Directors Report of Flomic Global Logistics Ltd.

Mar 31, 2025

The Directors are pleased to present 44^th Annual report and the Audited Financial Statement for the year ended 31^st March, 2025 together with the Auditor’s Report thereon.

1) Financial Summary:

Particulars	2024-25	2023-24
Total Income	50329.94	33369.03
Financial Costs	1406.95	858.38
Depreciation and Amortization	2799.34	2098.50
Profit before tax and exceptional items	474.64	309.81
Exceptional income	--	-
Profit after exceptional items before tax	474.64	309.81
Taxes(benefit)	105.09	91.26
Profit after tax	369.55	218.55
Other Comprehensive Income / (Loss)	(17.60)	(47.98)
Net Profit	351.95	170.57
Earnings per share (Basic)	2.03	1.20

2) Dividend:

Based on the Company’s performance, the Board recommended a dividend of INR. 0.10/- per share on 1,81,68,360 equity shares of INR. 10/- each, subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of INR. 18,16,836/-.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective 01^st April, 2020, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at rates prescribed as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended 31^st March, 2025, is Wednesday, 17^th September, 2025.

3) Transfer To Reserves:

During the financial year under review, the Board of Directors has not transferred any amount out of the profits to the any reserve.

4) Changes in the nature of Business:

During the year under review the Company did not undergo any change in the nature of its business.

5) Company’s Performance:

The revenue for Current Year was ? 50329.94 Lakhs, greater by 16,960.02 over the previous year’s revenue of ?33369.92 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was ? 369.55 Lakhs and ?218.55 Lakhs, respectively.

6) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings /Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of Energy:

Your Company is into the business of Logistics Sector and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not energyintensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises

iii. Capital investment on energy conservation equipment - Nil

B) Technology Absorption:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) Foreign Exchange Earnings and Outgo:

The Company records foreign currency transactions at the exchange rate (functional currency or ICICI Bank rate) on the date of the transaction.

Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognized in the Profit and Loss Account.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

Particulars	Financial Year Ended 31st March, 2025 (Amount in Lakhs)	Financial Year Ended 31st March, 2024 (Amount in Lakhs)
Foreign exchange inflows	11,856.11	8,056.798
Foreign exchange outgo	9,319.653	6,569.136

7) Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company’s website at www.flomicgroup.com.

8) Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Management’s discussion and analysis is set out as Annexure I forming part of this Annual Report.

9) Subsidiary Company:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10) Related Party Transactions:

During the year 2024-25 the Contracts Arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of CompaniesAct, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

11) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

12) Human Resources:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company''s HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

13) Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31^st March, 2025.

14) Corporate Social Responsibility:

Flomic’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company’s website at www.flomicgroup.com.

15) Directors:

a. Directors And Key Managerial Personnel:

As on 31^st March, 2025, the Company has Eight Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Five Non-Executive Directors, out of which Four are Independent Directors.

Inductions:

The Board, at its meeting held on 14^th August, 2024 appointed Mr. Ananda Baban Ghungarde as a NonExecutive Independent Director with effect from 14^th August, 2024, subject to approval of Members at the ensuing General Meeting and Mr. Abhay Milan Shah as the Company Secretary with effect from 16^th August, 2024. Further the Board appointed Mr. Abhinandan Gupta as the Chief Financial Officer and KMP of the Company effective 19^th February, 2025.

Reappointment Director liable to retire by rotation

In terms of Section 152 of the Act and Reg 17 (1C) of SEBI (LODR), Regulations 2015, Mr. Alan Lancy Barboza retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Shareholders at the 43^rd Annual General Meeting held on 19^th September, 2024 approved the following: i. Appointment of Mr. Ananda Baban Ghungarde as a Non- Executive Independent Director;

In the opinion of the Board, the Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

Additional information on appointment/re-appointment of Directors as required under Regulation 26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the ensuing AGM.

Retirements and resignations:

During the year under review, the following Directors and Key Managerial Personnel tendered their resignations:

1. Mr. Rajit Upadhyaya resigned from the position of Director with effect from 14^th August, 2024.

2. Mr. Ravikumar Bogham resigned from the position of Company Secretary with effect from 14^th August, 2024.

3. Mr. Satyaprakash Pathak resigned from the position of Chief Financial Officer with effect from 15^th February, 2025.

b. Declaration by Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

c. Board Evaluation:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

16) Familiarisation Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

17) Meetings of the Board:

The Board of Directors met Five (5) times on 28^th May, 2024, 14^th August, 2024, 12^th November, 2024, 31^st January, 2025, 19^th February, 2025 during the Financial Year 2024-25. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

18) Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31^st March, 2025, the applicable accounting standards have been followed and there are not material departures from the same.

(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 on 31^s March, 2025 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance ofthe adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared Accounts on going concern basis.

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

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

19) Nomination And Remuneration Committee:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

20) Particulars of Loans, Guarantees or Investments:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

21) Material Changes and Commitments affecting the Financial Position of the Company:

There were no material changes and commitments affecting the financial position of the Company between the financial year of the Company to which the financial statements relate and the date of the report.

22) Auditors:

A. Statutory Auditor:

M/S DOOGAR & ASSOCIATES, Chartered Accountants, (having FRN 000561N) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2027.

The report given by the auditors on the financial statements of the company is part of Annual Report. There was no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company their report is self-explanatory and does not call for further information by the Board.

B. Secretarial Auditor:

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

For identification of Secretarial Auditor, the Management of the Company had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria.

As part of the assessment, the Management also considered the eligibility and evaluated the background, expertise and past performance of M/s HD and Associates as the Secretarial Auditors of the Company from 2019 till date.

The Management presented the outcome of the assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s. HD and Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the ensuing 45^th Annual General Meeting scheduled to be held on Wednesday, 24^th September, 2025, upto the conclusion of 48^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 upto the FY2029-30.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s. HD and Associates as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 44^th Annual General Meeting scheduled to be held on Wednesday, 24^th September, 2025, upto the conclusion of 49^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 to FY2029-30.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is provided as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

23) Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

24) Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay Stock Exchange.

25) Internal Control Systems and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26) Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity.

27) Meetings of Committees of the Board:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	5
2.	Stakeholder’s Relationship Committee	1
3.	Nomination & Remuneration Committee	2

29) Particulars of Employees:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - IV and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at [email protected]

30) Whistle Blower:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company’s website www.flomicgroup. com.

31) Corporate Governance:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

32) Share Capital:

During the year under review the Authorised Share Capital is INR. 25,00,00,000 (Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR. 10/. (Indian Rupees Ten Only).

The Issued, Subscribed and Paid-up capital of the Company is INR. 18,16,83,600/- (Indian Rupees Eighteen Crores Sixteen Lakhs Eighty-Three Thousand and Six Hundred Only) divided into 1,81,68,360 (One Crore Eighty-One Lakhs Sixty-Eight Thousand Three Hundred and Sixty) Equity Shares of INR. 10/- (Indian Rupees Ten) each.

33) Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

34) Compliance with Secretarial Standards:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 20242025.

35) Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2024-25:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

36) Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

37) Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the Listing Regulations, there were no shares transferred to suspense account.

38) Acknowledgement:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and co-operation.

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Mar 31, 2024

The Directors are pleased to present 43^rd Annual report and the Audited Financial Statement for the year
ended 31^st March, 2024 together with the Auditor''s Report thereon.

1) FINANCIAL SUMMARY:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Total Income	33,369.03	42,498.02
Financial Costs	858.38	835.90
Depreciation and Amortization	2098.50	1758.30
Profit before tax and exceptional items	309.81	1279.58
Exceptional income	--	-
Profit after exceptional items before tax	309.81	1279.58
Taxes(benefit)	91.26	3,31,27,923
Profit after tax	218.55	948.30
Other Comprehensive Income / (Loss)	(47.98)	(106)
Net Profit	218.55	948.30
Earnings per share (Basic)	1.20	5.22

2) DIVIDEND:

During the year under review, the Board of Directors has not recommended dividend on the Equity
Shares of the Company.

3) TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in
the Statement of profit and loss.

4) CHANGES IN THE NATURE OF BUSINESS:

The Company did not undergo any change in the nature of its business during the fiscal 2024.

5) COMPANY’S PERFORMANCE:

The revenue for Current Year was '' 33,369.03 Lakhs, Lower by 21.48 percent over the previous
year''s revenue of '' 42,498.02 Lakhs. The profit after tax (PAT) attributable to shareholders and non¬
controlling interests for Current Year and Previous Year was '' 218.55 Lakhs and '' 948.30 Lakhs,
respectively.

6) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS /OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

A) CONSERVATION OF ENERGY:

Your Company is into the business of Logistics Sector and is not involved in any manufacturing
activity. The information as applicable and required to be provided under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not
energy- intensive. However, adequate measures have been initiated for conservation of
energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations
of the Company are not energy intensive, the Company shall explore alternative source of
energy, as and when the necessity arises

iii. Capital investment on energy conservation equipment - Nil

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards technology absorption - The minimum technology required for the
business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable LOGISTICS LTD

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows are as under:

Total Foreign Exchange Earned 8,223.95 Lakh

Total Foreign Exchange Used 6404.11 Lakh

7) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March,
2024 is available on the Company''s website at www.flomicgroup.com.

8) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”), the Management''s discussion and analysis is set out as
Annexure I forming part of this Annual Report.

9) SUBSIDIARY COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

10) RELATED PARTY TRANSACTIONS:

During the year 2023-24 the Contracts Arrangements entered into by the Company with related parties
were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies
Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013.

The related party transactions were at arm''s length basis and were in the ordinary course of business
of the Company. The other details with respect to related party transactions in Form AOC-2 are set out
in Annexure II to this Report.

11) CREDIT RATING:

The Company has been rated by Crisil Rating Limited for Bank Facilities. The long-term rating is
CRISIL BBB-/ Stable and short-term rating is CRISIL A3.

12) REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the
Company to attract, retain and motivate employees to achieve results. The business model promotes
customer centricity and requires employee mobility to address project needs.

13) HUMAN RESOURCES:

Your Company considers people as one of the most valuable resources. It believes in the theme that
success of any organization depends upon the engagement and motivation level of employees. All
employees are committed to their work and proactively participate in their area of operations. The
Company''s HR philosophy is to motivate and create an efficient work force as manpower is a vital
resource contributing towards development and achievement of organisational excellence.

14) DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet within
the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31^st March, 2024.

15) CORPORATE SOCIAL RESPONSIBILITY:

Flomic''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A
brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on
CSR activities during the year are set out in Annexure III of this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the
Company''s website at www.flomicgroup.com.

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Company has Eight Directors with an optimum combination of
Executive and Non-Executive Directors including One women director. The Board comprises of
Five Non-Executive Directors, out of which Four are Independent Directors.

The Shareholders at the Extra-Ordinary General Meeting held on 25^th April, 2023 approved the
following:

i. Appointment of Mr. Alan Lancy Barboza as an Executive Director with effect from 13^th
February, 2023;

ii. Appointment of Mr. Rajendraprasad Bhagirthi Tiwari as an Independent Director with effect
from 13^th February, 2023.

The Shareholders at the 42^nd Annual General Meeting held on 15^th September, 2023 approved
the following:

i. Re-appointment of Mr. Lancy Barobza as Managing Director Cum Chief Executive officer of the
Company for the period of 5 years with effect from 02^nd December, 2023 to 01^st December,
2028 (both days inclusive);

ii. Re-appointment of Mr. Satyaprakash Pathak as Whole-Time Director Cum Chief Financial
officer of the Company for the period of 5 years with effect from 02^nd December, 2023 to 01^st
December, 2028 (both days inclusive).

In the opinion of the Board, the Directors appointed during the year possess requisite integrity,
expertise, experience and proficiency.

In terms of Section 152 of the Act and Reg 17 (1C) of SEBI (LODR), Regulations 2015, Mrs.
Anita Lancy Barboza retire by rotation at the ensuing AGM and being eligible, offers herself for
re-appointment.

Additional information on appointment/re-appointment of Directors as required under Regulation
26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the
ensuing AGM.

b. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their
independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations
& Disclosure Requirements), Regulations, 2015. They have further declared that they are not
debarred or disqualified from being appointed or continuing as directors of companies by the
SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the
Independent Directors are persons of integrity and possess relevant expertise and experience
including the proficiency.

c. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, the
Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI
Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the
criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee.
A meeting of Independent Directors was held to review the performance of the Chairman, Non¬
Independent Director(s) of the Company and the performance of the Board as a whole as
mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The
Independent Directors also discussed the quality, quantity and timeliness of flow of information
between the Company management and the Board, which is necessary for the Board to effectively
and reasonably perform their duties. The action areas identified out of evaluation process have
been discussed and are being implemented.

17) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company has put in place a Familiarization Program for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the
training and familiarization program are provided in the Corporate governance report. Further, at the
time of the appointment of an independent director, the Company issues a formal letter of appointment
outlining his / her role, function, duties and responsibilities.

18) MEETINGS OF THE BOARD:

The Board of Directors met Four (4) times on 29^th May, 2023, 11^th August, 2023, 03^rd November, 2023,
12^th February, 2024 during the Financial Year 2023-24. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing
Regulations.

19) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31st March, 2024, the applicable
accounting standards have been followed and there are not material departures from the same.

(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 on 31^st March, 2024 and the profit
and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate
accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared Accounts on going concern basis.

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

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

20) NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of
sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of
Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a Director and recommended to
the Board the policy, relating to the remuneration of directors, key managerial personnel and other
employees.

21) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There were no loans, guarantee or investments made by the Company under section 186 of the
Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

22) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements relate and the

^{date of the} import J GLOBAL LOGISTICS LTD

23) AUDITORS:

A. STATUTORY AUDITOR:

M/S DOOGAR & ASSOCIATES, Chartered Accountants, (having FRN 000561N) were appointed
as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General
Meeting to be held in the Financial Year 2027.

The report given by the auditors on the financial statements of the company is part of Annual
Report. There was no qualifications, reservations or adverse remarks made by the Statutory
Auditors of the Company there report is self-explanatory and does not call for further information
by the Board.

B. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/S.
HD AND ASSOCIATES, Practicing Company Secretary, Mumbai, to undertake the Secretarial
Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report
is annexed herewith as Annexure IV. The Secretarial Audit Report for the year ended on 31^st
March, 2024 does not contain any qualifications, reservations or adverse remarks.

On recommendation of Audit Committee, the Board of Directors of the Company at it''s meeting
held on 29^th May, 2023 has appointed M/s. S. N. & Co. Chartered Accountants (Firm Registration
No: 128887W), as internal auditors for FY 2023-24

24) REPORTING OF FRAUD BY AUDITORS:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act,
2013 and rules framed thereunder either to the Company or to the Central Government.

25) LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay
Stock Exchange.

26) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized
use or disposition of its assets. All the transactions are properly authorized, recorded and reported
to the Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in
accordance with policy adopted by the Company. Even through this non-production period the
Company continues to ensure proper and adequate systems and procedures commensurate with its
size and nature of its business.

27) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent,
contractual, temporary, trainees) are covered under the said policy. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints
received on sexual harassment. During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of the Company.

28) MEETINGS OF COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013,
rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee,
Stakeholders'' Relationship Committee, Nomination and Remuneration Committee. The details about
Committee Meetings are given below:

Sr. No.	Particulars	No. of Meetings held
1.	Audit Committee	4
2.	Stakeholder''s Relationship Committee	1
3.	Nomination & Remuneration Committee	1

29) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:
AUDIT COMMITTEE

?	Mr. Suresh Shiv anna Sahan • Chairman Non Executive- Independent Director
r	Mr. Rajit Ramchandra Upadhyaya - Member Non Executive- Independent Director ......¦ v ¦ ¦ 1
	Mr. Satyaprakash Satnarayan Pathak • Member Executive Director
r	Mr. Aneish Kumar an Kumar- Member Non Executive- Independent Director
NOMINATION & REMUNERATION COMMITTEE
d	Mr. Suresh Shrvanna Sahan - Chairman Non Executive- Independent Director
d	Mr. Rajit Ramchandra Upadhyaya - Member Non Executive- Independent Director
		,_UP
d	Mrs. Anita Lancy Barboza- Member Non- Executive Non Independent Director
d	if- Mr. Aneish Kumar an Kumar- Member Non Executive Indpendent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
	Mr. Rajit Ramchandra Upadhyaya • Chairman Non Executive- Independent Director J. ......m ,V-.L 1 H H . H
d	Mr. Suresh Shrvanna Sahan • Member Non Executive- Independent Director
		’
d	Mr. Lancy Barboza- Member Executive Director
		''
d	Mr. Aneish Kumar an Kumar- Member Non Executive Independent Director

	Mr. Rajendraprasad Bhagirthi Thvari • Chairman Non Executive- Independent Director
	Mr. Rajit Ramchandra Upadhyaya- Member Non Executive- Independent Director
	Mr. Satyaprakash Satyanarayan Pathak- Member Executive Director

30) PARTICULARS OF EMPLOYEES:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V
and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in
excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms
part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report
and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid
information. The aforesaid information is available for inspection by the members. Any member
interested in obtaining a copy thereof, may write to the Company Secretary at [email protected]

31) WHISTLE BLOWER:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for
directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the
Company''s website www.flomicgroup.com.

32) CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of Corporate Governance and
adhering to the Corporate Governance requirements as set out by Securities and Exchange Board
of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of
schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with
the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published
in this Annual Report.

33) SHARE CAPITAL:

During the year under review the Authorised Share Capital is INR. 25,00,00,000 (Indian Rupees
Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR. 10/.
(Indian Rupees Ten Only).

The Issued, Subscribed and Paid-up capital of the Company is INR. 18,16,83,600/- (Indian Rupees
Eighteen Crores Sixteen Lakhs Eighty-Three Thousand and Six Hundred Only) divided into 1,81,68,360
(One Crore Eighty-One Lakhs Sixty-Eight Thousand Three Hundred and Sixty) Equity Shares of INR.
10/- (Indian Rupees Ten) each.

As on date of signing this report the difference is held as the Company is being Merged and post¬
merger the Corporate Action is pending due to aforesaid Merger and Amalgamation order passed by
NCLT, Mumbai there were addition of 1,09,68,360 Equity Shares, however company is in process of
Corporate Action as on date of signing of this report.

34) BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not
applicable to our Company.

35) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the Financial
Year 2023-2024.

36) DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment
at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your
Company is committed to create and provide an environment free from discrimination and harassment
including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during
the year 2023-24:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

37) RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management policy,
process and system. The Board has evaluated the risks which may arise from the external factors
such as economic conditions, regulatory framework, competition etc. The Executive management
has embedded risk management and critical support functions and the necessary steps are taken to
reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of
risk management are defensible.

38) ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued
co-operation extended by shareholders, employees, customers, banks, suppliers and other business
associates.

For And on Behalf of The Board of Directors
Flomic Global Logistics Limited

SD/- SD/-

Lancy Barboza Satyaprakash Pathak

Managing Director Wholetime Director

DIN: 01444911 DIN: 00884844

ImM GLOBAL LOGISTICS LTD

Place: Mumbai
Date: 14^th August, 2024

---

Mar 31, 2014

The Members of

VINADITYA TRADING COMPANY LIMITED

The Directors have pleasure in presenting before you their Thirty Third Annual Report together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars 2013-14 2012-13

Revenue from Operation and other Income 2,240,901 3,018, 215

Gross Profit 897,202 982,658

Depreciation -- --

Profit before tax 897,202 982,658

Tax Expenses:

Current Tax (280,000) (255,000)

Deferred -- --

Tax of Earlier Year 31,210 --

MAT Credit Entitlement -- --

Profit after Taxation 648,412 727,658

Balance brought forward from previous year 70,413,127 69,685,469

Amount available for Appropriation 71,061,539 70,413,127

Transfer to General Reserve -- --

Proposed Dividend on Equity Shares -- --

Tax on Dividend -- --

Surplus carried to Balance Sheet 71,061,539 70,413,127

PROFITS

During the year under review the company made a Profit of Rs. 6,48,412 (Rupees Six Lakhs Forty Eight Thousand Four Hundred and Twelve Only) after making a provision of Rs. 2,48,790 (Rupees Two Lakhs Forty Eight Thousand Seven Hundred and Ninety Only) for Income Tax after adding to the said amount carried forward profit of Rs 7,04,13,127 (Rupees Seven Crores Four Lakhs Thirteen Thousand One Hundred and Twenty Seven Only) the total surplus of Rs. 7,10,61,540 (Rupees Seven Crores Ten Lakhs Sixty One Thousand Five Hundred and Forty Only) is carried forward to the next year''s accounts.

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders

wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2013-14.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. FOREIGN EXCHANGE EARNINGS

As the company is not a manufacturing unit and has also not used or earned foreign exchange during the year the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 as framed u/s 217(e) of the Companies Act, 1956 may be considered as NIL.

DIRECTORS

Retirement by Rotation

In terms of provisions of Companies Act, 2013 Mr. Mahendra Sitaram Pipalwa is liable to retiring by rotation in this Annual General Meeting and who is being eligible, and offers himself, to be re-appointed on the Board of the Company.

Independent Director

The Board of Directors has appointed Mr. Mohandas Kotiappa Kankanady as an Additional Director of the Company w.e.f. 02nd May, 2014 and holds office up to this Annual General Meeting. Your Company has received a notice in writing from a member proposing his candidature for the office of Independent Directors. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Mr. Satyaprakash Pathak has been appointed as an Independent Director by the Members of the Company w.e.f. 30th September, 2013.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 it

is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were responsible and prudent so as to give a True and Fair view of the States of Affairs of the Company at the end of the financial year, and of the profit or loss of the Company for that period.

(iii) that the directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts for the financial Year Ended 31st March, 2014 on a "going concern basis".

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 the Compliance Certificate issued by M/s Aabid & Co., Practicing Company Secretaries, Mumbai, for the year ended on 31st March, 2014.

AUDITORS

M/s. Sara & Associates, Chartered Accountants, Mumbai, the Auditors of the company, retire at the conclusion of forthcoming Annual General Meeting, and are eligible for re - appointment. They have furnished the certificate of their eligibility for re-appointment as required under section 149 of the Companies Act, 2013.

AUDITORS'' REPORT

There are no qualifications contained in the Auditors'' Report and therefore no further explanation is required to be provided.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

VIGIL MECHANISM

The Company has established a vigil mechanism, under the supervision of Chairman of Audit Committee, for Directors and Employees to report genuine concerns to the Chairman of Audit Committee. This Mechanism also provide safeguard against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

DE-LISTING OF SECURITIES OF THE COMPANY FROM PUNE STOCK EXCHANGE

Company has decided to de-list the securities of the Company from Pune Stock Exchange and which was also approved by the Members of the Company at the Annual General Meeting held on 30th September, 2013.

So, in exercise of powers conferred on the Board of Directors of the Company, securities of the Company have been delisted from Pune Stock Exchange as w.e.f. 30th July, 2014 as mentioned in the De-listing Letter issued by the Pune Stock Exchange in this regard.

LISTING:

The Shares of your Company are listed on the Bombay Stock Exchange and the Annual Listing fee for the financial Year 2013-14 have been paid.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

RESEARCH AND DEVELOPMENT: -

The company continuous to look at opportunities in the areas of research and development in its percentage of activities

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given to the Company and their confidence in the management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF VINADITYA TRADING COMPANY LIMITED

SD/- SD/- Mahendra Sitaram Pipalwa Rammohan Bandlamudi Director Director DIN:-02369232 DIN:- 00285798

Mumbai, Dated: 05th September, 2014

---

Mar 31, 2013

The Members of VINADITYA TRADING COMPANY LIMITED

The Directors have pleasure in presenting before you their Thirty Second Annual Report together with the audited statement of accounts for the year ended 31s1 March 2013

2) DIRECTORS:

According to provision of the Companies Act, 1956 and the / .rticle of Association of the Company Mr. Sushil Kumar Ramjiwan Nevatia, Director of the Company is liable to be retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as director of the Company. The board recommends his reappointment.

The Board of Directors recommends appointment of Mr. Satya Prakash Pathak as Directors of the company in forthcoming Annual General Meeting. The director holds the position up to the conclusion of the Annual General Meeting. The Company has received request proposing candidature of Mr. Satya Prakash Pathak along with requisite deposit. Your director recommends their appointment as the directors of the Company, liable to retire by rotation.

The company has duly complied with provisions of Clause 49 of Listing Agreement relating to constitution of directors.

3) CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Director''s Report and the Certificate from the Company''s Statutory Auditors confirming the Compliance of the condition on Corporate Governance as stipulated in Clause 49 of The Listing Agreement is included in the Annual Report.

4) AUDITORS:

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting. They have given a resignation letter in writing and expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company due to their pre-occupation and engagement with other professional work. The Company has received letter of confirmation from M/s Sara & Associates., Chartered Accountants, Mumbai for their appointment as Statutory Auditors of the Company, and if made would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956. The members are requested to consider their appointment for the financial year 2013-14 and authorize the Board of the Directors to fix their remuneration.

5) FIXED DEPOSITS:

Pursuant to the Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules; 1975 the Company has not accepted any Deposit from the Public.

6) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is not applicable to your Company.

7) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs.)

Particulars For the year ended as on For the year ended as on 31st 31st March, 2013 March, 2012

(A)Total Foreign Exchange NA NA Earned.

(B)Total Foreign Exchange NA NA Used.

8) LISTING:

The Shares of your Company are listed on the Bombay Stock Exchange and Pune Sock Exchange and the Annual Listing fee for the financial Year 2012-13 is have been paid.

9) PARTICULARS OF EMPLOYEES:

As required under the provision of the Section 217(2A) of the Companies Act, 1956, read with Companies (Particuhrs Of Employees) Rules; 1975 during the year under the report, no employee of the Company, throughout the year or part of the year was in receipt of the remuiei Hion as specified in Section 217(2A) of Companies (Particulars Of Employees) Rules; 1975.

The Directors wish to place on their record their appreciation for the positive co-operation received from its consumers, suppliers, bankers, Government of India.

During the year under review the company made a Profit of Rs. 727,658 after making a provision of Rs. 2,55,000 for Income Tax. After adding to the said amount the carried forward profit of Rs 6,96,85,469, the total surplus of Rs. 7,04,13,127 is carried forward to the next year''s accounts. In order to conserve resources, the directors do not recommend payment of any dividend.

Mr. Sushil Kumar Ramjiwan Nevatia a Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

During the year the company had no employee of the category indicated u/s 217 (2A) of the Companies Act, 1956.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were responsible and prudent so as to give a True and Fair view of the States of Affairs of the Company at the end of the financial year, and of the profit or loss of the Company for that period.

(iii) that the directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the Annual Accounts for the financial Year Ended 31st March, 2013 on a "going concern basis".

Pursuant to the proviso to sub-section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial "Compliance Certificate" is attached to this Report.

As the company is not a manufacturing unit and has also not used or earned foreign excha ge during the year the Companies (Disclosure of Particulars in the report of Board of Directc -s) Rules 1988 as framed u/s 217(e) of the Companies Act, 1956 may be considered as NIL.

The Board of Directors of the company in the Board Meeting held on 14th May, 2012, has passed amalgamation of ANR Investments Limited with itself subject to necessary approval from Hon''ble High Court of Judicature. The amalgamation of ANR Investments Limited with Vinaditya Trading Company Limited has been approved by Hon''ble High Court of Judicature vide dated 22nd March 2013 and accordingly it has been merged in pursuance of the order from High Court.

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, the Auditors of the company, retire at the forthcoming Annual General Meeting.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

VINADITYA TRADING COMPANY LIMITED





Director



Mumbai, dated 5th September, 2013

---

Mar 31, 2010

The Directors have pleasure in presenting before you their Twenty-ninth Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

During the year under review the company made a loss of? 25,13? after making a provision of Rs. 2,500 for Income Tax. After deducting the said amount from the carried forward profit of Rs. 18,60.841, the balance surplus of Rs. 18,35,704 is carried forward to the next years accounts. In order to conserve resources, the directors do not recommend payment of any dividend.

Mr. S.R. Nevatia, a Director of the Company, retires by rotation at the ensuing annual general meeting and is eligible for reappointment.

During the year the Company had no employee of the category indicated U/s 217 (2A) of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies (Amendment) act, 2000. the Directors state as under :

(1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had 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 loss of the Company for that period .-

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

Pursuant to the provisions of the Companies Act, 1956, the accounts together with Directors Report of ANR INVESTMENTS LIMITED, the companys subsidiary, for the year ended 31st March, 2010 are attached to the balance sheet of the Company.

Pursuant to the proviso to sub-section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial Compliance Certificate" is attached to this Report.

As the Company is not a manufacturing unit and has also not used or earned any foreign exchange during the year, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as framed U/s. 217(l)(e) of the Companies Act, 1956 may be considered as Nil.

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai. the Auditors of the Company, retire at the forthcoming Annual General Meeting and approval of members is being sought at the Annual General Meeting for their re-appointment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.G. BOHRA

DIRECTOR

Mumbai, dated 30th May, 2010.