Object Clause i.e."To carry on the business of construction as Contractors, Builders, Town planners,
Infrastructure developers, Real estate developers and Engineers land developers, estate agents,
immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil
works immovable property of any tenure or any interest in the same and to erect and construct,
houses, flats, bungalows, kothis or civil work of every type on the land of the Company or any other
land or immovable property whether belonging to the Company or not and to pull down, rebuild,
enlarge alter and other conveniences and to deal with and improve, property of the Company or any
other Immovable property in India or abroad" at the shareholders meeting held on 19^th July, 2024.

5. CHANGE IN REGISTERED OFFICE:

There is no change in the registered office during the year. However, After end of the financial year
2024-25 before the date of this report, i.e. The company has shifted its registered office from:420
Time Square Arcade Opp Rambaug Nr Rajiv Plaza Thaltej-Shilaj Road, Thaltej, Ahmedabad, Gujarat-
380059, India to Block-D, 101, Prahladnagar Trade Center, B/H Titanium City Center, Radio Mirchi
Road, Prahladnagar, Ahmedabad, Gujarat-380015 at the board meeting held on 27^th June, 2025

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no dividend declared in the previous year and hence no amount required to transfer to
Investor Education and Protection Fund.

7. DEPOSITS:

The Company neither has accepted not invited any deposit from the public, within the meaning of
section 73 of the Companies Act, 2013 and the Rules made thereunder. However, the Company
borrowed funds from a third party, which qualifies as a deposit under applicable regulations. However,
the Company did not comply with the relevant provisions governing such deposits.

8. SHARE CAPITAL:

THE AUTHORIZED SHARE CAPITAL: As on March 31, 2025, the Authorized, Issued, Subscribed and
Paid-Up share capital of the Company was as follows:

Share Capital	No. of Equity Shares	Face Value (In ^)	Total Capital (In ^)
Authorized Capital	1,80,00,000 (One Crore Eighty Lacs)	10/-	Rs. 18,00,00,000/- (Eighteen Crore Only)
Issued/Subscribed and Paid up Capital	1,70,24,000 (One Crore Seventy Lacs Twenty- Four Thousand)	10/-	Rs. 17,02,40,000/- (Seventeen Crore Two Lac Forty Thousand Only)

During the year the Authorised Share Capital of the Company has been increased from Rs.
500,00,000/-(Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) Equity share of Rs.10/- (Ten) each
to Rs. 18,00,00,000/-(Rupees Eighteen Crore) divided into 1,80,00,000 (One Crore Eighty Lacs) Equity
share of Rs.10/- (Ten) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year, the paid-up has increased in the manner set forth below:

Particulars	Date of Allotment	No of Equity Shares	Face Value	Issue Price	Consideration
Right Issue	25/09/2024	1,27,68,000	10	23	Cash Consideration of Rs. 29,36,64,000 (Twenty Nine Crores Thirty Six Lacs Sixty Four Thousand Only)

During the year, the company has allotted 1,27,68,000 Equity shares on right basis on September 25,
2024, the Trading Approval of which has been received on October 03, 2024.

Therefore, as on March 31, 2025 the Paid-up Equity Shares of the Company was Rs. 17,02,40,000
(Seventeen Crore Two Lac Forty Thousand) divided into 1,70,24,000 (One Crore Seventy Lacs Twenty-
Four Thousand) Equity Shares of Rs.10/- (Ten) each.

Further, the Board of Directors in its meeting held on 28^th February, 2024 approved the offer and
issuance of fully paid-up equity shares of the Company, by way of a rights issue (the "Rights Issue").

During the Financial Year, The Company has passed special resolution for creation, offering, issuing
and allotting, from time to time, on a preferential basis and private placement basis, up to 65,57,377
8% unsecured, unrated, listed Optionally Convertible Debenture (OCDs) in one or more tranches at an
issue price of Rs. 30.50/- per OCD payable in cash, aggregating up to 20,00,00,000/- (Rupees Twenty
Crore) each convertible in the ratio of 1:1 into fully paid-up equity shares of the Company of face value
of Rs. 10/- each at a conversion price of Rs. 30.50/-at the Extra-ordinary General Meeting held on 18th

April, 2024 However, During the offer period, the company has not received any subscription from
prospective Allottees and therefore, the company has not allotted any Optionally convertible
debentures. During the Financial Year, The Company has passed special resolution for creation,
offering, issuing and allotting, from time to time, on a preferential basis and private placement basis,
8% unsecured, unrated, listed optionally convertible Debenture (OCDs) of Rs. 30.50/- per OCD
(including the OCD Issue Price/the conversion price") ("OCD") aggregating to up to Rs. 20,00,00,000/-
(Rupees Twenty Crore only) convertible in the ratio of 1:1 into equity shares to Quantum Quasar
Capital at the Extra-ordinary General Meeting held on 19^th July, 2024 However, During the offer
period, the company has not received any subscription from prospective Allottees and therefore, the
company has not allotted any Optionally convertible debentures.

9. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON RIGHT BASIS

During the year under review, the company has successfully raised capital through Right Issue of
Equity shares. the Company raised an amount of Rs. 2936.64 Lacs through a Rights Issue of Equity
Shares, with a premium of Rs. 13/- of face value Rs. 10/-per equity share. These funds have also been
fully utilized for the purposes explicitly detailed in the letter of offer for the Rights Issue. The audit
committee and Board confirms that there has been no deviation or variation in the utilization of these
funds from the stated objectives.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR)
Regulations. There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the
interest of the Company at large or which warrants the approval of the shareholders.

All Related Party Transactions are presented before the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of
all related party transactions is presented before the Audit Committee on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions. The Company has developed a Policy
on Related Party Transactions for the purpose of identification and monitoring of such transactions
and the policy on Related Party Transactions as approved by the Board is uploaded on the website of
the Company. The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134
of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''-
Annexure I.

11. MATERIAL CHANGES BETWEEN THE DATE OF THE END OF FINANCIAL YEAR AND BOARD REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect
the Company''s financial position have occurred between the end of the financial year of the Company
(i.e., March 31, 2025) and the date of this report (i.e. August 30, 2025).

BSE has imposed fine upon the company due to delay in financial results for the half year and year
ended 31^st March, 2025, which the company had duly paid and further also submitted the financial
results

12. CHANGE OF NAME OF THE COMPANY:

There has been no change in the name of the company during the financial year.

13. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of
Directors and General Meetings and such systems were adequate and operating effectively.

14. DEMATERIALIZATION OF COMPANY''S SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding
by entering into an agreement with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN number allotted to the company is INE0K5F01014.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an
optimum combination of executive, non-executive including independent Directors. The Board
provides strategic guidance and direction to the Company in achieving its business objectives and
protecting the interest of the stakeholders.

Composition of Board as on 31st March, 2025:

SI No	Name	DIN	Designation	Date of Appointment
1	CHINTAN NAYAN BHAI RAJYAGURU	08091654	Managing Director	24/05/2021
2	KEVAL DIPAKKUMAR DAVE	08631601	Non-Executive Independent Director	08/06/2022
3	ASHISH AGARWAL	06904914	Non-Executive Independent Director	08/06/2022
4	ALPA THUMMAR	-	Chief Financial Officer	15/11/2021
5	KHUSHBU BHARAKATYA	-	Company Secretary	29/05/2023

All the Directors of the Company have confirmed that they have not disqualified from being appointed
a director in terms of section 164 of the Companies Act, 2013

Change in the board of directors during the year:

SI No	Name	DIN	Designation	Date of Cessation
1	NAYANBHAI LABHSHANKER RAJYAGURU	08997548	Executive Director	25/03/2025
2	ILABEN NAYANBHAI RAJYAGURU	08091655	Non-Executive Director	25/03/2025
3	REETA DEVI	11054502	Additional Non¬ Executive Director	05-09-2025

Composition of Board as on the date of the board report

SI No	Name	DIN	Designation	Date of Appointment
1	CHINTAN NAYAN BHAI RAJYAGURU	08091654	Managing Director	24/05/2021
2	KEVAL DIPAKKUMAR DAVE	08631601	Non-Executive Independent Director	08/06/2022
3	ASHISH AGARWAL	06904914	Non-Executive Independent Director	08/06/2022
4	AMIT KAPARIYA	11054494	Additional Executive Director	15/04/2025
5	KM KHUSHI	11255164	Additional Non-Executive Director	23-08-2025
6	ALPA THUMMAR	-	Chief Financial Officer	15/11/2021
7	KHUSHBU BHARAKATYA	-	Company Secretary	29/05/2023

After end of the financial year 2024-25 and before the date of board report, Mr. Amit Kapariya as
Additional Executive Director and Ms. Reeta Devi were appointed as Additional Non-Executive director
respectively at the board meeting held on 15^th April, 2025. However, The Company was unable to file
Form DIR-12 in a timely manner due to technical issues encountered on the MCA portal, specifically
related to the non-registration of the Digital Signature Certificate (DSC) of the concerned
director(s)and non-active email address. As a result, the filing process was delayed despite efforts to
comply with the statutory requirements. However, as on the date of this board report, the company
has filed the respective form.

16. EXTRACT OF ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules, 2020 has done away the
requirement of attaching extract of Annual Return in Form MGT-9 to Board''s Report. The annual
return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.dhyaaniinc.com.

17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not
required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129
read with Rule 5 of Companies (Accounts) Rules, 2014.

18. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, and of the
Directors individually, as well as the evaluation of all the committees i.e., Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, and other
Committees of Board of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that
of its committees and individual directors, including the Chairman of the Board. The exercise was
carried out by feedback survey from each Directors covering Board functioning such as composition
of Board and its Committees, experience and competencies, governance issues etc. Separate exercise
was carried out to evaluate the performance of individual directors including the Chairman of the
Board who were evaluated on parameters such as attendance, contribution at the meeting, etc.

The various criteria considered for evaluation of Executive Directors included qualification,
experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis,
decision making, governance, etc. The Board commended the valuable contributions and the guidance
provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of
Non-Independent Directors and the Board as a whole by the Independent Directors in their separate
meeting being held every year.

19. PROMOTERS

As on date 31^st March, 2025, the Promoter & Promoter group held 9,63,200 Equity shares, which
represented 5.66% the Company''s subscribed, issued & paid-up Equity Share Capital. Members may
note that the comprehensive shareholding and other relevant details pertaining to the Promoter and
Promoter Group have been provided in the Annual Return of the Company. Therefore, during the year
the change in shareholding of Mr. Chintan Nayan Bhai Rajyaguru, is 27.3%.

20. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

i) BOARD MEETINGS ("BoD")

The Board of Directors of the Company meets at regular, predetermined intervals to oversee the
Company''s affairs, provide strategic direction, and make decisions pertaining to business policy,
strategy, financial performance, compliance, and risk management.

An annual calendar of Board and Committee Meetings is prepared and provided to all Directors in
advance. This enables Directors to plan their schedules and participate in discussions. Notices for all

Board and Committee Meetings are issued in adherence to the timelines prescribed under the
Companies Act, 2013, and the Secretarial Standards (SS-1) issued by the Institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

During the financial year under review, the Board of Directors met 10 (Ten) times. Each meeting was
conducted in compliance with the provisions of the Companies Act, 2013, and the rules framed
thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The intervening gap between any two consecutive Board Meetings did not exceed the maximum
period prescribed by the Companies Act, 2013. The detailed attendance records and dates of these
meetings are set forth below:

Name of Director	Chintan Nayan	Ashish	Keval	Nayanbhai	Ilaben
	Bhai	Agarwal	Dipakkumar	Labhshanker	Nayanbhai
	Rajyaguru		Dave	Rajyaguru	Rajyaguru
Date of Meeting
16-04-2024	P	P	P	P	P
30-05-2024	P	P	P	P	P
10-06-2024	P	P	P	P	P
20-06-2024	P	P	A	P	P
22-07-2024	P	A	P	P	P
12-08-2024	P	P	P	P	P
14-11-2024	P	A	P	P	P
17-01-2025	P	P	A	P	P
18-03-2025	P	P	P	P	P

(P means "Present" & A means "Absent")

ii) COMMITTEE MEETINGS

A. AUDIT COMMITTEE:

The Audit Committee of the Board stands duly constituted in strict conformity with Section 177 of the
Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules,
2014, as amended.

The comprehensive scope and precise Terms of Reference for the Audit Committee have been
meticulously framed and are in strict alignment with the provisions stipulated under Section 177 of
the Companies Act, 2013, and other applicable regulatory frameworks.

The Committee operates within the ambit of these meticulously defined Terms of Reference. During
the financial year under review, the Audit Committee convened 6 (Six) times. The particulars
pertaining to the Committee''s constitution and the details of its meetings are enumerated below:

Name of Director	Keval Dipakkumar Dave (Chairman)	Ashish Agarwal (Member)	Chintan Nayan Bhai Rajyaguru
(Member)
Date of Meeting
16-04-2024	P	P	P
30-05-2024	P	P	P
10-06-2024	P	P	P
12-08-2024	P	P	P
14-11-2024	P	P	P
17-01-2025	P	P	P

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in strict accordance with the
provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the
Board and its Powers) Rules, 2014. The Committee''s terms of reference are meticulously framed to
ensure full compliance with the aforementioned statutory requirements.

The comprehensive scope and precise Terms of Reference for the Nomination and Remuneration
Committee have been meticulously framed and are in strict alignment with the provisions stipulated
under Section 178 of the Companies Act, 2013, and other applicable regulatory frameworks. The
Committee operates within the ambit of these meticulously defined Terms of Reference.

During the financial year under review, the Nomination and Remuneration Committee convened
three times. As on March 31, 2025 the detailed composition of the Committee and details of its
meetings are provided below:

Name of Director	Ashish Agarwal (Chairman)	Keval Dipakkumar Dave (Member)	Ilaben Nayan Bhai Rajyaguru (Member)
Date of Meeting
16-04-2024	P	P	P
12-08-2024	P	P	P
17-01-2025	P	P	P

The Functioning and terms of reference of the Nomination and Remuneration Committee the role,
powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in
view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at https://www.dhyaaniinc.com/Home/policies and programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors
has duly constituted the Stakeholders'' Relationship Committee. The terms of reference for the
Committee are framed to diligently oversee and address all matters concerning the interests and
grievances of the Company''s security holders, including its shareholders, debenture holders, and other
security holders.

Pursuant to the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, the Board
has adopted a formal policy outlining the scope and functions of the Committee. This policy is
specifically designed to facilitate the prompt consideration and resolution of grievances raised by the
security holders. During the financial year under review, the Committee convened two (2) meetings.
The Company has systematically addressed and resolved all complaints received from its security
holders.

As of March 31, 2025, there were no complaints pending resolution and the composition of the
Stakeholders'' Relationship Committee and details of its meetings are provided below:

Name of Director	Ilaben Nayan Bhai	Keval Dipakkumar	Ashish Agarwal
	Rajyaguru	Dave	(Member)
	(Chairperson)	(Member)
Date of Meeting
16-04-2024	P	P	P
12-08-2024	P	P	P

D. INDEPENDENT DIRECTORS MEETING

In adherence to Clause VII of Schedule IV of the Companies Act, 2013, the independent directors of
the Company convened a separate meeting. During this meeting, they meticulously reviewed the
performance of the Non-Independent Directors and the Board as a whole. They also evaluated the
performance of the Chairman, considering the perspectives of both executive and non-executive
directors. Furthermore, the independent directors assessed the quality, quantity, and timeliness of
information flow between the management and the board.

The company has a robust orientation program for newly appointed independent directors. This
program familiarizes them with the company''s business, operations, and their specific roles and
responsibilities. The orientation includes presentations and discussions led by the Chairman, Executive
Directors, and senior management.

As on March 31, 2025 the following are Independent Directors and during the financial year under
review, the Independent Director meet once the details are provided below:

Name of Director	Keval Dipakkumar Dave (Member)	Ashish Agarwal (Member)
Date of Meeting
18-03-2025	P	P

21. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

During the financial year under review, The Board of Directors has evaluated the Independent
Directors and is of the opinion that the integrity, expertise, and experience (including proficiency) of
these Independent Directors are satisfactory.

22. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for
new Director(s) and ongoing training for existing Directors.

The new Director(s) are introduced to the Company culture, through appropriate training
programmes. Such kind of training programmes helps develop relationship of the directors with the
Company and familiarize them with Company processes.

The management provides such information and training either at the meeting of Board of Directors
or at other places.

The induction process is designed to:

• build an understanding of the Company''s processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

23. MANAGERIAL REMUNERATION

The Particulars as required to disclose under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the financial year 2022-23 are disclosed in Annexure-II, which
formed part of the report.

24. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT, NOMINATION, REMUNERATION AND
FORMAL EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for selection,
nomination, appointment and remuneration of Directors suitably containing the criteria determining
qualifications, positive attributes and independence of a Director.

The policy is also uploaded on the Company''s website at www.dhyaaniinc.com.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the year under review, your company has appointed the Internal Auditors of the Company to
evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate
systems which are placed in the company, are adhered with time to time checks and to ensure that
the compliance procedures and policies are adhered. Moreover, during the year, such controls were
tested and accordingly, no reportable material weaknesses in the operations of the company were
observed.

26. DECLARATION BY INDEPENDENT DIRECTORS

(Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation
16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial
statements for the year 2024-25, the Board of Directors state:

1. In the preparation of the annual accounts for the financial year ended 31^st March 2025, as far as
possible and to the extent, if any, accounting standards mentioned by the auditors in their report
as not complied with, all other applicable accounting standards have been followed along with
proper explanation relating to material departure;

2. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and profit and loss account of the
Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors in the case of a listed company had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

28. STATUTORY AUDITORS

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the
Company for period of Five years from the conclusion of the 6^th Annual General Meeting till the
conclusion of the 11^th Annual general Meeting of the Company to be held in the year 2025.

Further, M/s S D P M & CO, Chartered Accountants, Ahmedabad has been appointed as the Joint
Statutory Auditors of the company for the conducting Joint Audit at the Annual General Meeting held
on 04^th September, 2024 for a period of 4 consecutive years, who shall hold office till the conclusion
of 14^th Annual General Meeting to be in the year 2028.

Also, we wish to inform that M/s J. Singh & Associates, Chartered Accountants, the Statutory auditors
of the company have tendered their resignation vide letter dated 27th August, 2024

The Report given by the Joint Statutory Auditors on the financial statement for the financial year
ending on 31^st March, 2025 of the Company is part of this Report. There are no qualifications or
adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on
financial statements are self-explanatory, if any, and needs no further explanation.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder.

30. SECRETARIAL AUDITORS

Based on the recommendation of the Audit Committee, the Board of Directors, pursuant to the
provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Mukesh J &
Associates, Company Secretaries, Ahmedabad, Gujarat, to conduct the Secretarial Audit for the
financial year ended March 31, 2025.

The Secretarial Audit Report, issued by M/s. Mukesh J. & Associates, Company Secretaries, in the
prescribed Form MR-3, is annexed to this Report and forms an integral part of the Director''s Report.

The explanations / comments made by the Board relating to the qualifications, reservations or
adverse remarks made by the Secretarial Auditors as follows:

Sr. No.	Qualifications, Reservations, or adverse remarks by the Secretarial Auditors	Management Reply
1	As per the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company certifies that it has maintained a Structured Digital Database (SDD) in compliance with the prescribed norms, capturing all necessary details related to the sharing of Unpublished Price Sensitive Information (UPSI). However, despite this, the Company has been marked as ''SDD Non-Compliant'' on the BSE portal, possibly due to procedural lapses such as non¬ submission of the SDD Compliance Certificate in the prescribed format or within the stipulated timeline	The board of directors has taken note of the same and therefore, during the year have tried to be compliant, further it shall take-up the process for removal of SDD non-compliant tag.
2	Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to submit its half-yearly and annual audited financial results to the stock exchanges within 60 days from the end of the financial year, and to make an announcement within 30 minutes of the conclusion of the Board Meeting in which the financial results are approved. However, the Company did not submit the financial results for the half-year and year ended 31st March 2025 within the prescribed timeline. Nevertheless, the financial results were submitted prior to the date of this report	The board of directors took note of the same and shall take care of it going forward.
3	The Corporate Identification Number (CIN) should have been updated in the Master Data records of the Ministry of Corporate Affairs (MCA) to reflect its status as a listed public company. However, the CIN continues to begin with ''U'', indicating an unlisted status, and has not yet been updated to begin with ''L'' as required for listed entities.	The company has tried to update the CIN of the company by filing CRF, however it could not be approved. Further the CIN shall be update with the upcoming Annual filing.
4	As on 31st March, 2025 there is an amount outstanding under the head "Loan to Director" which is prohibited under Section 185 of the Companies Act, 2013.	During the year company had given the loan to director, however, the same shall be returned by the director and comply with the required provisions.
5	During the financial year 2024-25, the Company borrowed funds from a third party, which qualifies as a deposit under applicable regulations. However, the Company did not comply with the relevant provisions governing such deposits	The board took note of the same and shall take care of it going forward.

31. INTERNAL AUDITORS:

The board of directors has appointed Internal auditor for FY 2024-25.

32. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB¬
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance
and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of
companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not
fall under Maintenance and audit of cost records and accordingly maintenance of cost records and
audit provisions are not applicable to the Company.

33. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under
sub-section (12) of Section 143 of the Act for the year ended March 31, 2025.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the particulars of Investments and Loans covered under
Section 186 of the Companies Act, 2013 ("the Act") have been duly disclosed in the financial
statements provided in this Annual Report. It is affirmed that the Company has not issued or provided
any guarantees or securities to any party during the reporting period.

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative sources
of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the scarce
resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

PARTICULARS	YEAR ENDED 31st MARCH, 2025	YEAR ENDED 31st MARCH, 2024
FOREIGN EXCHANGE EARNING	NIL	NIL
FOREIGN EXCHANGE OUTGO	NIL	NIL

36. CORPORATE GOVERNANCE:

The Company''s Board constantly committed to upholding the standards of corporate governance,
integrating robust principles into its operational framework over the years. In accordance with
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the provisions pertaining to corporate governance, as specified in Regulations 17 to 27, clauses (b) to

(i) of Regulation 46(2), and Paragraphs C, D, and E of Schedule V, are not applicable to a listed entity
that has exclusively listed its specified securities on the SME Exchange.

The Company securities are listed on the SME Exchange; the aforementioned corporate governance
provisions do not apply to the Company. Consequently, a separate Corporate Governance Report is
neither mandated nor included as part of this Annual Report.

37. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management
Discussion and Analysis Report are annexed as herewith and form part of this Report.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility
activities are not applicable to the Company.

39. ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of
companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism
which ensures adequate safeguards to employees and Directors from any victimisation on raising of
concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any
financial statements and reports, etc.

The Company has framed an appropriate Vigil Mechanism Policy and further re-affirms that the
Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link:
https://www.dhyaaniinc.com/Home/policies and programs

40. RISK MANAGEMENT POLICY

In today''s economic environment, risk management is a very important part of the business. The main
aim of risk management is to identify, monitor and take precautionary measures in respect of the
events that may pose risks for the business. Your company''s risk management is embedded in the
business processes.

Your company has identified certain risks like price risk, uncertain global economic environment,
interest rate, human resource, competition, compliance and industrial health and safety risk and also
planned to manage such risk by adopting best management practice.

Further, The Board of Directors of the Company has formulated Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative consequences on
the Company''s businesses and defined a structured approach to manage uncertainty and to make use
of these in their decision-making pertaining to all business divisions and corporate functions. Key
business risks and their mitigation are considered in the annual/ strategic business plans and in
periodic management reviews. The risk management policy is available on the website of the
Company at the link: https://www.dhyaaniinc.com/Home/policies and programs

41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company is committed to providing a safe, healthy, and harassment-free work environment for
all its employees, ensuring that every individual is treated with dignity and respect.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the company has constituted an Internal Complaints Committee (ICC). The
company''s policy on the prevention of sexual harassment is comprehensive, prohibiting such
behaviour by law and the company''s code of conduct. The policy aims to create and maintain an
atmosphere where all employees can work without fear of harassment or exploitation. During the
financial year under review, no complaints of sexual harassment were received by the Company. The
policy is available on the company''s website at:

https://www.dhyaaniinc.com/Home/policies and programs

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follows:

	Number of complaints of Sexual Harassment received in the Year
	Number of Complaints disposed off during the year
	Number of cases pending for more than ninety days

42. MATERNITY BENEFITS

Your Company is committed to upholding the rights and welfare of its employees, particularly in
relation to maternity benefits. In accordance with the Maternity Benefit Act, 1961, the Company has
established a comprehensive formal policy that outlines the provisions and entitlements available to
our employees during maternity leave. The policy aims to ensure that all eligible employees receive
the benefits mandated by the Act, including paid maternity leave, medical benefits, and job security
upon their return to work. We regularly review and update our policy to ensure compliance with any
amendments to the Act and to reflect best practices in supporting our employees.

43. DISCLOSURES UNDER COMPANIES ACT, 2013

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares During the financial year under review and hence
no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any ESOP During the financial year under review and hence no
information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the financial year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

No application was filed for corporate insolvency resolution process, by a financial or operational
creditor or by the Company itself under the IBC before the NCLT.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year under review, No orders have been received or passed by any Regulator or
Court or Tribunal which can have impact on the going concern status and the Company''s operations
in future.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the financial year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.

LOANS FROM DIRECTORS

During the financial year under review, the Company has not borrowed any amount(s) from Directors.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been
marked as "ANNEXURE III"

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

During the financial year under review, the Business Responsibility and Sustainability Report as
stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company and hence
it does not form part of this Annual Report.

44. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in relation to
audited financial statements of the Company for the financial year ended on March 31, 2025, the
Board of Directors confirms that:

(i) In the preparation of Annual Accounts for the period ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

(ii) Such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the Profit/Loss of the Company for the year ended March 31, 2025.

(iii) 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;

(iv) The annual accounts for the financial year ended March 31, 2025 on a going concern basis.

(v) Internal financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively.

(vi) Proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

45. SHARES

i) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

ii) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

iii) PREFERENTIAL ALLOTMENT

The Company has not made preferential allotment during the year under review.

iv) BONUS SHARES

The Company has not issued Bonus Equity shares during the year under review.

v) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

46. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable
support and co-operation received from the Customers and Suppliers, various Financial Institutions,
Banks, Government Authorities, Auditors and Shareholders during the year under review. Your
Directors wish to place on record their deep sense of appreciation for the devoted services of the
Executives, Staff and Workers of the Company for its success.

FOR ON BEHALF OF THE BOARD
DHYAANI TRADEVENTTURES LIMITED
(Formerly Known as Dhyaani Tile and Marblez Limited)

Sd/-

CHINTAN NAYAN BHAI RAJYAGURU

CHAIRMAN & MANAGING DIRECTOR

DIN:08091654

Date: 05/09/2025
Place: Ahmedabad

---

Mar 31, 2024

Your Directors have pleasure in presenting the 10^th Annual Report of the Company with the audited
statements of accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

In I

Particulars	For the Year	For the Year
	2023-24	2022-23
Revenue from Operations	2966.86	922.53
Net Profit/Loss before Depreciation & amortization	102.99	(5.06)
Less: Depreciation	1.78	1.67
Less: Finance Cost	-	-
Net Profit /Loss Before Extra-Ordinary Item & Tax	101.21	(6.73)
Current Tax	32.56	0.98
Net Profit/Loss for the year	68.64	(7.71)

2. STATE THE COMPANY''S AFFAIRS AND OPERATIONS:

Company is engaged in dealing in all kinds of agri-inputs and commodities, like wheat, different
varieties of rice, moong, tuver, rajma etc. During the year, your Company had a turnover of ^ 2966.86
lakhs as compare to the total turnover of ^ 922.53 lakhs recorded for the previous year and the net
profit for the current year is ^ 68.64 lakhs compared to loss of ^ 7.71 lakhs as recorded in the previous
year.

3. CHANGE IN NATURE OF BUSINESS:

During the year under Report, the company has changed its main object and business operation to
trading in agro products, fertilizers and tobacco products.

The shareholders in its meeting held on 18^th November, 2023 approved the change in object of the
company.

4. TRANSFER TO RESERVES:

The Board of Directors has carried profit of ^ 68.64 lakhs to reserve account.

5. DIVIDEND:

Your Directors feel it is prudent to plough back the profit in the interest of the growth of the Company.
Keeping in view the requirement of the funds in future, your Directors have not recommended any
dividend for the year ended 31^st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no dividend declared in the previous year and hence no amount required to transfer to
Investor Education and Protection Fund.

7. FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public, within the meaning of
section 73 of the Companies, Act, 2013 and the Rules made thereunder.

8. SHARE CAPITAL:

THE AUTHORIZED SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 500,00,000/-(Rupees Five Crore) divided into
50,00,000 (Fifty Lakh) Equity share of Rs.10/- (Ten) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year, the company has allotted 27,36,000 Bonus Equity shares on December 14, 2023, the
Trading Approval of which has been received on December 19, 2023.

Therefore, as on March 31, 2024 the Paid-up Equity Shares of the Company was Rs.4,25,60,000 (Four
Crores Twenty Five Lakhs Sixty Thousand) divided into 42,56,000 (Forty Two Lakhs Fifty Six Thousand)
Equity Shares of Rs.10/- (Ten) each.

Further, the Board of Directors in its meeting held on 28^th February, 2024 approved the offer and
issuance of fully paid-up equity shares of the Company, by way of a rights issue (the "Rights Issue").

9. LISTING OF SHARES ON BSE -SME PLATFORM:

The equity shares of the Company are traded on SME exchange of Bombay Stock Exchange (BSE SME)
since listing of equity shares on 12^th April, 2022.

10. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The material changes and commitments affecting the financial position of the Company between the
end of the financial year of the Company to which the financial statements relate and the date of the
report are mentioned as below:

I. Mr. Chintan Nayan Bhai Rajyaguru, Promoter and Managing director of the company has sold his
98000 Equity Shares on 26/06/2024, 98000 Equity shares on 27/06/2024, 1,96,000 Equity shares
on 28/06/2024, 47600 Equity shares on 01.07.2024 and 1,96,000 on 02.07.2024.

II. The company has filed Draft Letter of Offer with Bombay Stock Exchange (BSE) for issuance of
Equity Shares on right basis for an amount of up to Rs. 30 Crores on 9^th July, 2024.

11. CHANGE OF NAME OF THE COMPANY:

The name of the company has been changed to "Dhyaani Tradeventtures Limited" pursuant to
shareholders'' approval dated 18^th November, 2023.

The fresh Certificate of Incorporation pursuant to the name change received on 21^st December, 2023.

12. DEMATERIALIZATION OF COMPANY''S SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding
by entering into an agreement with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).

The ISIN number allotted to the company is INE0K5F01014.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an
optimum combination of executive, non-executive and independent Directors including one woman
Director. The Board provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders.

Composition of Board/KMP as on 31.03.2024:

SI No	Name	DIN	Designation	Date of Appointment/ Change in Designation
1	Mr. Chintan Nayan Bhai Rajyaguru	08091654	Managing Director	06.01.2022
2	Mr. Nayankumar Labhshanker Rajyaguru	08997548	Executive Director	09.08.2021

3	Mrs. Ilaben Nayanbhai Rajyaguru	08091655	Non - Executive Director	09.08.2021
4	Mr. Keval Dipakkumar Dave	08631601	Independent Director	08.06.2022
5	Mr. Ashish Agarwal	06904914	Independent Director	08.06.2022
6	Ms. Alpa Thummar	-	Chief Financial Officer	15.11.2021
7	Ms. Khushbu Bharakatya	-	Company Secretary	29.05.2023

All the Directors of the Company have confirmed that they have not disqualified from being appointed
a director in terms of section 164 of the Companies Act, 2013

14. EXTRACT OF ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules, 2020 has done away the
requirement of attaching extract of Annual Return in Form MGT-9 to Board''s Report. The annual
return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.dhyaaniinc.com.

15. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not
required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129
read with Rule 5 of Companies (Accounts) Rules, 2014.

16. MEETINGS OF BOARD

During the financial year 2023-24, there were Ten (10) Board Meetings in the company.

All the meetings of Board of Directors of the Company are scheduled well in advance and the Board
meets at least once in a quarter to review the quarterly performance and the financial results. Agenda
of the meeting were prepared and all necessary papers were circulated to Members of the Board in
advance.

Independent Directors'' Meeting

The Independent Directors met on 06^th November, 2023 and reviewed the performance of non¬
independent directors and the Board as a whole; the performance of the Chairman of the company,
taking into account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity, and timeliness of the flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform the duties.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to
the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his
role.

In the separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated. The same was
discussed in the Board meeting that followed the meeting of the independent directors, at which the
performance of the Board, its committee and individual director was also discussed.

18. COMMITTEES OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two
Independent Director and all having financial literacy.

The Composition of committee is as follow:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Keval D. Dave	Independent Director	Chairman
Mr. Ashish Agarwal	Independent Director	Member
Mr. Chintan Nayan Bhai Rajyaguru	Chairman & Managing Director	Member

The Functioning and terms of reference of the Audit Committee the role, powers and duties, quorum
for meeting and frequency of meetings, have been devised keeping in view the requirements of
Section 177 and all other applicable provisions of the Companies Act, 2013.

B. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has constituted Nomination and Remuneration Committee comprising of three
directors including two Independent Director and one Non-executive director and all having financial
literacy.

The Composition of committee is as follow:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Ashish Agarwal	Independent Director	Chairman
Mr. Keval D. Dave	Independent Director	Member
Mrs. Ilaben Nayanbhai Rajyaguru	Non-Executive Director	Member

The Functioning and terms of reference of the Nomination and Remuneration Committee the role,
powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in
view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at https://www.dhyaaniinc.com/Home/policies and programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three
directors including two Independent Director.

The Composition of committee is as follow:

Name of the Member	Nature of Directorship	Designation in Committee
Mrs. Ilaben Nayanbhai Rajyaguru	Non-Executive Director	Chairperson
Mr. Keval D. Dave	Independent Director	Member
Mr. Ashish Agarwal	Independent Director	Member

19. MANAGERIAL REMUNERATION

The Particulars as required to disclose under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the financial year 2022-23 are disclosed in Annexure-I, which
formed part of the report.

20. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL
EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for selection,
nomination, appointment and remuneration of Directors suitably containing the criteria determining
qualifications, positive attributes and independence of a Director. The policy is attached as Annexure-
II to the report.

The policy is also uploaded on the Company''s website at www.dhyaaniinc.com.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the year under review, your company has appointed the Internal Auditors of the Company to
evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate
systems which are placed in the company, are adhered with time to time checks and to ensure that
the compliance procedures and policies are adhered. Moreover, during the year, such controls were
tested and accordingly, no reportable material weaknesses in the operations of the company were
observed.

22. DECLARATION BY INDEPENDENT DIRECTORS

(Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation
16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial
statements for the year 2023-24, the Board of Directors state:

1. In the preparation of the annual accounts for the financial year ended 31^st March 2024, as far as
possible and to the extent, if any, accounting standards mentioned by the auditors in their report
as not complied with, all other applicable accounting standards have been followed along with
proper explanation relating to material departure;

2. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and profit and loss account of the
Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors in the case of a listed company had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

24. STATUTORY AUDITORS

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the
Company for period of Five years from the conclusion of the 6^th Annual General Meeting till the
conclusion of the 11^th Annual general Meeting of the Company to be held in the year 2025.

Further, M/s S D P M & CO, Chartered Accountants, Ahmedabad has been appointed as the Joint
Statutory Auditors of the company for the conducting Joint Audit for the period of Financial Year 2023¬
24 and board of directors are proposing their re-appointment in this Annual General Meeting for a
period of 4 consecutive years, who shall hold office till the conclusion of 14^th Annual General Meeting
to be in the year 2028.

The Report given by the Joint Statutory Auditors on the financial statement for the financial year
ending on 31^st March, 2024 of the Company is part of this Report. There are no qualifications or
adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on
financial statements are self-explanatory, if any, and needs no further explanation.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed
M/s Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat (Firm Registration No. -
S2021GJ796900) to conduct Secretarial Audit of the Company for Financial Year 2023-24. The Report
of the Secretarial Audit Report is set out in an annexure as ''Annexure -III'' to this report.

With regard to observations of the Secretarial Auditor for non-compliances/ delayed compliance of
some provisions of the Companies Act, 2013 and Listing Regulation, it is stated that the Board of
Directors has taken note of the same and will strive for timely compliance with the applicable
provisions with utmost diligence.

27. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, The Board of Directors, has appointed M/s. I B & Associates, Chartered Accountants, (FRN
- 022701C) Ahmedabad as Internal Auditors of the Company for the Financial Year 2023-24.

28. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB¬
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance
and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of
companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not
fall under Maintenance and audit of cost records and accordingly maintenance of cost records and
audit provisions are not applicable to the Company.

29. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under
sub-section (12) of Section 143 of the Act for the year ended March 31, 2024.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

31. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and
the Listing Regulation, if any, during the year were on an arm''s length price basis and in the ordinary
course of business. Such transactions have been approved by the Audit Committee. The Board of
Directors of the Company has formulated the Policy on Related Party Transactions.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative sources
of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the scarce
resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

PARTICULARS	YEAR ENDED 31st MARCH, 2024	YEAR ENDED 31st MARCH, 2023
FOREIGN EXCHANGE EARNING	NIL	NIL
FOREIGN EXCHANGE OUTGO	NIL	NIL

33. CORPORATE GOVERNANCE:

Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para
C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME
Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate
governance report is not applicable.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management
Discussion and Analysis Report are annexed as Annexure-IV herewith and form part of this Report.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility
activities are not applicable to the Company.

36. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Company has adopted a Whistle-Blower Policy/ Vigil
mechanism, which provides a formal mechanism for all employees of the Company to make protected
disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of
the Company''s Code of Conduct. Disclosures reported are addressed in the manner and within the
time frames prescribed in the Policy. During the year under review, no employee of the Company has
been denied access to the Audit Committee.

37. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for
new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the
Company culture, through appropriate training programmes. Such kind of training programmes helps
develop relationship of the directors with the Company and familiarize them with Company processes.
The management provides such information and training either at the meeting of Board of Directors
or at other places.

The induction process is designed to:

• Build an understanding of the Company''s processes and

• Fully equip the directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

38. RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while considering the business
plan. Considering the size of the Company and its activities, it is felt that the development and
implementation of a Risk management policy is not relevant to the Company and in the opinion of the
Board there are no risks which may threaten the existence of the Company.

39. FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with Ind AS prescribed under the
Companies Act, 2013 as amended from time to time and other relevant provisions of the Act.

40. SECRETARIAL STANDRAD OF ICSI

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.

41. SHARES

i) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

ii) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

iii) PREFERENTIAL ALLOTMENT

The Company has not made preferential allotment during the year under review.

iv) BONUS SHARES

The Company has issued 27,36,000 Bonus Equity shares on December 14, 2023.

v) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

42. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.

During the year 2022-23, no complaints were received by the Company related to sexual harassment.

43. GENERAL DISCLOSURE

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (sweat equity shares) to employees of the Company under ESOS.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company operations in future.

44. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable
support and co-operation received from the Customers and Suppliers, various Financial Institutions,
Banks, Government Authorities, Auditors and Shareholders during the year under review. Your
Directors wish to place on record their deep sense of appreciation for the devoted services of the
Executives, Staff and Workers of the Company for its success.

FOR ON BEHALF OF THE BOARD

DHYAANI TRADEVENTTURES LIMITED

(Formerly Known as Dhyaani Tile and Marblez Limited)

Sd/- Sd/-

CHINTAN NAYAN BHAI RAJYAGURU NAYANKUMAR LABHSHANKER RAJYAGURU

MANAGING DIRECTOR DIRECTOR

DIN: 08091654 DIN: 08997548

Date: 12/08/2024
Place: Ahmedabad