Directors Report of Disha Resources Ltd.

Mar 31, 2025

The Board of Directors (the âBoardâ) of Disha Resources Limited (âyour Companyâ/ âthe Companyâ) have immense pleasure in presenting the 30^th (Thirtieth) Annual Report of your Company for the financial year ended 31^st March, 2025 (âFinancial Year under reviewâ).

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial performance of the Company for the Financial Year under review and for the previous financial year ended on 31^st March, 2024 is given below:

(Amount in Rs.)
Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from operations	3,24,891	1,40,73,680
Other Income	2,422,529	3,18,41,543
Total revenue	2,747,420	4,59,15,223
Expenditure:
Employee benefits expenses	18,13,000	15,54,000
Other expenses	39,27,249	1,51,26,137
Total expenses	57,40,249	1,66,80,137
Profit/(Loss) before exceptional & extra ordinary items and tax	(2,992,829)	2,92,35,086
Tax expense:
Current Tax	-	(48,83,284)
Less: MAT Credit	-	17,62,020
Deferred Tax	(2,675,565)	41,29,730
Net profit/(Loss) for the year	(5,668,393)	3,02,43,552
Total Other Comprehensive Income	7,461,301	9,39,530
Total Comprehensive Income	1,792,908	3,11,83,082
Earnings Per Share (EPS):
Basic	-0.77	4.25
Diluted	-0.77	4.25

2. SUMMARY OF OPERATIONS & STATE OF COMPANY''S AFFAIRS AND PERFORMANCE:

The Companyâs main object is to carry on the business of industrial supply including precious and semi-precious metals, Logistic Services, Trading of waste paper, recycling of paper, trading of textile, coal and coal related products. Also, the Company deals into Trading of Metal Items (coil/sheets/plates), Motor blowers & condensers, copper pipe, copper fittings & in Fabrics Grey cloth & finish cloth and trading in stocks.

The Indian stock market demonstrated resilience and delivered hybrid returns for investors in FY24-25, though it experienced volatility due to global and domestic factors. During the financial year 2024-25, the Company demonstrated a strong operational performance. However, the Company reported a net loss exceeding ^56 lakhs for the period. This loss is primarily attributable to strategic financial decisions undertaken during the year, including significant investments of over ^3 crores in the securities market, aimed at long-term value creation and portfolio diversification.

Additionally, the Company repaid loans amounting to more than ^1.75 crores to Kabra Jewels Limited. This repayment has substantially reduced the Companyâs liabilities, thereby strengthened its financial position and lessened the interest burden.

The investments made are expected to contribute positively to the Company''s growth in the coming years, while the reduction in debt enhances the Company''s balance sheet and financial stability. Management remains confident that these strategic actions will deliver sustainable value to stakeholders in the long term.

The brief of the financial are stated below:

â¢ The Total revenue of the Company from operation stood at Rs. 324,891/- in current FY 2024-25 as contrast to Rs. 14,073,680 /- in the previous FY 2023-24.

â¢ The Total Expenses were 57,40,249/- during current FY 2024-25 in contrast to Rs. 1,66,80,137/- in the previous FY 2023-24.

â¢ The Net Profit (Loss) after Tax was Rs. (5,668,393)/- for the year 2024-25 compared to net profit of Rs. 3,02,43,552 /- for the year 2023-24.

â¢ The Investment of the company stood at Rs. 35,37,63,827/- in current F.Y. 2024-25 in comparison to Rs. 32,06,29,805/- of the Previous F.Y. 2023-24.

â¢ The Borrowings of the company as on the end of the F.Y. 2024-25 are Rs. 50,00,000/-in compare to Rs. 2,25,00,000/- of Previous F.Y. 2023-24.

The Directors assure the stakeholders that they remain committed to continuing their efforts to strengthen and enhance the overall performance of the Company in the forthcoming financial years.

3. CAPITAL STRUCTURE OF THE COMPANY (Amount in INR Thousands)
	Year	Authorised Capital		Issued, Subscribed & Paid-Up Capital
	Year	Shares	Rs.	Shares	Rs.
	2024-25 [C.F.Y.]	1,55,00,000	15,5000.00	7315500	73155.00
	2023-24 [P.F.Y.]	80,00,000	80000.00	7315500	73155.00

During the Financial year under review, the company had increased its authorized share capital from existing Rupees 8,00,00,000/- (Rupees Eight Crores Only) divided in 80,00,000 (Eighty Lakhs) Equity Shares of Rs. 10/- each, to Rs. 15,50,00,000/- (Rupees Fifteen crores fifty lakhs only) divided into 1,55,00,000 (One Crores Fifty-Five Lakhs) Equity shares of Rs. 10/- each with effect from 14th December, 2024, with requisite approval from members of the company.

Further, during the year company had approved the issuance of up to 75,00,000 (seventy-five lakhs) fully convertible warrants on a preferential basis to the persons belonging to non-promoter, public category and had obtained board and members approval including in-principal approval from the stock exchange i.e. BSE (Bombay Stock Exchange) for allotment of shares. However, due to unforeseen challenges in the opening of the designated bank account, the proposed issue could not be completed.

Other than the changed stated above, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

4. TRANSFER TO RESERVE:

In view of the losses incurred during the year, there is nothing to be transferred to the reserves of the company.

5. DIVIDEND:

In view of the loss incurred by the Company during the financial year under review, the Directors do not recommend any dividend for the year.

6. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Company has optimum combination of executive and nonexecutive directors with at least one-woman director and where in not less than fifty per cent. of the board of directors comprises of non-executive directors. The company has in total 6 (Six) Directors of which two are KMPâs being the Managing Director and Whole Time Director, other two are Non-Executive Directors and rest two are Independent Directors (including one-woman Independent Director).

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Shekhar Gaurishankar Moreshiya (DIN: 10501639) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend his re-appointment for approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standard, is provided as Annexure to the notice of the Annual general meeting.

Re-appointment

The Board members in its meeting held on 14^th August, 2025, approved the proposal for Re-appointment of Mr. Shekhar Gaurishankar Moreshiya (DIN: 10501639) who retires by rotation at the ensuing annual general meeting and recommends to the members for approving the resolution as proposed in the notice of this 30^th Annual General Meeting.

Key Managerial Personnel:

In Pursuant to and in compliance with the provisions of Section 203 of the Companies Act, 2013, there are following Key Managerial Personnel of the Company as on 31.03.2025:-

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Krishna Awtar Kabra	Managing Director	00650817
2.	Mr. Suyog Nildawar	Whole Time Director	07864158
3.	Ms. Dhwani Nagar	Company Secretary	BZNPN5997G
4.	Mr. Vijay Mehta	Chief Financial Officer	AFFPM6602N
During the year under review, there were no change in the KMPs of the Company

7. DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company doesnât have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the beginning of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the Companyâs subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

8. DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Companyâs operation in future.

10. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Energy & Technology Absorption. There was no foreign exchange earnings and outgo during the year under the review.

12. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. AUDITORS:A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. S. N. Shah & Associates (Firm Registration No. 109782W) have been appointed as Auditors for a term of five years, from the conclusion of the 27th (Twenty-Seventh) Annual General Meeting (AGM) till the Conclusion of 32nd (Thirty-Second) Annual General Meeting of the Company.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Umesh Ved & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Report of the Secretarial Auditor is annexed to this Report as âAnnexure A" which is self-explanatory and gives complete information.

Further, in terms of section 204 of the Companies Act 2013 read with the recent amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed to appoint M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad as the Secretarial Auditors of the Company for a term of 5 years (i.e., from FY 2025-26 to FY 2029-2030) in the ensuing 30th Annual General Meeting.

C. INTERNAL AUDITORS:

The Board of Directors has appointed M/s. SNDK & Associates LLP (FRN No. W100060), Chartered Accountants, as Internal Auditors of the Company to carry out Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulated the scope, functioning periodicity and methodology for conducting the Internal Audit.

Further, In terms of Section 138 of the Act, and the relevant Rules, the board reappointed M/s. SNDK & Associates, Chartered Accountants as an Independent Internal Auditors of the Company for the upcoming F.Y. 2025-26. The Internal Auditor directly reports to the Audit Committee.

D. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under section 148 of the Act, are not applicable to the company.

14. QUALIFICATIONS TO AUDITOR''S REPORT AND SECRETARIAL AUDITOR''S REPORT

The Statutory Auditorsâ Report on the financial statements of the Company for the financial year ended 31st March, 2025 is unmodified and does not contain any qualification, reservation, or adverse remark. The Auditorsâ Report forms an integral part of the financial statements and is annexed to the Annual Report.

However, Auditor had raised an observation under section 45-IA of the Reserve Bank of India Act, 1934. The management in its response stated that, the income from financial assets temporarily increased above 50.00% of the total income of the company on account of non-carrying out of sale of goods activities due to prevailing market scenario, financial management, availability of liquid funds. Thus, management explained that company was not required to obtain registration under section 45-IA on account of NonBanking Financial activities being temporary in nature.

Further, there are no disqualifications, reservations, adverse remarks, or disclaimers in the Secretarial Auditorâs report pertaining to the financial year ended 31^st March, 2025.

15. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as âAnnexure B."

16. DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts for the year ended 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profits of the Company for that period.

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

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

17. CORPORATE GOVERNANCE:

The Regulation 27(2) (a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as Company is exempted under criteria of Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, being the paid-up capital of the Company being less than Rs.10 Crore and Net Worth being less than Rs. 25 Crores, the threshold limit as prescribed therein.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-C".

19. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has 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.

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year 2024-25 under report were on an armâs length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year which may have potential conflict with the interest of the Company hence, there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the Related Party Transactions are provided in the notes to the accounts i.e., 32(b). Members are requested to refer the same.

21. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of investment and loans, made under Section 186 of the Companies Act, 2013 are furnished in the Notes No. 3, 4 & 16 to the Financial Statements for the year ended 31^st March 2025.

The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other parties.

22. RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis section. During the year, there were no elements of risk, which in the opinion of the Board may threaten the existence of the company.

23. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors as on 31^st March, 2025, are/were Independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

Mr. Nilesh Tiwari	Appointed w.e.f. 12/02/2024
Ms. Padmaja Deshmukh	Appointed w.e.f. 12/02/2024

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Your Board confirms that in their opinion, the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

24. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.disharesourcesltd.com.

26. NUMBER OF BOARD MEETINGS:

The Board meets at least once in each quarter. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. Six (6) Meetings of the Board were held during the financial year 2024-25 on following dates:

Sr. N o	Date of Meeting	Name of Director	DIN	Number of Meetings entitled	Number of Meetings attended
1.	29/05/2024	Mr. Krishna Awtar Kabra	00650817	6	6
2.	14/08/2024	Shekhar Moreshiya	10501639	6	6
3.	20/08/2024	Mr. Rahul Ramteke	08354776	6	6
4.	14/11/2024	Mr. Suyog Nildawar	07864158	6	6
5.	21/11/2024	Ms. Padmaja Deshmukh	10280913	6	6
6.	14/02/2025	Mr. Nilesh Tiwari	10488420	6	6

27. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

28. REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

29. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors on a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Individual Directors:

(a) Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

30. AUDIT COMMITTEE:

The Audit Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Audit Committee comprised the following members as on 31.03.2025:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson	4	4
2.	Mr. Rahul Ramteke	Non-Executive NonIndependent Director	Member	4	4
3.	Mr. Nilesh Tiwari	Non-Executive Independent Director	Member	4	4
*The Company Secretary of the company, acts as the secretary to the committee.

During the financial year, 4 (four) Audit Committee meetings were held on following dates:

29^th May, 2024, 14^th August, 2024, 14^th November, 2024 and 14^th February, 2025. Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

31. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Nomination and Remuneration Committee comprised the following members as on 31.03.2025:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meeting Attended
1.	Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson	2	2
2.	Mr. Rahul Ramteke	Non-Executive NonIndependent Director	Member	2	2
3.	Mr. Nilesh Tiwari	Non-Executive Independent Director	Member	2	2
*The Company Secretary of the company, acts as the secretary to the committee.

During the year under review, two meeting of Nomination and Remuneration Committee was held during the financial year 2024-25 on following date:

14^th August, 2024, 20^thAugust, 2024.

Requisite quorum was present during the meeting.

The primary objective of the Nomination and Remuneration Committee (âNRCâ) is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every director''s performance.

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is as mentioned in the provisions of Section 178(1) of the Companies Act, 2013 as amended from time to time.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted in line with the provisions of the SEBI (LODR) and the provisions of the Act. The Nomination and Remuneration Committee comprised the following members as on 31.03.2025:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meeting Attended
1.	Mrs. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson	1	1
2.	Mr. Rahul Ramteke	Non-Executive NonIndependent Director	Member	1	1
3.	Mr. Nilesh Tiwari	Non-Executive Independent Director	Member	1	1
*The Company Secretary of the company, acts as the secretary to the committee.

During the financial year 2024-25, the members of the Stakeholder Relationship Committee met once on 14^th February, 2025.

Requisite quorum was present during the meeting.

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non-receipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholders Relationship Committee is as mentioned in the provisions of Section 178(5) of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31^st March 2025.

33. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

34. POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive Information (UPSI)

All the above policies have been displayed on the website of the www.disharesourcesltd.com.

35. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013.

36. SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the Rules thereunder.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the financial year 2024-25 under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further, the Company has not received any complaints pertaining to sexual harassment. Accordingly, the requirement of disclosing the number of complaints received, disposed of and or pending for more than 90 days is not applicable.

Number of complaints of Sexual Harassment received in the Year	0
Number of Complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

37. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

After the end of the financial year 2024-25, company got an in-principal approval from BSE (Bombay Stock Exchange) as on 08^th April, 2025. However, due to unforeseen challenges in the opening of the designated bank account, the proposed issue could not be completed.

Considering the above-mentioned change, there were no other material changes and commitments, which may have adverse effect on the operations of the Company.

38. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Companyâs Business.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961 during the financial year under review.

Statement that the company has complied with Maternity Benefit Act.	The Company confirms that the provisions of the Maternity Benefit Act, 1961 are not applicable, as the female employee does not fall within the criteria specified under the Act during the Financial Year 2024-25.
Number of employees as on	4 (Four)
the closure of financial year
Female:	1
Male:	3
Transgender:	0

42. APPRECIATION:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their appreciation for the commitment displayed by all employees of the Company. Further, your director expresses the gratitude towards all stakeholders for the support extended as provided till date and expects the same support in the future endeavors.

Mar 31, 2024

The Board of Directors (the "Board") of Dislm Resources Limited ("your Company"/ "the
Company") is pleased to present the I9^l,h (Twenty Mi nth) Annual Report and the Audited
Financial Statements of your Company For the Financial year ended 31* March, 2(124
("Financial Year tinder review").

II) FINANCIAL SUMMARY AND IIIGIILIGHTS:

The financial performance of the Company for the Financial Year under review and for the
previous financial year ended on 3L^a* March, 2024 is given below:

fAmount in R.s,l

Particulars	Current Year	Previous Year
Particulars	(2023 24)	(2022-23)
Revenue from operations	1,4 0,73,6-80	3,71,18,633
Other Income	3.19,41,543	67,70,191
Total revenue	4,59,15,223	4,39,98,814
Expenditure
Employee benefits expenses	15,54,000	14,84,000
Other expenses	1,51,26,137	3,79,51,719
Total expenses	1,66,90,137	3,94,35,719
Profit/(Less) before exceptional and extra ordinary items and tux	2,92,35,096	44,53,095
Tux expense:
Current Tax	(49,83,28 )	f 6,9 4,69 3)
Less: MAT Credit	17,62,020	1,50,023
Deferred Tax	41,29,730	-
Net profit/(Loss) for the year	3,02,43,552	39,08,440
Total Other Comprehensive Income	9,39,530	5,51,30,298
Total Comprehensive Income	3,11,03.082	5,90,38,737
Earnings Pei¹ Share (EPS)
Basic	4.25	8.07
Diluted	4,25	8.07

[2] STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE:

The Company''s main object is to carry on the business of industrial supply including precious
and semi-precious metals, Logistic; Services, Trading of waste paper., recycling of paper, trading
of textile, coal and coal related products. Also, the Company deals into ''Trading of Metal items
(coil/shccts/pLates), Motor blowers & condensers, copper pipe, copper fittings & in Fabrics
Crey doth & finish doth and trading in stocks.

During the financial year 2023-24, the company delivered a Strong performance, due to
increase in Long term gain _on sales of shares &. partial gain in interest income, in compare to
financial year 2022-23. It is nearly 10 times of the net profit generated in the previous year.
The better results of the company are generated due to dealing and trading in securities.
Further, as per the survey, during the financial year, enhanced participation of retail investors
1 ended stability to the capital market and it resulted beneficial for the company.

The total revenue of the Company from operation stood at Rs. 1.40.73,680/- in current FY
202 3-24 a s contrast to Its, 3,71,18, Ej33 /- in the previ oils FY 2 0 2 2-23,

The Total Espouses were 1,66,80,137/- during current FY 2023-24 in contrast to Rs.
3,94,33,719/- in the previous FY 2022-23.

The Net Profit after Tax was its. 3,02,43,532/- for the year 2023-24 compared to Net profit of
Rs, 39. Of].440/- for the year 2022-23.

The Directors assure the stakeholders of the Company to continue their efforts and enhance
the overall performance of the Company in the coming Financial Year.

f31 SHANK CAPITAL:

I Amount in INR Thousands!

Year	Authorised Capital		Issued Capital		Subscribed Paid-Up Ca	Capital & pital
Year	Shares	Rs.	Shanes	Rs.	Shares	Its.
2023 24 [C.F.Y.]	Â¦8000 000	BO 000,0	7500800	75008.0	7315500	73155.0
2022-23 \|P,K.Y.]	8000000	80000,0	7500800	75008.0	7315500	73155.0

The Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares [including sweat equity shares) to the employees or Directors of
the Company, under any Scheme, No disclosure is required under Section 67[3)[cl of
Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the
Company as the provisions of the said Section arc not applicable.

Ml TRANSFER TO RESERVE:

The Company docs not propose to transfer any amount to reserves of the Company. I lowcvci,
during the year net profit of Rs. 3,02,43,552/- was retained in the profit & Loss account,

151 DIVIDEND:

During the Year under review, the turnover and profitability of the Company has grown
sufficiently, However, your directors, in order to conseive the resources and recognizing the
need for conserving cash to augment its working capital to continue the growth momentum,
thought it would he prudent to plough back the profits for the year for the operations and do
not reco m m end any d i vidend for the yea r 2 0 2 3-24 und er review.

|0| DETATI.S OF fllREfTOR.S / KEYMAMAfiEBIALPERSONNEL APPOINTED/BESlfiMEP;
Retirement by Rotation;

Pursuant to the provisions of Section 152[6) of the Companies Act, 2013, Mr. Rahul Kami eke
[DIN: 08354776) retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himseif for re-appointment

Your directors recommend Ills re-appointment for approval of die members and the brief
details as required under regulation 3&[3) of SEBI Listing obligations and Disclosure
requirement, Regulations 2015, read with secretarial standaixJ, is provided as Annexure to the
notice of the Annual general meeting.

Appointment:

During the financial year Under review, following directors were appointed by the hoard as an
additional director in the board meeting held on 12/02/2024:

Name of Directors	Designation	DIN
Mr. Nilesh Tiwari	Independent Director	10488420
Mrs. Paditiaja Deshinukh	Independent Director	10280913
Mr. Shekhar Moreshiya	Non-executive Director	10501630
Mr. Suyog Nil da war	Executive Director	07864158

Re-appointment

Board members pursuant to the requirements of the companies Act, 2013, approves and offers
to the member for re-appointment, of Mr. Rahul Ram take (DIN: 08354776} who retires by
rotation at the ensuing annual general meeting.

Board members after considering the expertise and experience of Mr. Krishna Awtar Itabra
{DIN: 00650817}, recommend his re-appointment as managing Di reel or before the members
i n the u pco m i ng a n nua I gen era I meeti ng fo r t he fu r he r te rm of 3 years, as the earlie r te rm of 5
years, duly approved by the members gets expire on i 3^th August, 2025.

Since, before one year, it is beneficial and cost effective for the company to get the approval
from the members in the upcoming annual general meeting.

Cessation:

[luring the year under review, following directors have resigned;

Name of Directors	Designation	Date	DIN
Mr. Ne-ei-jl Kumar Maheshwari	Director	13/07/23	01010325
Mr. Vipul Vashi	Jndeuendent Director	13/07/23	06930448
Ms. Mukta Maheshwari	Director	12/02/24	00194635
Mr. lugdish Prasad Kabra	Independent Director	12/02/24	00482014
Mi''. Navccn Ashnk Kumar Maheshwari	Independent Director	12/02/24	05239915
Mr. Pradeep Kumar Dad	Independent Director	12/02/24	07658809

K^y Managerlal Personnel;

The following persons were-designated as Key Managerial Personnel as on 31.03.2024:

SR KO.	NAMEOFKMF	DESIGNATION
1.	Mr. Krishna AwtarKabra	Managing Director
2.	Mr. Vijuvbhai Vrailal Mehta	Chief Financial Officer fCFOl
3.	ââMs. ntiwam Nanar	Comnanv Secretarv anti Co mu ha nee officer

JMs. Dlnvani Nagar was appointed hy the board in their meeting held on 26.05.2023.

The Company has compiled with the requirements of having Key Managerial Personnel as per
provis ions o f Sectio n 2 0 3 of th e Compan ies Act, 2013.

[7| DETAILS OF HOLDING/SIJRS] RARY COMPANIES:

The Company doesn''t have any Holding/ Subsidiaiy/ Joint Ventures/ Associate Companies at
the beginning of the year, during tire year or at the end of the year and hence there Is no
.requirement of giving the statement containing the salient feature of the financial statement of
the Company''s subsidiary or subsidiaries, associate company or companies and joint venture
or ventures,

m DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other
than the exempted deposit a.s prescribed under the provision of the Companies Act, 201 3 and
the rules framed there under, as amended from time to time. Hence there are no particulars to
report about the deposit failing under Rule 8 (SIM and (vi) of Companies [Accounts) Rules,
2014.

m DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS Oft
COURTS OR TRIBUNALS:

During ihe year under review t lie re were no significant and materiid orders passed by any
Regulators or Court or Tribunals which may have impact on the going concern status or which
may have impact on the Company''s operation in future.

1101 ISJTFRNAI FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate
with the size and nature of husincss of the Cnmpany. The Company has adopted the pnlicies
and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds
and errors, tire accuracy and completeness of the accounting records, and the timely
preparation of re liable financial Information.

|11| CONSRRVATION OF ENERGY. TEfllNDmCY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 road with Rule fi [3) of Companies
[Accounts) Rules, 2014, the Board of Directors hereby declare that there are no particulars to
report for the Conservation of Eneigy & Technology Absorption. There was no foreign
exchange earnings and outgo during the year unde]'' the review.

[12] PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2} of
Co m pa [i i tf s (Appoi n i m on i a nd Re m u nerati on of Manager!a I Pe rso nnelj K ales, 2014.

[131 AUDITORS AND THFilR REPORTS:

fAf STATUTORY AUDITORS:

M/s- S- N. Shah & Associates (Firm Registration No. 1U97S2W) were re-appointed as Statutory
Auditors of the Company for the second term of 5 (Five) consecutive years to hold office From
the conclusion of the 27th (Twenty-Seventh) Annual General Meeting (AGM] till the
Conclusion Df 3 2nd (Thirty-Second) Annual General Meeting of the Company.

The holes on financial statements referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments- The report does not contain any qualification,
neseivation or adveiâse remark.

fBl SECRETARIAL AUDITORS:

The Board of Directors of the Company has, in compliance with the provisions of Section
204(1 J of the Companies Act, 2013 and rules made in this behalf, appointed M/s. Uinesh Ved &
Associates, Company Secretaries to carry out Secretarial Audit of the Company for the
Financial Year 2022-24, The Report of the Secretarial Auditor is annexed to this Report as
âAnnexure A" which is self-explanatory and gives complete information.

There is no qualification or remark in secretarial auditor''s report-

fO INTERNAL AUDITORS:

Thu Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as
Internal Auditors of the Company to carry'' out Internal Audit of the Company far the Financial
Year 2 Cl 2 3-24. The Audit Committee of the Board of Directors in consultation with the Internal
Auditors, formulate ihe scope, functioning periodicity and methodology lor conducting the
Internal Audit.

1D1 COST RECORDS AND COAT AUDITORS;

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not
applicable to the Company.

|14| msni.OSIlRE UNDER SECTION 197f121 AND RIME 51D OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS RULES.
2014:

There was no employee drawing remuneration requiring disclosure under section 197[12]
and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Itules,
2014. Required details are annexed to tills Report as "Aimesure B."

fl5l LISTING 01 SHARES;

The Equity Shares of the Company are listed on the Bombay Stock Exchange with security
ID/symbol ofDRL-

The Company confirms that the Annual Listing fees of Bombay Stock Exchange is paid for the
year 2023-24;

[1 ft] DlHEfTflftS HFSPflNSIBI''ri.VSTATEMENT:

As required under the provisions oF Section 134 of the Companies Act, 2013, tn the host of
their knowledge and belief the Board of Directors hereby submit that:

{a) In the preparation of the annual accounts for the year ended 2023-24, the applicable
accounting standards have been followed along with proper explanation reialing to
material departures.

(h) 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
fai r view of the sta te of a ffai rs o f the Compa ny at the e nd of the fi na ncial year 2023-24
and of the profits of the Company for that period.

[cj The Directors have taken proper and sufficient care for the maintenance of adequaie
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irreguferities.

(d) The Directors have prepared the annual accounts on a going concern basis.

[c) The Directors have Laid down internal financial controls as required by Expianation to

Section 134(5)0) of the Act] to ho followed by the Company and such internal financial
controls arc adequate and arc operating effectively,

[i] The Directors have devised proper systems to ensure compliance with the provisions
of applicable laws and such systems are adequate and operating effectively.

|17| I.ORPflRATr CflVrRNANCE:

The Regulation 27(2)(a) of 3EE5I (Listing Obligation and Disclosure Requirement} Regulations,
2015 regarding Corporate Governance is not applicable to the Company, as Company Is
exempted under criteria of Regulation 15[2)[a] of SEB1 (Listing Obligation & Disclosure
Requirements} Regulations, 2015, being the paid-up capital of the Company being less than
Rs.10 Crore and Net Worth being less than Rs. 25 Crones, the threshold limit as prescribed
therein.

I1BJ MANAGEMENT DISCUSSION AMD ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and L)isclosure Requirements] Regulations, 2015 is annexed as "Annex.ure-C".

1191 COMPLIANCE WITIf TUT SECRETARIALSTANDARD:

The Company lias complied with all the provisions of Secretarial Standards on Board Meetings
and General Meetings issued by the Institute of Company Secretaries o find in.

(201 RELATED PARTY TRANSACTION5

All Related Party Transactions that were entered during the year 2023-24 under repori were
on an arm''s length basis and in the ordinary course of business. There were no materially
significant Related Rarty Transactions made by tbe Company during the year which may have
potential conflict with the interest of the Company hence, there is mo information to he
provided as required under Section 134[3](h] of ihe Companies Act, 2013 read with Rule 6(2)
of the Companies [Accounts) Rules, 20)4.

The details of the Related Party Transactions are provided in the notes to the accounts i.e.,

30(b). Members are requested to refer the same.

1211 PARTICULARS OF LOANS / GUARANTEES l INVESTMENT:

The Particulars of investment and loans, made under Section 160 of the Companies Act, 2013
are furnished in the Notes No. 3, 4 & 10 to the Tin uncial Statements for the year ended 31^stMarch 2024.

The Company has not provided any guarantee or security to companies, firms, limited liability
partnerships or other patties.

1221 RISK MANAGEMENT POLICY

''Ihe Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions, It is designed to anticipate, evaluate anti mitigate risks in order to minimize its impact
on the business. It is dealt with in gi^eater details in the management discussion and analysis
section. During the year, there were no elements of risk, wbich in the opinion of the Board may
threaten the existence of the company.

The following Directors as or (ll¹¹ April, 2023, are/were independent in terms of Seed or
149(6J of the Companies Act, 201.3 and the SEBT [Listing Obligations and Disclosure
Ren u i re m er tl Re mu I atlons. 2 01 &:

Mr. Vipul Vashi	Resigned w.e.f, 13/07/2023
Mr. Pradeep Kumar Pud	Resigned w.e.f. 12/02/2024
Mr. Navcen Asltnlt Kumar Malieshwari	Resigned w.e.f. 12/02/2024
Mr. Jagdish Prasad Kabra	Resigned w.e.f. 12/02/2024
Mr. Nilesh Tiwari	Appointed w.e.f. 12/02/2024
Ms. Padmaja Deshmukh	Appointed w.e.f. 12/02/2024

The Company has received requisite declarations/ confirmations from al] the above Directors
confumi ng tliei r i n de pend ence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of
the independence as prescribed under the SEB1 (LODR), 2015 and they are independent-of the
management Further, in the opinion of the Board the independent directors possess requisite
expertise, experience and integrity. All the independent Directors nn the Board of the
Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as
notified by the Central Government under Section 150(1} of the Companies Act, 2013.

1241 DISCLOSURE UNDER SECTION 104f21 OF THIS COMPANIES ACT. 2013:

The Company has received the disclosure in Form Dill - B from its Directors being appointed
o r ro-a p pointed a n d h a s n oted th a t non e of the D i rectors are d isquali lied under Section 1M {2)
of the Companies Act, 2013 read with Rule 14(1] of Companies (Appointment and
Qualification of Directors} Rules, 2014.

1231 ANNUAL. RETURN

In terms of Section 92(3} of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annua) Return of the Company is available
on the website of the Company at www.disharesourcesJtd.com

(201 NUJUBEK OF BOARD MEETINGS:

The calendar of meetings to he held in a year is decided in advance hy the Board and circulated
to the Directors, The gap between two consecutive meetings was not more than one hundred
and twenty days as provided in section 173 of the Companies Act, 2013.

Sir (6) M eetitigs of the Board were lie I d during the flnaticlal year 2 0 23- 24 on follow i ng dates:

26^lb May, 2023, 20"'' May, 2023, 29^a< July, 2023, 12^lh August 2023, 9"¹ November, 2023, 12"¹February, 2024

Sr. No.	Name of Director	DIN	Number of Meetings entitled	Number of Meetings attended
I.	Mr. Krishna Awtar Kabra	00650817	6	6
2,	Mrs. Mukta Maheshwari	00194635	6	6
3.	Mr, Vipul Vashi	06930448	2	2
4.	Mr. Pi-jdeep Kumar find	07656899	6	6
5.	Mr. Neeraj Kumar Malieshwari	01010325	2	2
6,	Mr. N a veer Maheshwari	OS2399IS	6	6
7.	Mr. Jagdish Prasad Knbra	00482014	6	b
a.	Mr. Rahul Ramteke	08354776	5	5

*Ms. Padmafa Deshuwkh, Mr. Stlesh Tiwart, Mr. St/yny Pftfdawar and Mr. Shekhar
Moreshiya, the newly appointed additional directors attended the meeting as invitees at
the 6^th board meeting held on 12^th February, 2024.

Requisite quorum was present during the Meetings.

[27] CORPORATE SOCIAL RUSPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2Ql3 regarding Corporate Social
Responsibility is not applicable to the Company.

|2fi] RFPflRTINC OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by
any Auditor to the Audit Committee or the Hoard.

U91 DISCLOSURE UNDER THE SEXUAL HARASSMENT Oh WOMEN AT WORKPLACE
tFHEVENTIUNj FRUHIEll ION AND REDRESSAL) ACL 2013

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redress.nl of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to ereatc and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sesuai harassment at workplace, The policy aims at prevention
of harassment of employees as well as contractors and lays down the guidelines for
identification, reporting and prevention o-f sexual harassment.

During the Financial Ifear 2023-24, the Company has rot received any complaint of sexual
harassment

130] AMNUAL PERFORMANCE EVALUATION:

Incompliance with the provisions of the Act and voluntarily underStbi [LOUR] Regulations,
2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration CommiTtee,
tlie Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance of the Board as a whole
based cm various criteria. The Board and the independent Directors were of the unanimous
view that performance of the Board of Directors on a whole was satisfactoiy.

Committ ees of the Board;

The performance of the Audit Committee, the Nomination and Remuneration Committee, the
Stakeholder Relationship Committee was evaluated hy the Board having regard to various
criteria such as committee cum position, committee, processes, committee dynamics etc. The
Board was of the unanimous view that all the committees were performing their functions
satisfactorily and according to tire mandate prescribed by the board under tire regulatory
requirements including the previsions of the Act, the Rules framed thereunder and the SFB1
(Listing Obligation and Disclosure Reijniremeni) Regulation, 2Qli>.

Individual Directors:

(a) independent Directors:

in accordance with the criteria suggested by the Nomination and Remuneration Committee,
tlie performance of each independent director was evaluated by tire entire Board of Directors
(excluding the director being evaluated) on various parameters like engagement, leadership,
analysis, decision making, communication, governance and interest of stakeholders. The Board
was of the unanimous view that each independent director was a reputed professional and
brought his/her rich experience to the deliberations of the Board. The Board also appreciated
the contribution made by all the independent directors in guiding the irianagemem in
achieving higher growth and concluded that continuance of each independent director on the
Board will he in the interest of the Company.

[b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was
evaluated hy the Independent Directors at their separate meeting. Further, their performance
was a iso evaluated hy the Board of Directors. The various criteria considered for the purpose of
evaluation included leadership, engagement, transparency, analysis, decision making,
functional knowledge, governance and interest of stakeholders. The Independent Directors and
the Board were of the unanimous view that each of the non-independent directors was
providing good business and people leadership.

[31] AliniT enMMITTKK:

During the financial year 2023-24, due to resignation of independent directors and nonÂ¬
executive directors, the audit committee was reconstituted by the board.

As on the end of the financial year i.e._r 31^If March, 2024, the Committee comprises of 3 (Three)
members^- where nil being Non-executive Directors, The Composition uf the Committee and
attendance of the members is given hereunder:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vashi	Non-executive independent Director	Chairman (Till 13/07/23)	L	1
2	Mr. Pradccp Kumar Dad	Non-Executive independent Director	Member (Till 20/07/24) Chairman (till 12/02/2024)	4	4
3	Mr, Naveen Matiesliwiiri	Non-Executive had upend&iit Dirt''CtOT	Member (Till 12/02/24)	4	4
4	Mr. Rahul Rainteke	Nun-Executive Nun- independent Director	Member [From 29/07/23)	3	3
5.	Ms. Padmaja Deshimikh	Non-Executive Independent Director	Chairperson (From 12/02/24)	0	0
6	Mr. Nilcsh Tiwari	Non-Executive independent Director	Member (Frem 12/02/24)	0	0

During the financial year, 4 (Four] Audit Committee meetings were held tin Following dates!

2,6* May, Z023,12* August, 2023, 9* November, 2023 and 12^th February, 2024.

Requisite quorum was present during the meetings,

The primary objective of the Audit Committee is to monitor and provide effective supervision
(j-F the management''s financial reporting process, to ensure accurate and timely disclosures.
Integrity and quality of financial reporting. The Committee oversees the work earned out In
the Financial reporting process by the management, the Statutory Auditors, Internal Auditor,
the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by
each nI them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the
provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

Vi21 NOMINATION AN[> REMUNERATION COMMITTEE:

During the financial year 2023-24, due to resignation of independent directors and nonÂ¬
executive directors, the Nomination and Remuneration committee was reconstituted by the
board.

As on the end of the financial year i.e., 3''J^sf March, 2024, the Committee comprises of 3 (Three)
members where all being Non-executive Directors, The Composition of the Committee and
attendance of the mem be re is given hereunder:

Si. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vasili	Non-Executive Independent Director	Chairman (Till 13/07/23)	L	1
2	Mr. Pradccp Kumar Dad	Non-Executive Independent Director	Member (Till 20/07/24] Chairman (till 12/02/2024)	3	3
3	Mr, Naveen Matiesliwiiri	Non-Executive had upend&iit Dirt''CtOT	Member (Till 12/02/24)	3	3
4	Mr. Rahul Ramteke	Nun-Executive NonÂ¬ Independent Director	Member (From 29/07/23)	2	2
5.	Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson (From 12/02/24)	0	0
6	Mr. Nilcsh Tiwari	Non-Executive Independent Director	Member (From 12/02/24)	0	0

Duri nj; the yea r u rider review, three iti eeti ng o f Nomi n ati o n an d Remn r era tion Com mittee wa s
held during the financial year 2023-24 oil following date:

26* May, 2023,1Z* August, 2023,12¹* February, 2024

Requisite quorum was present during the meeting.

The primary objective of iiie Nomination and Remuneration Committee ("NRC"] is io identify
persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down including remuneration payable to the
senior management, recommend to the Board their appointment and carry out evaluation of
every director''s performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is
as mentioned in the provisions of Section 178( 1) of the Companies Act. 2013 as amended from
time to lime.

133J STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year 2023-24. due U> resignation of independent directors and nonÂ¬
executive directors, the stakeholder''s relationship committee was reconstituted by the board.

As on the end of the financial year i.e., 3J^sf March, 2024, the Committee comprises of 3 (Three]
members where all heing Non-executive Directors, The Composition of the Committee and
attendance of the members is given hereunder:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vasili	Non-Executive independent Director	Chairman (Till 13/07/23)	0	0
2	Mr. Pradccp Kumar Dad	Non-Executive Independent Director	Member (Till 20/07/24] Chairman (till 12/02/2024)	1	1
3	Mr, Naveen Matiesliwiiri	Non-Executive had upend&iit DirucLur	Member [Till 12/02/24)	L	1
4	Mr. Rahul Ramteke	Nor-Executive NonÂ¬ Independent Director	Member (From 29/07/23)	1	1
5.	Ms. Padmaja Deshmukh	Non-Executive Independent Director	Chairperson (From 12/02/24)	0	0
6	Mr. NJlesh Tiwari	Non-Executive Independent Director	Member (From 12/02/24}	0	0

During the financial year 2023-24, the members of the Stakeholder Relationship Committee
met on 12Â® February, 2024.

Requisite quorum was present during die meeting,

The Committee looks into the grievances of the Shareholders related to transfer of shares,
payment of dividend and non-receipt of annual report and recommends measure for
expeditious and effective investor service.

The Co in position and the Terms of Reference of the Stake hoiders Relationship Committee is as
mentioned in the provisions of Section 178(5} of the Companies Act, 2013 as amended from
time to time.

The Company has duly appointed Registrar and Share Transfer Agent (Jt&T Agent) for
servicing the shareholders holding shares In physical nr dematerlallzed form. All requests Tor
dematerialization of shares are likewise processed and confirmations thereof are
communicated to the investors within the prescribed time. There were no complaints received
du ring th c yea r ended 31^!t M ? rch 2 024

MW VIGIL MECHANISM;

Pursuant to Section 177(9} of the Companies Act, 2013, the company has adopted Whistle
Blower Policy to deal with any instance of fraud anti mismanagement- The employees of the
company are free to report violations of ary laws, rules, regulations and concerns about
unethical conduct to the Audit Committee under this policy. The poiicy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination with
any person fur a genuinely raised concern,

T351 POLICIES:

In accordance with the requirements of the Companies Act, 2013 arid SEEl [LODR)
Regulations, 2013, the Hoard of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPS J

4. Person Authorised for determining the materiality of any event or transaction or
information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

S. Code of Practices and Procedures for Fair Disclose res of Unpublished Price Sensitive
Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price
Sensitive information (UPSI)

All the a hove imllcles have been displayed on the website of thc_www.disha resnurcesltd.com
|A hj TRANSFER TO THE lNVF.tTOR Fill I (''ATI ON ANfl PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do
not apply as there was no dividend declared and paid in last Eight years so the Company was
not required to transfer any amount to the Investor Education and Protection Fund (IEPK)
established by the Central Government pursuant to the provision of Section 12S (e) of the
Companies Act, 2013 as there is no amount unclaimed fora period of 7 years from the date it
became due for repayment.

1371 MATERIAL CHANGE-SAND COMMITMENTS IF AWAFTER BALANCE .SHEET DATE:

There are no material changes and commitments, which may have adverse effect on the
operations of the Company.

T381 CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Company''s Business.

T391 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the
name of Company under the Insolvency and Bankruptcy Code, 20 Lb.

I4QI DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement et loans taken from the
Banks Or Financial Institutions,

|41 | APPRECIATION:

Your directors would like to express their sincere appreciation for the co-operation and
assistance received from the Hanker, Regulatory Hedies and other Business associates who
have extended their valuable sustained support and encouragement during the year under
review.

Your directors take litis opportunity to recognize and place on record their gratitude and
Â¦appreciation for the commitment displayed by all executive officers anti staff at all levels of the
Company. We look forward for the continued support of all stakeholders and members in the
future and we are very thankful for the confidence shown in the Company.

FOR ANl> ON BEHALF OF BOARD OF DIRECTORS OF
OISHA RESOURCES LIMITED

KRISHNA AWTAR KARRA

PLACE: AHMEDABAD CHAIRMAN & M ANAGINGDIRECTOR

DATE: 20/08/2024 DIN; 00650817

Mar 31, 2015

Dear Members,

Your Directors have the pleasure in presenting the 20th Annual Report together with the Audited Statement of Account of the Arihant Avenues and Credit Limited for the year ending on 31st March, 2015.

(Amt. in Rupees)

Particulars 2014 - 2015 2013 - 2014

Revenue from operations 4,450,759.00 4,559,963.96

Total revenue 4,450,759.00 4,559,963.96

Expenditure

Employee benefits expenses 306,000.00 294,000.00

Other expenses 2,337,570.68 1,895,664.38

Total expenses 2,643,570.68 2,189,664.38

Profit before exceptional and extra ordinary items and tax 1,807,188.32 2,370,299.58

Profit before tax 1,807,188.32 2,370,299.58

Tax expense :

Income tax for earlier years 103,975.00 0.00

Provision for income tax 400,000.00 414,159.00

Net profit for the year 1,303,213.32 1,956,140.58

2. APPROPRIATIONS:

The Opening Balance of Surplus of Profit and Loss shown under the head "Reserves and Surplus" was Rs.14076967.29/. During the year under the review, the profit of Rs. 1,303,213.32 was also added. The Closing Balance of Surplus of the Profit and Loss shown under the head "Reserves and Surplus" was Rs.15380180.61/.

3. COMPANY PERFORMANCE:

During the year under the review there was a decline in total income of 2.39% in comparison to the previous year. The decline is mainly attributed to the interest rate. The total expenses have increased by more than 20.7% and the net profit after tax have declined by about 33.38%. However, your Directors are expecting to achieve better results in time to come.

4. DIVIDEND:

Your directors do not recommend payment of any dividend for the financial year ended 31st March,2015, in order to conserve the resources of the Company. The Company will retain the earnings for use in the operations of future projects and strive to increase the networth of the stakeholders.

5. CHANGE IN NATURE OF COMPANY BUSINESS :

The Company is engaged in the investment activity. There is no change in nature of Company Business.

6. DETAIUS OF DIRECTORS/KEY MANAGERIAUPERSONNEU APPOINTED /RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, none of the directors are liable for retire by rotation at the ensuing Annual General Meeting.

ii. Cessation:

There was no cessation of director during the year.

iii. Appointment of Additional / Women Director:

Mrs. Mukta Maheshwari was appointed as an Additional Director (Women Director) on the Board w.e.f. 27th March, 2015. Mrs. Mukta Maheshwari, Additional Director to hold office till this Annual General Meeting proposed to be appointed as a Director of the company. The necessary resolution proposing her appointment as Director has been proposed in the Notice convening the said Annual General meeting.

iv. Appointment of CEO & CFO:

During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 Mr. Vijaybhai Vrajlal Mehta was appointed as Chief Finance Officer w.e.f. 27th March, 2015 and change in designation of the Mr. Krishna Awtar Kabra from Whole time director to Managing Director w.e.f. 14th August, 2015. The necessary resolution proposing his appointment as Managing Director has been proposed in the Notice convening the said Annual General meeting. .

v. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1) Shri Vijaybhai Vrajlal Mehta: Chief Financial Officer (CFO)

2) Shri Krishna Awtar Kabra: Managing Director

7. DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company does not have any Holding or Subsidiary Company.

8. FIXED DEPOSIT:

The Company has not invited any deposit within the meaning of Chapter V and other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 ( 5 ) ( v ) and ( vi ) of Companies (Accounts) Rules, 2014.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

10. INTERNAL FINANCIAL CONTROLS:

The Company has an adequate internal financial controls to support the preparation of the financial statements.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 ( 3 ) of Companies (Accounts ) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review.

12. PERSONNEL:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

13. AUDITORS AND THEIR REPORTS:

(A) STATUTORYAUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. V.K. Moondra & Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y. 2014-2015, as approved by the members at their Annual General Meeting held on 30th September, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment forthe F.Y.2015-16.

The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self-explanatory.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company appointed M/s. Jalan Alkesh & Associates, Practising Company Secretaries, conduct Secretarial Audit for the F.Y. 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure 4 which is self explanatory and give complete information.

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure 4 to this Report. With regard to observations or qualifications made in their report, the explanation for the same are as under:

"The Company is a Small Sized Company and is having lesser income. The employment of the Company Secretary will require making payments to the Company Secretary. Further the Company is in the process of finding out a suitable candidate with appropriate remuneration."

a) With regard to the donations, in the proposed annual report the Company has put a resolution for the approval of the members for making donations in excess of the prescribed limits.

b) The Company proposes to provide full connectivity with Registrar and Transfer Agent and thereafter it will enable the Company to provide evoting facility to its members.

Other observations are self explanatory and the Board ensures that it will take measures for the compliance of the same.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed Mr. Harsh Jaju, Chartered Accountant, (M. No.: 140613) as Internal Auditors of the Company for the F.Y. 2015-16.

4. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

Disclosure Under Section 197(12) And Rule 5(1) Of The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure 1 to this Report and is available on the website of your Company.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement are annexed as Annexure 2 to this Report.

16. LISTING OF SHARES:

The shares of the company are listed atAhmedabad Stock Exchange and Bombay Stock Exchange. Listing fees of Stock Exchanges is paid for the year 2014-2015.

17. DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

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

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

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

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

18. CORPORATE GOVERNANCE:

The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the Company, the paid-up capital of the company being less than Rs.10 corers and networth is less than 25 crores, the threshold limit as prescribed therein.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Company's website. Related Party Transactions Policy is available on the Company's Website. The details of the related party transactions are provided in the notes to the accounts. Members are requested to refer the same.

20. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 215.

21. RISK MANAGEMENT POLICY

Risk Management is done by way of systematically identifying, quantifying, and managing all risks and opportunities that can affect achievement of a corporation's strategic and financial goals. The Board is responsible for framing and monitoring the risk management plan for the company. Risk Management Policy is framed by the Board and they are reviewing the risk management policies and system periodically..

The risk mitigation is done by using the following key strategies:

a) Risk Avoidance: By not performing an activity that could carry risk.

b) Risk Transfer: Mitigation by having another party to accept the risk, either partial or total, typically by contract or by hedging.

c) Risk Reduction: Employing mitigations methods/solutions that reduce the severity of the loss.

d) Risk Retention: Accepting the loss when it occurs. Risk retention is done for small risks where the cost of insuring against the risk would be greater over time than the total losses sustained. All risks that are not avoided or transferred are retained by default. This includes risks that are so large or catastrophic that they either cannot be insured against or the premiums are infeasible.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

22. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY:

The Company has adequate internal control system and procedures to ensure that all the assets of the company are safeguarded and protected against any loss and that all transactions are properly authorised and recorded. The company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-fraud framework. This framework is regularly reviewed by the management and internal audit team and presented to the audit committee. The internal auditor team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board.

23. DECLARATION BY INDEPENDENT DIRECTORS :

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 ofthe Listing Agreement:

(a) Shri Jayantilal N. Shah

(b) Shri Dineshkumar Maheshwari

(c) Shri PawankumarN. Somani

(d) Shri Dineshchandra Turakhia

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

24. EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure 3 to this Report.

25. NUMBER OF BOARD MEETINGS:

During the year the Board of Directors met 6 times.

26. CORPORATE SOCIAL RESPONSIBILITY:

Arihant Avenues and Credit Limited has been implementing a range of CSR activities over the last several years, in areas like poverty alleviation, healthcare, education, women's welfare in rural India, etc. Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has constituted a CSR Committee.

Shri Krishna awtar Kabra is the Chairman of the Committee and Shri Satyanarayan Kabra and Shri Dinesh Maheshwari are the members of the CSR Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy and the Company's philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large.

The provision of Corporate Social responsibility are not applicable to the Company.

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

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permenant, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

28. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out of the working of the Board and its Committees, i.e. Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors: -

* Participation in terms of adequacy (time & content) * Contribution through expertise and perspective * Guidance / support to Management outside Board / Committee meetings

(b) For Executive Directors: -

Leadership initiative, Initiative in terms of new ideas and planning for the Company, Professional skills, problem solving and decision making, Compliance with policies of the Company, ethics, Code of Conduct etc., Reporting of frauds, violations etc., Safeguarding of interest of whistle blowers under vigil mechanism, Timely inputs of the minutes of the meetings of the Board and Committee, if any.

The Board reviewed each committee's terms of reference to ensure that the company's existing practices remain appropriate. Recommendations from each committee are considered and approved by the board prior to implementation.

The Board reviewed each committee's terms of reference to ensure that the company's existing practices remain appropriate. Recommendations from each committee are considered and approved by the board prior to implementation.

29. AUDIT COMMITTEE:

The company is having an audit committee comprising of the following directors:

Name Status Category

Shri Pawankumar Somani Chairman Director

Shri JyantibhaiN. Shah Member Director

ShriDineshA. Turakia Member Director

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

30. NOMINATION AND REMUNERATION COMMITTEE:

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Shri Pawankumar Somani Chairman Director

Shri JyantibhaiN. Shah Member Director

ShriDineshA. Turakia Member Director

The Committee has ensured that any person(s) who is/are appointed or continues in the employment of the company as its chairman, managing director, whole time director shall comply with the conditions laid out under Part I of Schedule V to the Act, 2013. Criteria for performance evaluation, disclosures on the remuneration of directors, criteria of making payments to non executive directors have been disclosed as part of corporate governance report attached herewith.

31. STAKEHOUDERS REUATIONSHIP COMMITTEE:

The company is having a Stakeholders Relationship Committee comprising of the following directors:

Name Status Category

Shri Pawankumar Somani Chairman Director

Shri JyantibhaiN. Shah Member Director

ShriDineshA. Turakia Member Director

The Committee oversees performance of the Registrars and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

32. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act,2013 and Listing Agreements, a Vigil Mechanism or 'Whistle Blower Policy' for directors , employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the company.

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company.

35. HUMAN RESOURCES:

The well disciplined workforce which has served the company lies at the very foundation of the company's major achievements and shall well continue for the years to come. The success of the Company and good track record are largely attributable to the remarkable commitment, dedication and hard work of the employees. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. 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. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company's performance. Remuneration and performance are strongly linked together through bonus schemes and increments.

36. CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis report describing the company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed and implied. Important factors that could make a difference to the company's operations include among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the company operates, changes in the government regulations, tax laws and other statutes and incidental factors.

37. APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thanks Governments of various countries where we have our operations especially Government of India and its various Ministries.

Your Directors looks forward for their continued support in the future for the consistent growth of the company.

For and On Behalf of Board of Directors of ARIHANT AVENUES & CREDIT LTD.

Date : 14th August, 2015 Place : Ahmedabad Satyanarayan Kabra Chairman DIN : 00540293

Mar 31, 2012

To, The members,

The Directors have the pleasure in presenting the Annual Report together with the Audited Statement of Account for the year ending on 31st March, 2012.

Financial Results :

Particulars Current Year Previous Year

Income from Operation 2011651 7198243

Other Income 4197957 0

Depreciation 0 0

Profit / (Loss) for the year 2503802 3220123

Income Tax ( Earlier year ) 50895 79989

Provision for Income Tax 800000 1100000

Net Profit / (Loss ) after provision for Tax 1652907 2040134

Balance Brought forward from previous year 8719745 6679610

Bakmce carnedto Balance sheet 10372652 8719745

DIVIDEND:

Your directors do not recommend any dividend for the year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FORETGN EXCHANGE EARNINGS AND OUTGO

The disclosures required to be made pursuant to the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Report of Directors) Rules, 1988 are not applicable. There was no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

The information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975 does not apply as no employee fall within that category.

AUDITORS The auditors M/s. V.K. Moondra & Co., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be . within the limits of Section 224 (1) (B) of the Companies Act, 1956. The Directors recommend for their reappointment.

AUDITORS QUALIFICATION:

There is no adverse qualification or remarks or comments made by the Auditors in its report.

DEPOSITS :

Your Company has not contravened the provisions of Section 58 A of the Companies Act, 1956.

LISTING .

The shares of the company are listed at Ahmedabad Stock Exchange and Mumbai Stock Exchange. Listing fees of Bombay Stock Exchange is paid for the year 2012 - 2013, while that of Ahmedabad Stock Exchange is unpaid.

DIRECTORS RESPONSIBITT Y STATEMENT :

1. The annual accounts have been prepared by following the applicable accounting standards together with proper explanation relating to material departures.

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 of the profit and loss account for that period.

3. The directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

5. The annual accounts are prepared on going concern basis.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE :

There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under the review the capital market was a period of profit booking. The company has liquidated its investment made in the shares. The operating income was Rs. 2011651 and other income was Rs. 4197957. Since investment made in the equity shares are subject to greater risk and return, the company expects that with the improvement in the capital market the risk will decline and there will be more returns. Further capital market is subject to various internal and external factors such global economic scenario, political stability, economic policies of the government, tax factors affecting the capital market etc. Though the directors of the company have a wide experience in the field of capital market but the company have no control over the external factors while making investment. However due to their wide experience and critical analysis the company is taking steps to overcome the situation.

Statements made in the above para in regard to projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and effect the actual results which could be different from what Directors envisage in terms of future performance and outlook.

APPRECIATION :

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company.

For, and On Behalf of Board of Directors of

ARIHANT AVENUES & CREDIT LTD.

Date: 08/06/2012

Place : Ahmedabad

K.J.KABRA

MANAGING DIRECTOR

Mar 31, 2011

The Directors have the pleasure in presenting the Annual Report together with the Audited

Statement of Account for the year ending on 31st March, 2011.

Financial Results:

Particulars Current Year Previous Year

Income from Operation 7198243 17538948

Depreciation

Profit / (Loss) for the year 3220123 3397277

Income Tax ( Earlier year ) 1100000 1045950

Profit / (Loss ) after provision for Tax 2040135 2171635

Balance Brought forward from previous year 6679611 4507975

Balance carried to Balance sheet 8719745 6679611

DIVIDEND:

Your directors do not recommend any dividend for the year.

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

The disclosures required to be made pursuant to the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Report of Directors) Rules, 1988 are not applicable. There was no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

The information required to be given pursuant to the provisions of Section 217 (2A) of the

Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 do not apply.

DIRECTORS :

Shri Satyanarayan J. Kabra and Shri Dinesh A. Turakhia, Directors of the Company who retires by rotation under Article 104 of Articles of Association of the Company and being eligible offers themselves for re-appointment as directors of the Company.

AUDITORS:

The auditors M/s. V.K. Moondra & Co., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be within the limits of Section 224 (1) (B) of the Companies Act, 1956. The Directors recommend for their reappointment.

DEPOSITS:

Your Company has not contravened the provisions of Section 58 A of the Companies Act,1956.

LISTING:

The shares of the company are listed at Ahmedabad Stock Exchange and Mumbai Stock Exchange (Trading in securities is suspended due to panel reason). Annual Listing fees of Bombay Stock Exchange, NSDL and CDSL are paid for the year 2010Ã 2011, while that of Ahmedabad Stock Exchange is unpaid. Trading in securities of the Company at BSE is under suspension.

DIRECTORS RESPONSIBILITY STATEMENT:

1. The annual accounts have been prepared by following the applicable accounting standards together with proper explanation relating to material departures.

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 of the profit and loss account for that period.

3. The directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

4. The annual accounts are prepared on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under the review the capital market was a period of profit booking. The company has liquidated its investment made in the shares. The operating income was Rs. 7198243/-. Since investment made in the equity shares are subject to greater risk and return, the company expects that with the improvement in the capital market the risk will decline and there will be more returns. Further capital market is subject to various internal and external factors such global economic scenario, political stability, economic policies of the government, tax factors affecting the capital market etc. Though the directors of the company have a wide experience in the field of capital market but the company has no control over the external factors while making investment. However due to their wide experience and critical analysis the company is taking steps to overcome the situation.

Statements made in the above Para in regard to projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which could be different from what Directors envisage in terms of future performance and outlook.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company.

By Order of the Board of Directors Date : 27-07-2011

Place : Ahmedabad KRISHNAVATAR J KABRA

CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2010

The Directors have the pleasure in presenting the Annual Report together with the Audited Statement of Account for the year ending on 31st March, 2010.

Financial Results:

Particulars Current Year Previous Year

Income from Operation 17538948 5493253

Depreciation

Profit / (Loss) for the year 3397277 3697369

Income Tax ( Earlier year) 10459508 41909

Profit / (Loss ) after provision for Tax 2171635 2855460

Balance Brought forward from previous year 4507975 1652516

Balance carried to Balance sheet 6679611 4507975

DIVIDEND:

Your directors do not recommend any dividend for the year.

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

The disclosures required to be made pursuant to the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in respect of Report of Directors) Rules, 1988 are not applicable. There was no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

The information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 do not apply.

DIRECTORS:

Shri Krishnaavatar Kabra and Shri Pawan Kumar Somani, Directors of the company who retires by rotation under Article 104 of Association of the Company and being eligible offers themselves for re appointment as directors of the Company.

AUDITORS:

The auditors M/s. V.K. Moondra & Co., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be within the limits of Section 224 (1) (B) of the Companies Act, 1956. The Directors recommend for their reappointment.

DEPOSITS:

Your Company has not contravened the provisions of Section 58 A of the Companies Act, 1956.

LISTING:

The shares of the company are listed at Ahmedabad Stock Exchange and Mumbai Stock Exchange. Annual Listing fees of Bombay Stock Exchange, NSDL and CDSL are paid for the year 2010- 2011, while that of Ahmedabad Stock Exchange is unpaid.

DIRECTORS RESPONSIBILITY STATEMENT:

1. The annual accounts have been prepared by following the applicable accounting standards together with proper explanation relating to material departures.

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 of the profit and loss account for that period.

"3. The directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

4. The annual accounts are prepared on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS:

During the year under the review the capital market was a period of profit booking. The company has liquidated its investment made in the shares. The

operating income was Rs. 17538948/-. Since investment made in the equity shares are subject to greater risk and return, the company expects that with the improvement in the capital market the risk will decline and there will be more returns. Further capital market is subject to various internal and external factors such global economic scenario, political stability, economic policies of the government, tax factors affecting the capital market etc. Though the directors of the company have a wide experience in the field of capital market but the company has no control over the external factors while making investment. However due to their wide experience and critical analysis the company is taking steps to overcome the situation.

Statements made in the above Para in regard to projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which could be different from what Directors envisage in terms of future performance and outlook.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company.

By Order of the Board of Directors

Date: 17-06-2010

Place: Ahmedabad KRISHNAVATAR J KABRA

CHAIRMAN &MANAGING DIRECTOR

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