Directors Report of Pradhin Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31^st March 2025 with Auditorâs Report thereon.

Financial Highlights (R		fs. In Lacs)
Particulars	2024-2025	2023 - 2024
Revenue from Operations	33,792.16	460.62
Other Income	227.59	83.28
Total Revenue	34,019.75	543.90
Depreciation	0.92	5,000.00
Financial Expenses	-	0.60
Profit before Tax	674.78	(4,933.59)
Tax Expense -	185.85	12.03
Profit After Tax	488.92	(4,945.62)

The above performance is based on standalone basis. Consolidated figures are not applicable.

State of Affairs:

Total Revenue of the Company has increased by 7236.23%. Net Profit after tax has increased by about 109.89%.

The Company is taking all the possible steps to increase the profitability.

Transfer to Reserves (i.e. Other Equity):

The Opening Balance of Security Premium Reserve stands at Rs. 216.69 Lacs whereas the closing balance of Security Premium Reserve stands at Rs. 688 Lacs.

The Opening Balance of Retained Earnings stands at Rs. 75.69 Lacs. During the year under review whole of the Profit after tax of Rs. 488.92 Lacs has been transferred to Retained Earnings. The Closing Balance of Retained Earnings stands at Rs. 564.61 Lacs.

Dividend:

In order to conserve resources, your Directors do not recommended dividend for the year 2024-25 on Equity Shares of the Company. Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) the Company has adopted dividend distribution policy. The details of distribution policy is available on the website of the Company namely www.pradhinglobal.com

Details regarding Conservation of Energy Conservation, Technology and Foreign Exchange Earnings and Outgo:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares 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.

Disclosure of Directors Responsibility Statement:

As required u/s 134 (5) of the Companies Act, 2013 the Directors hereby state and confirm:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. 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 as on 31/03/2025 and of the profit of the company for that period.

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

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Listing:

The Shares of your Company are listed on Capital Market Segment (Main Board) of the Bombay Stock Exchange of India Limited. The Company has paid necessary listing fees for the year 2024 - 2025.

Details of Material Changes and Commitments, Occurred during the Period affecting financial position of the Company:

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. Further there is no material change and commitments occurred during the year under review.

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

The Company has not provided any guarantee or provided any Security to any Person for the loans availed by others.

The details regarding the Loans and Advances, Investments, if any, are provided in the Balance Sheet and notes to the Balance Sheet. The loans and advances, if any, provided are for the business purpose.

Particulars of Contracts or Arrangements with Related Parties under Section 188 of the Companies Act, 2013:

All contracts / arrangements / transactions, if any, entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company has not entered into transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy for determination of Material Related party transaction is available on the website of the Company namely www.pradhinglobal.com

No advance is paid to any related party (other than loans and advances) for entering any transaction. No Bad Debts of related parties.

Details of transactions with related parties during FY2025 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

Disclosure of Companies covered under Section 178 (1) on Directors appointment and Remuneration including matters referred under Section 178 (3) of Companies Act, 2013 and Details of Statement indicating manner in which formal annual evaluation made by Board of its Performance and of its Committees and individual Directors:

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.

The Company''s Nomination & Remuneration policy which includes the Director''s appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company www.pradhinglobal.com

Declaration by Independent Directors:

The Independent Directors of the Company namely Mr. Prasad Shailendra Bhojane, Mr. Mohammad Hussain Zahiruddin Ansari and Mr. Amit Ramesh Salunkhe confirmed to the Board that they meet the criteria of independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be independent directors. They have also confirmed that they meet the requirements of independent directors as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In the opinion of the Board the independent directors possess requisite qualification, competence and expertise.

Share Capital:

During the year under review no changes in Share Capital of the Company.

Issue of Equity Shares with Differential Rights:

Details required to be stated as per Rule 4 (4) of Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Disclosure regarding Employee Stock Options:

Details required to be given as stated in Rule 12 (19) Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Disclosure regarding Sweat Equity Shares:

Details required to be given as stated in Rule 8 (13) Companies (Share Capital and Debenture Rules) 2014 is not applicable.

Auditors and Audit Report:

R. K. Chapawat & Co., Chartered Accountants have resigned as statutory auditor with effect from 14^th August, 2024.

M/s S Parth & Co having Firm Registration No. 154463W were appointed as statutory auditors of the Company and will continue to hold office till the Annual General Meeting for the year ended on 31^st March, 2029.

Basis for Disclaimer of Opinion
Sr. No	Particulars	Board Reply
1	The company has unsecured loans amounting to f1445.95 Lakhs. Management has not charged interest on these loans, and relevant agreements along with crossconfirmations are not available. In the absence of valid agreements and necessary confirmations, the accuracy of the balances and their interest-free status could not be verified, potentially impacting the fair presentation of liabilities and interest expenses	The loans were given as advance. The Company is in the process of recovering such loans and will ensure that the necessary agreements for the outstanding amount is in place.
2	Balance of GST Credit Payable ?5.76 Lakhs pending for GST reconciliation. Reconciliation with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit and the liability towards the government.	The Company is in process of reconciling the same.
3	â¢ The company has trade payables amounting to ? 1123.31 Lakhs; however, the bifurcation of Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Non-disclosure of MSME classification contravenes the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and financial transparency	The Company does not have any amount outstanding to Micro, Small, and Medium Enterprises. However Company is in process of obtaining necessary confirmation.
4	Advances to suppliers of ?938.76 Lakhs remain unconfirmed. Absence of confirmations from these suppliers affects the reliability of liabilities disclosed in the financial statements.	The Company is in process of obtaining balance confirmation
5	A loan/advances amounting to ?2483.43 Lakhs remains unconfirmed to certain parties. The absence of loan confirmations impacts the reliability of Advances/Receivables and financial disclosures.	The Company is in process of obtaining balance confirmation
6	Auditor is not in receipt of sales invoices, E-invoices, E-Way bills, Delivery Challans, or Transportation details. In the absence of these critical documents, I am	The Company will make necessary arrangement for the same in future.

	unable to verify the genuineness of the transactions.
7	With respect to purchases, the company has not provided Goods Inward Reports. Further, the company does not own or lease any godown facilities, raising concerns over the storage of inventory. Management claims that the goods are traded directly from suppliers to customers without being held in the companyâs possession; however, in the absence of evidence, I am unable to verify this assertion.	The Company will make necessary arrangement for the same in future.
8	Details of Related Party transactions mentioned in the financial statements are not in tune with previous year and no information has been entered or provided for financial year 2024-25	The Company will make necessary arrangement for the same in future.

	Other observation
	As described in the Basis for Disclaimer of Opinion and Key Audit Matters paragraph, I sought but was unable to obtain all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.	The Company will provide necessary and timely information in future.
	In my opinion, proper books of account as required by law have not been kept by the Company so far as details and records provided to me.	The Company will employ necessary accountant who shall carry out the work to the satisfaction
	Company has not used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all transactions recorded in the software. Since the accounting software with audit trail has not been used, the question of it being tampered with and preserved by the company does not arise.	The Company will install necessary feature in the system.
	The Company has not maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment and intangible assets. The management has not certified the physical verification of Property, Plant and Equipment at reasonable intervals	The Company will maintain necessary records for the fixed assets.

As informed to me by the management, the inventory has not been physically verified during the year by the management. In my opinion, the frequency of verification is not reasonable. The procedures of physical verification of inventory followed by the management are not reasonable and adequate in relation to the size of the Company and the nature of its business. I have requested the management to allow me to conduct physical verification of inventory, however I have not received any responses on the same. As per the information provided to me, the Company has not been sanctioned any working capital limits in excess of Rs. 5 crores by any banks or financial institutions during any point of time of the year.

The inventory were located at remote place and therefore the Company could not make necessary arrangement for the physical verification of the inventory.

(a) According to the information and explanations given by the management, the Company does not have an internal audit system commensurate with the size and nature of its business.

(b) No reports of Internal Auditors for the period under audit were available for my consideration.

The Company will appoint internal auditors.

On the information obtained from the management and audit procedures performed and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditorâs knowledge of the Board of Directors and management plans, I am of

The qualification itself is self explanatory.

the opinion that a material uncertainty exists as on the date of audit report that the Company is capable of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date.

Other qualification :

(a) in respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest are not provided to me by management so I can not verify that principal and payment of interest has stipulated or not and I am unable to verify that the repayments or receipts are regular or not regular;

(b) As loan agreements have not been provided to me by management I can not verify the total amount overdue.

(c) As loan agreements have not been provided to me, I can not verify whether any loan or advance in the nature of loan granted has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(d) As loan agreements have not been provided to me, I am unable to verify that whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment;

Board Reply to the above qualification

The qualification are self-explanatory Cost Audit and Cost Records:

The Company is not required to maintain Cost records in terms of the Companies Act, 2013. Cost Audit provisions are not applicable to the Company till year ended 31^stMarch, 2025.

Disclosure of 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. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

SECRETARIAL AUDIT

The Company has obtained a Secretarial Audit Report from Varsha Rani Agrawal, Company Secretary in Practice to conduct the secretarial audit for the financial year 2024-25. Secretarial Audit is attached and marked as Annexure I.

The Secretarial Audit Report contains the following qualification :

a) We are unable to verify about the compliance of Regulation 46 of SEBI LODR Regulation and also various policies required to be disclosed in terms of provisions of the Companies Act, 2013 as the website of the Company not fully functional.

b) The Company has dispatch Annual Report for the year ended on 31^stMarch, 2024 by not giving clear 21 daysâ notice.

c) The Company has not produced before us the evidence of registration of Independent Directorâs with Independent Directorâs data bank.

d) The company has not produced before us the minutes of the Board Meeting and Committee Meeting and accordingly we cannot comment on the compliance of the provisions of the Companies Act, 2013 and also regarding Secretarial Standards.

e) The Company has not filed various forms in time, furthermore several forms have required to be filed have not been filed. Further more some of the forms were not properly filed.

f) We are unable to comment about the attendance of the directors and circulation of draft and signed minutes as the Company has not provided the requisite papers and documents.

g) The Company has not appointed internal auditor and no internal audit reports available to us for verification.

h) The Company has not ma.de certain announcements to the stock exchange in the prescribed time.

i) We are unable to report about the correctness of disclosures regarding corporate governance made to the exchange as the minutes and other documents were not available to us for verification

j) The Company does not have any woman director.

k) In our opinion the company has not made adequate disclosures in its Annual Report for the year ended 31^st March, 2024 required in terms of SEBI LODR.

l) Based on the Statutory Auditor report we hereby state that the Company has contravened the provision of Section 186 of the Companies Act, 2013.

m) We are unable to verify about the requisite disclosures required to be made by the Directors in terms of provision of the Companies Act, 2013 and SEBI Regulations as the same was not produced before us by the Company.

n) We are unable to verify about the ma.inten.ance of Statutory Register required to be maintained under the provision of the Companies Act, 2013 as the same was not produced before us by the Company.

o) The Company has not produced before us the notices published in newspaper for results or general meetings as required under the provisions of the Companies Act, 2013 and SEBI ( LODR ) Regulations 2015

p) Delay in submission of disclosure of events under Regulation 30.

q) The Company has not appointed Chief Financia.l Officer

r) We are unable to verify the certification by Chief financial officer required in terms of Regula.tion 33 of SEBI ( LODR ) Regulations 2015 as the same was not produced before us.

The reply of the Board of Directors for the above qualification is as under :

Due to frequent changes in the Directors and Company Secretary the lapses have occurred. The Board hopes that the present Company Secretary will continue for long period of time and will take care of the compliances.

In respect of the above board meetings adequate notice was given to all the Directors together with the agenda. The gap between two Board meetings does not exceed 120 days.

Independent Directorâs Meeting

In compliance with schedule IV to the Act and regulation 25(3) of the Listing Regulations, 2015, the independent directors held their separate meeting on 18 March 2025, without the attendance of non-independent directors and members of Management.

Following independent directors were present at the meeting.

A) . Prasad Shailendra Bhojane

B) . Mohammad Hussain Zahiruddin Ansari

C) . Amit Ramesh Salunkhe

The independent directors present elected Mr. Amit Ramesh Salunkhe as chairperson for the meeting.

Committeefs) of Board of Directors:a. Audit Committee

The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.The details pertaining to composition of audit committee as on 31^st March, 2025 are as follows:

The Company secretary to act as secretary to the committee.

During the year Seven audit committee meetings were held on 04/04/2024, 25/05/2024, 22/07/2024, 13/08/2024, 21/08/2024, 14/11/2024,

10/02/2025.

The Chairman of the Audit Committee was present at the last Annual General Meeting.

All the recommendations of audit committee were accepted by the Board.

b. Stakeholder Relationship Committee

The details pertaining to composition of the Stakeholder Relationship Committee as on 31^st March, 2025 in compliance with section 178 of the Companies Act, 2013:

During the year one committee meetings was held on 06/02/2023 and all the committee members were present during the aforesaid meeting.

c. Nomination And Remuneration Committee

The details pertaining to composition of the Nomination and Remuneration Committee as on 31^st March, 2025 in compliance with section 178 of the Companies Act, 2013:

During the year 4 committee meetings was held on 04/04/2024, 01/06/2024, 08/08/2024, 18/10/2024. All the recommendations of the Nomination and Remuneration Committee were accepted by the Board.

Corporate Governance:

Corporate Governance is not applicable to your Company for the year ended on 31^stMarch, 2025. The provisions of Corporate Governance became applicable with effect from 1^st April, 2025.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith and marked as Annexure II.

Code of Conduct:

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them.

A declaration given by the Managing Director is given below:

The Company has obtained from all the members of the Board and Senior Management Personnel of the Company, affirmation that they have complied with the Code of Ethics and Business Conduct framed for Directors and Senior Management Personnel in respect of the financial year 2024-2025.â

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and can be accessed at https://antarcticainternational.com.

Voluntary Revision of Financial Statements / Board Report:

There was no voluntary revision of financial statements or Board Report during the financial year.

Dematerialization of Shares:

Policies:

Various policies required under the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted and uploaded on the website of the Company namely www.pradhinglobal.com.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

Corporate Social Responsibility:

Stakeholders are further informed that during the year 2024-2025 your Company do not fall under the Criteria of Section 135 of the Companies Act, 2013.

Business Responsibility and Sustainability Report:

Since your Company does not fall in the criteria of top 1000 listed entity based on market capitalization at the end of the year and therefore the provisions of Business Responsibility and Sustainability Report is not applicable to the Company.

Investor Education and Protection Fund:

No amount was required to be transferred to Investor Education and Protection Fund. Disclosure under Rule 8 (5) of Companies Accounts Rules, 2014:

b) Disclosure of Change in Nature of Business:

During the Year under review the Company has added various object clause to its Memorandum of Association in terms Postal ballot Notice Dated 17^th July, 2024.

The Company is primarily engaged in Agro and Agro Products.

c) Details of Directors / Key Managerial Personnel Appointed / Resigned: Appointment

Mr. Jay Mansukhbhai Sapariya, (DIN: 10683245), was appointed as Additional Director of the Company with effect from 28^th June, 2024 and thereafter appointed as Director with effect from 26^th September, 2024.

Mr. Prasad Shailendra Bhojane (DIN: 10729746) was appointed as an Additional Director (Non - Executive, Independent Director) with effect from 18^th October, 2024

Mr. Mohammad Hussain Zahiruddin Ansari (DIN: 10757785) was appointed as an Additional Director (Non - Executive, Independent Director) with effect from 18^thOctober, 2024.

Mr. Amit Ramesh Salunkhe (DIN: 10801631) was appointed as an Additional Director (Non - Executive, Independent Director) with effect from 18^th October, 2024

Mr. Ganesh Vishnu Chavan (DIN: 10805182) was Appointed as Managing Director on the Board of the Company for a period of three (3) years with effect from 18th October, 2024.

Mr. Jay Rajeshbhai Patel (DIN: 10623714) was Appointed as Director of the Company with effect from 01^st June 2024 and thereafter appointed as Director with effect from 26^th September, 2024.;

Mr. Mohitkumar Shaileshkumar Patel (DIN: 10644334) was Appointed as Director of the Company with effect from 01^st June 2024 and thereafter appointed as Director with effect from 26^th September, 2024.

Mr. Jitendra Parmar ( DIN : 09699769) was Appointed as Director of the Company with effect from 08^th August, 2024 and thereafter appointed as Director with effect from 26^thSeptember, 2024.

Mr. Lokesh Rathi was appointed as Company Secretary of the Company with effect from 8^th August, 2024.

Cessation

Mr. Jay Mansukhbhai Sapariya, (DIN: 10683245), have resigned as a Director of the Company with effect from 2^nd January, 2025.

Mr. Nilesh Bide (DIN: 06366702) have resigned as a Director of the Company with effect from 4^th December, 2024

Mr. Abhijeet Ramesh Dhanegaonkar (DIN: 08395353) have resigned as a Director of the Company with effect from 2^nd January, 2025.

Mr. Hariprit Nitin Thorave (DIN: 10359981) have resigned as a Director of the Company with effect from 22^nd March, 2025.

Mr. Tejesh Vilas Patil (DIN: 09528338) have resigned as a Director of the Company with effect from 4^th December, 2024

Saily Avinash Thorave ( DIN : 10100615 ) have resigned as a Director of the Company with effect from 13^th August, 2024.

Mr. Jitendra Parmar (DIN : 09699769) have resigned as Director of the Company with effect from 2^nd January, 2025.

Mrs. Tanvi Mafatlal Patel have resigned as Company Secretary of the Company with effect from 4^th April, 2024.

Mr. Lokesh Rathi has resigned as Company Secretary of the Company with effect from 12^th February, 2025

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no subsidiary companies / joint ventures / associate companies either at the beginning of the year or at the end of year or at any time during the year.

e) Details regarding Deposit covered under Chapter V of the Companies Act, 2013.

The Company has not invited any deposit 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.

f) Details of Deposit which are not in compliance with requirements of Chapter V of the Act.

Not Applicable

g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.

h) Internal financial Controls:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

Extract of Annual Return:

Extract of Annual return pursuant to Section 92 of the Companies Act, 2013 for the year ended on 31^st March, 2025 is available on the website of the Company i.e. www.pradhinglobal.com.

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 (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31.03.2025 for redressal.

Particulars of Employees:

The Particulars of Employees required to be given pursuant to Section 197 of the Companies Act 2013 is provided in Annexure V.

Non Disqualification of Directors:

A Certificate obtained from Practicing Company Secretary regarding nondisqualification of Directors of the Company is annexed and marked as Annexure VI.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status:

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Details of difference between of amount of valuation done at the time of one time settlement and the valuation done while undertaking loan from the bank of FI, along with reasons thereof: Not Applicable

Maternity Benefit

The company has provided necessary maternity benefit to female employees in accordance with The Maternity Benefit Act 1961.

Policies:

The Company has adopted various policies as required under the provisions of the Companies Act. 2013 and SEBI ( Listing Obligations and Disclosure Requirement) Regulations 2015 same is available on the website of the Company www.pradhinglobal.com.

Acknowledgement

Your Directors express their gratitude for the continued support, co-operation, and assistance received by the Company from various Central and State Government Department, Bankers and valued customers of the company.

Mar 31, 2024

Your Directors are pleased to present the 42^nd Annual Report of the Company along with Audited Financial Statements for the financial year ended 31^st March, 2024.

Financial Results

The Company''s financial performance, for the year ended March 31, 2024 is summarized below:

Particulars	Year ended on	Year ended on
	March 31, 2024	March 31, 2023
	(Rs.in Lakhs)	(Rs.in Lakhs)
Gross Income	460.62	1,706.41
Other Income	83.28	12.47
Total Income	543.90	1,718.88
Total Expenses	477.52	1,730.39
Profit before Exceptional and Extra Ordinary items and Taxation	66.38	(11.51)
Less: Exceptional items	-	-
Profit before Extra -Ordinary items and Taxation	66.38	(11.51)
Less: Extra -Ordinary items	-	-
Profit before Taxation	66.38	(11.51)
Less: Provision for Tax -	11.7	(1.32)
Current Tax Current tax		-
pertaining to earlier years		-
Less: MAT Credit Entitlement
Add: Provision for Tax - Deferred Tax (Net)	0.34	0.04
Profit for the year	54.34	(10.24)

Dividend

Considering the capital requirement for ongoing business expansion during the year 2023-24, the Board of Directors do not recommend any dividend on the Equity shares.

Company''s Performance (Rs.in Thousands)

During the year under review, your company has achieved Revenue from Operation of Rs. 460.62 as against Rs. 1706.41 which recorded a decline of (26.99%). Other Income during FY 2023-24 was Rs. 83.28 as against Rs. 12.47 which recorded a increase of (14.97%). The Company recorded Profit before Tax of Rs. 66.38 as against Rs. (11.51) which recorded a increase of(576.71%).

Reserves

The Company has a Closing Balance of Rs. 297.90 (Rupees Two Hundred Ninety Seven and Ninety Only) (Rs.in Lakhs) as

Reserves and Surplus as on 31/03/2024.

Change in the Nature of Business

Currently, Company is engaged in the business of Agro based products. During FY 2023-24, there was no material changes in Business.

Annual Return

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act''), in the prescribed form, which will be filed with Registrar of Companies/MCA, for the year ended as on 31st March, 2024 is hosted on the website of company and can be accessed at www.krettosysconltd.com Board Meetings conducted during the year under review

During the Financial year 2023-24, 7 (Seven) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Meetings were conducted on 30^th May, 2023, 11^th August, 2023, 07^th September, 2023, 06^th November, 2023, 11^th December, 2023, 29^th January, 2024 and 12^th February,

2024.

Operations & Management Discussion and Analysis

The current year''s operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this annual report.

Annual General Meeting

The 42^nd Annual General Meeting (AGM) of the Company will be held on 26^th September 2024.

Vigil Mechanism / Whistle Blower Policy

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same,

b) 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date,

c) The Directors had 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 had prepared the annual accounts on a going concern basis,

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

Directors and Key Managerial Personnel

Sr. No.	Name of Director	DIN	Designation
1	JAY MANSUKHBHAI SAPARIYA	10683245	Additional Executive Director(Managing Director)
2	JAY RAJESHBHAI PATEL	10623714	Additional Executive Director
3	MOHITKUMAR SHAILESHKUMAR PATEL	10644334	Additional Executive Director
4	NILESH BIDE	06366702	Independent Non-Executive Director
5	ABHIJEET RAMESH DHANEGAONKAR	08395353	Independent Non-Executive Director
6	HARIPRIT NITIN THORAVE	10359981	Executive Director
7	TEJESH VILAS PATIL	09528338	Independent Non-Executive Director
8	JITENDRA PARMAR	09699769	Additional Independent Non-Executive Director

Declaration by Independent Directors_

The following persons are on the board of the Company as on year end as an independent director in terms of Section 149(6) of the Companies Act 2013:

1. Mr. NILESH BIDE

2. Mr. ABHIJEET RAMESH DHANEGAONKAR

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence. The details of Programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company.

Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The NRC of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of Directors, which has been put up on the Company''s website www.pradhin.com.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the Board Committees. The Nomination and Remuneration Committee (NRC) of the Company approved a checklist for evaluation of the performance of the Board, the Committees of the Board and the Individual Directors, including the Chairman of the Board.

The Board adopted the checklist for performance evaluation as approved by NRC. The performance of the Board and Committee was evaluated on the basis of the criteria approved. The Board and the NRC reviewed the performance of the individual Directors. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the

meeting of the Independent Directors, at which the performance of the Board, its committees and the individual Directorswas discussed.

The Board of Directors expressed their satisfaction with the evaluation process.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ''Annexure A'' to this Report.

Financial Statements - Application of the Companies (Indian Accounting Standards) Rules, 2015

The audited financial statements of the Company drawn up on standalone basis, for the financial year ended March 31, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").

Auditor and Auditor''s Report Statutory Auditors

M/s. S PARTH & CO., Chartered Accountant, having [FRN: 154463W]., Chartered Accountants, (Firm Registration No. 101708W) who have confirmed their eligibility to be appointed as Statutory Auditors of the Company in terms of Section 141 of the Act and applicable rules, be and is hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R. K Chapawat & Co, Chartered Accountants (Firm Registration No. 101708W) and M/s. S PARTH & CO., Chartered Accountant shall hold office till the conclusion of the ensuing Annual General Meeting to be held in the year 2024. Subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the Financial Year ended March 31, 2024.

The Maintenance of Cost Records u/s 148(1) of the Companies Act, 2013 is not applicable to your Company

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Company has appointed M/s. H Togadiya & Associates., Practicing Company Secretaries, (CP No. 18233, ACS: 11822), to undertake the secretarial audit of the company for the financial year ended 31^st March 2024 (Financial Year 2023-2024). The Secretarial Audit Report is annexed herewith as ''Annexure B'' Comment on Auditor''s Report

The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at on the Company''s website on www.pradhin.com.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements

The State of Company''s Affairs

During the year, Company served its reputed clients best of its services and ensure that in future also will do the same. Company is thankful towards stakeholders for being associate with it because without them growth of the Company is not easily possible.

Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,64,88,000. No additions and alterations to the capital were made during the financial year 2023-24.

Internal Financial Control and their adequacy

The information about internal financial control system and their adequacy is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

Corporate Governance

Since our company''s paid up Equity capital and Net worth is less than Rs. 10 crores and Rs. 25 crores respectively, than as per regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply. Hence it is not applicable to the company.

Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the Report:

During the year, no any material changes and commitments affecting the financial position of the Company have been occurred between the end of the financial year to which these financial statements relate to the date of the report.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has Transferred Unpaid / Unclaimed Dividend for the FY 2010-11, 2011-12 and 2012-13 to the Investor Education and Protection Fund ("IEPF"), and the Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online

application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in_

Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ''Annexure C'' to this Report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

Corporate Social Responsibility_

Your company is not mandatorily required to constitute CSR committee since it has not come within the purview of threshold limit specified in section 135 of the Companies Act 2013.

Subsidiaries, Joint Ventures and Associate Companies_

Company does not have any Subsidiaries, Joint Ventures And Associate Companies.

Deposits_

Your Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Committees of the Board_

As per applicable provisions of Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirement), 2015, Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

Composition of Audit Committee:_

The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, Audit Committee met 4 (Four) times viz 30^th May, 2023, 11^th August, 2023, 7^th November, 2023 and 12^th February, 2024. The composition of the Committee is as under:

Name	Status
NILESH BIDE	Chairman
TEJESH VILAS PATIL	Member
JAY MANSUKHBHAI SAPARIYA	Member

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Composition of Nomination and Remuneration Committee:

The Board of Directors constituted Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz 30^th May, 2023, 11^th August, 2023, 7^th November, 2023 and 12^th February, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Status
NILESH BIDE	Chairman
TEJESH VILAS PATIL	Member
ABHIJEET RAMESH DHANEGAONKAR	Member

Composition of Stake Holder''s Relationship Committee:

The Board of Directors constituted Stake Holder''s Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Stake Holder''s Relationship Committee met 4 (Four) times viz 30^th May, 2023, 11^th August, 2023, 7^th November, 2023 and 12^th February, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Status
NILESH BIDE	Chairman
TEJESH VILAS PATIL	Member
ABHIJEET RAMESH DHANEGAONKAR	Member

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The company has framed a whistle blower policy. Further, Directors and employees are having full access to the audit committee to report their genuine and serious concern if they observe any. The policy is available in the Company website. Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 The Company has zero tolerance for sexual harassment at work place and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2023-24, the Company has not received any complaints on sexual harassment.

Particulars of Employees

Disclosures with respect to remuneration of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) & 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2024 is given as an ''Annexure D'' to this Report.

There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

**During the year under review, there are no employees who received remuneration of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year hence the Company is not require to give disclosure as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, List of top ten employees and details thereof mentioned in the annexure.

Management Discussion and Analysis Report

Management and Discussion Analysis Report as an integral part of this Report required to give under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is mentioned as an ''Annexure E'' to this report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Policy on Director Appointment and Remuneration

As per provision of Section 178 of the Companies Act, 2013, Company prepared policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013.

The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review.

Registered Office: By order of the Board

61, Sembudoss Street, Chennai, For, Pradhin Limited

Tamil Nadu, India - 600 001

Sd/- Sd/-

Jay Mansukhbhai Sapariya HARIPRIT THORAVE

Date: 21^st August, 2024 Director Director

Place: Ahmedabad DIN: 10683245 DIN: 10359981

Mar 31, 2018

Dear Shareholders

The Directors have pleasure in presenting the 36th ANNUAL REPORT on the business and operations of your company and the Audited Financial Statements together with the Auditors Report for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2018.

(Rupees in lacs)

	STANDALONE
	31/03/2018	31/03/2017
Revenue from market Operations	1780.45	2791.65
Other income	4.84	10.10
Profit/(Loss) before, Interest depreciation & tax	8.42	40.22
Interest	1.82	20.09
Depreciation	0.80	1.33
Profit/(Loss) before tax	5.80	18.80
Provision for tax	1.51	6.75
Tax for earlier years	0.00	0.00
Deferred tax	1.22	(0.85)
Profit/(Loss) after tax	3.06	12.90
Other Comprehensive Income (Net of Tax)	(4.01)	2.97
Total Comprehensive Income for the Period	(0.95)	15.87

2. BUSINESS & PERFORMANCE

During the year under review, the Company has made Profit of Rs. 3.06 lacs, in the Financial Year 2017 - 2018 against profit of Rs. 12.90 lacs in the last financial year 2016 -2017. The Company will make improved profits depending on the Indian market conditions and the global environment.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31st, 2018 was Rs. 36468500. No additions and alterations to the capital were made during the financial year 2017-2018.

4. DIVIDEND

In order to conserve resources the board of directors have decided not to declare any dividend for the current Financial year 2017 - 2018

5. TRANSFERTO GENERAL RESERVE

Your Company does not propose any transfer of funds to the General Reserve.

6. HUMAN RESOURCES

The well-disciplined work force which has served the company for the last 5 years lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017- 2018, the Company has not received any complaints on sexual harassment

8. SUBSIDIARY COMPANIES

The company does not have any subsidiaries, associates and Joint venture companies

9. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIESACT, 2013 AND SEBI (LODR) REGULATIONS 2015

Since your company''s paid up Equity capital and Networth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014. Hence it is not applicable to the company.

10. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO

Company''s business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

11. CORPORATE SOCIAL RESPONSIBILITY

Your company is not mandatorily required to constitute CSR committee since it has not come within the purview of threshold limit specified in section 135 of the Companies Act 2013.

12. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

13. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2018.

14. ACQUISTION OF PROMOTERSSHARES/OPEN OFFER:

The Promoters of the company holding 59.05% of shares have entered into an agreement on 1st February 2018 to sell 52% of their shareholding @ Rs. 21/- per share. Pursuant to the agreement, promoter''s have temporarily parked their said 52% shareholding i.e. 1897376 (Eighteen Lacs Ninety Seven Thousand Three Hundred Seventy Six shares) in the demat account opened with Stock Holding Corporation of India Ltd in name & style of âCameo Corporate Services Ltd. Escrow a/c. Bhagwandas Metals Ltd. Open offerâ in the month of February 2018.

The shares will be transferred to ultimate acquirers on completion of all statutory formalities regarding to the Open offer.

15. RECLASSIFICATION OF PROMOTERS:

The existing promoters seeking reclassification subject to the approval of Shareholders in the General meeting.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr. Hareshkumar Prakashbhai Chaudhari, (DIN: 01621522) who was appointed as Managing Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders..

Mrs. Mita Ashish Desai, (DIN: 01435940) who was appointed as Additional Non-Executive Director of the company on 19th July 2018. As recommended by the NRC committee, her appointment is placed before shareholders.

Mr. Nilav Divyang Mehta, (DIN: 06857378) who was appointed as Additional Non-Executive Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders.

Mr. Ketan Dhirajlal Chaudhari, (DIN: 06397323)who was appointed as Additional Whole Time Director of the company on 19th July 2018. As recommended by the NRC committee, his appointment is placed before shareholders.

Mr. Bhavin Sarvaiya Kanaiyalal, (DIN: 08010395), who was appointed as Additional Director of the company on 4th January 2018. As recommended by the NRC committee, his appointment is placed before shareholders..

Mr. Govind Prasad (DIN: 00017460), Whole Time Director, Mrs. Gita Agarwal (DIN: 06969459), Non-Executive Director and Mr. Nirmal Anraj Gadhiya (DIN: 00678742), Independent Director resigns from the Board from 19th July 2018.

Mr. Nand Kishore Sonthalia (Din: 00021585), who is liable to retire by rotation, being eligible, offers himself for reappointment.

17. AUDITORS STATUTORY AUDITORS

M/s. Heena Shah &Associates, Chartered Accountants, (Registration Number 144928W) have been appointed as statutory auditors of the company at the Annual General Meeting held on 25th September 2017 from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of the company. Due to ammendment in section 139 of Companies Act 2013, ratification of Auditors appointment is no longer required.

REPLYTO THE OBSERVATIONS MADE BYTHE STATUTORYAUDITOR

There are no qualifications, reservations, remarks or disclaimers made by M/s. Heena Shah & Associates, Statutory auditor, in their auditor report. The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during thefinancial year 2017-2018.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087, FCS:3534),Company Secretaries to undertake the secretarial audit of the company for the financial year ended 31st March 2018 (FY 2017-2018). The Secretarial Audit Report is annexed herewith as Annexure V''.

REPLYTO THE OBSERVATIONS MADE BYTHE SECRETARIAL AUDITOR Secretarial Auditors in their report have made the following observations:

1. The company is yet to appoint Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

The company is in the process of identifying suitable candidates in view of the change in Promoters.

2. The Company is in the process of updating its website according to the requirements.

3. The company has carried on limited business of trading in diary and diary products for which the object are yet to be amended as Main object.

The company as on 31.03.2018 had carried only minor business in this segment and since proposing to carry on as one of the main business, resolutions seeking permission from the shareholders for amendment of the main object in the Memorandum is place in Item No: 8

INTERNAL AUDITORS

M/s. Karikalan & Co., Chartered Accountant was appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. NUMBEROF MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors of the Company were held during the year.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

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

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

20. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company''s shareholders, auditors, customers and bankers for their continued support.

By Order of the Board

Place: Chennai KETAN DHIRAJLAL CHAUDHARI

Date: 19th July 2018 Director

DIN: 06397323

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report for the year ended 31st March 2014 together with the Balance sheet as at 31 st March 2014 and the Profit and Loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS Rupees

Audited financial Audited financial SI. Particulars Statement for the Statement for the No. year ended year ended March 31st, 2014 March 31st 2013

1. Sales 61,74,95,433 53,97,69,103

2. Profit before Interest, Depreciation,

Extraordinary Items and Tax 54,99,670 67,15,968

3. Interest 21,48,832 16,90,606 4. Depreciation 2,80,207 3,65,677

5. Profit before Extraordinary items and Tax 30,70,631 46,59,685

6. Provision for taxation & Deferred Tax 9,58,000 14,46,000

7. Profit after Extraordinary item and Tax 21,12,631 32,13,685

8. Dividend Proposed - 21,89,280

9. Share Capital 3,64,68,500 3,64,68,500

10. Reserves & Surplus 3,43,84,091 3,22,71,460

OPERATIONS

During the year 2013-2014, the Company has earned a net profit after tax of Rs 21.13 Lakhs as against Rs. 32.14 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 6175 Lakhs during the year 2013-2014 as against Rs. 5398 Lakhs achieved in 2012-2013.

DIVIDEND

In order to conserve resources the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.

DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Narendra Kumar Lunawath, Mr.Nirmal Anraj Gadhiya and Mr.Chidambaram Chettiar Ramasamy Chettiar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013 the above persons are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mr.Nand Kishore Sonthalia is retiring at this meeting by rotation and being eligible, offer himself for reappointment.

AUDITORS

M/s. R.R.More & Co. Chartered Accountant, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting.

DEPOSITS

During the year under review, the Company has not accepted any Fixed deposits from the Public.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as follows.

INFORMATION AS PER SEC.217 (1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS'' REPORT FOR THE YEAR ENDED 31 ST MARCH 2014

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken

b. Total energy consumption and energy consumption per unit of production as per Form A- Not Applicable.

B. TECHNOLOGY ABSORBPTION

a. As per Form B-Not applicable

b. Research and Development (R&D)

i. Specific areas in which Research and Development carried out by the Company -NIL

ii. Benefits derived as a result of the above Research and Development -NIL

iv. Expenditure on Research and Development at present Percentage of the turnover- NIL

a. Capital

b. Recurring

c. Total

d. Total Research and Development as a percentage of Turnover.

II Technology, Absorption, Adoption and Innovation

i. Efforts made -NIL

ii. Benefits derived

1. Production Improvement

2. Cost reduction

3. Import substitution

iii. Technology imported -NIL

Year of Report -NIL

Has technology been fully absorbed -NIL If not fully absorbed areas where this has not been reasons therefore and future plans of action -NIL

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

Director''s Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

- in the preparation of the annual accounts for the financial year ended 31 st March 2014, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as on 31st March, 2014 and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis. ,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with the Stock Exchanges, Corporate Governance Report and Auditors'' Certificate regarding Compliance of the same are made partofthisAnnual Report.

COMPLIANCE CERTIFICATE

In Accordance with provisions of the Companies Act, 1956 /2013 Act, and companies (certificate) Rules, 2001, the company has obtained a Certificate from M/s. Lakshmmi Subramanian & Associates. Chennai, Secretary In the Whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956/2013.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the Valuable support and kind co-operation extended to the Company by the Company''s Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.

For and behalf of the Board of Directors Sd/-

Place: Chennai Govind Prasad Chairman-cum-Managing Director Date: 30.07.2014

Mar 31, 2012

The Directors have pleasure in presenting their report for the year ended 31st March 2012 together with the Balance Sheet as at 31st March 2012 and the Profit and Loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS

(Rupees)

Sl. Audited financial Audited financial No. Particulars Statement Statement for the year ended for the year ended March 31st 2012 March 31st 2012

1. Income 78,95,85,524 69,44,92,565

2. Profit before Interest, Depreciation,Extraordinary Items and Tax 85,12,220 65,72,116

3. Interest 11,42,501 9,36,985

4. Depreciation 4,62,846 5,69,610

5. Profit before Extraordinary items and Tax 69,06,873 50,65,521

6. Provision for taxation & Deferred Tax 20,63,000 15,92,000

7. Profit after Extraordinary item and Tax 48,43,873 34,73,521

8. Dividend Proposed 21,89,280 21,89,280

9. Share Capital 3,64,68,500 3,64,68,500

10. Reserves & Surplus 3,16,19,123 2,93,19,686

OPERATIONS

During the year 2011-2012, the Company has earned a net profit after tax of Rs. 48.44 Lakhs as against Rs. 34.74 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 7896 Lakhs during the year 2011-2012 as against Rs. 6945 Lakhs achieved in 2010-2011.

DIVIDEND

The Directors wish to recommend a Dividend of 6% (0.60 paise per equity share of Rs.10/- fully paid up) on the paid up capital of the company aggregating to Rs. 21,89,280 for the year ended 31st March 2012.

FUTURE PROSPECTS

During the current year 2012-2013, the Company had already achieved a turnover of Rs. 23.85 Crores in the first quarter ending 30.06.2012 and is confident of growth higher than the previous financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Narender Lunawat, Director of the Company is liable to retire by rotation and your Directors recommend his reappointment.

AUDITORS

M/s. R.R. More & Co. Chartered Accountants, Chennai, the statutory auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. They have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any Fixed Deposits from the public.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken

The Company is not a manufacturing Company and hence there is no energy conservation measures are taken.

b. Additional Investment Proposals. - NIL

c. Impact of above measures on energy consumption - Introduction of efficient lighting system and other energy saving systems has considerably reduced power consumption.

d. Total energy consumption and energy consumption per unit of production as per Form A-Not Applicable.

B. TECHNOLOGY ABSORPTION

a. As per Form B-Not applicable

b. Research and Development (R&D)

i. Specific areas in which Research and Development carried out by the Company

-NIL

ii. Benefits derived as a result of the above Research and Development -NIL

iii. Future Plan of action - the Company has tentative proposals to introduce Research and Development division in the next two years.

iv. Expenditure on Research and Development at present Percentage of the turnover

-NIL

a. Capital

b. Recurring

c. Total

d. Total Research and Development as a percentage of Turnover.

II Technology, Absorption, Adoption and Innovation

i. Efforts made -NIL

ii. Benefits derived

1. Production Improvement

2. Cost reduction

3. Import substitution iii. Technology imported -NIL

Year of Report -NIL

Has technology been fully absorbed -NIL If not fully absorbed areas where this has not been reasons therefore and future plans of action -NIL

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

c) Proper and sufficient care have been taken for the maintenance of 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;

d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of the same are made part of this Annual Report

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, secretary in the whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the valuable support and kind co-operation extended to the Company by the Company's Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.

For and on behalf of the Board of Directors Sd/- GOVIND PRASAD Chairman- Cum-Managing Director

Place : Chennai Date : 27.07.2012

Mar 31, 2010

The Directors have pleasure in presenting their report for the year ended 31 st March 2010 together with the Balance Sheet as at 31 st March 2010 and the Profit and Loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Audited Financial Audited Financial

Statement for the Statement for the

No Particulars Year ended March Year ended

31st 2010 March 31st 2009

1. Income from Operation 5523 4864

2. Profit before Interest, Depreciation,

Extraordinary items and Tax 54 44

3. Interest 8 8

4. Depreciation 7 2

5. Profit before Extraordinary items and Tax 39 34

6. Provision for taxation, Fringe Benefit

Tax & Deferred Tax 12 11

7. Profit after Extraordinary Item and Tax 27 23

8. Dividend Proposed Nil Nil

9. Share Capital 364 364

10. Reserves & Surplus 284 257

OPERATIONS

During the year 2009-2010, the Company has earned a net profit after tax of Rs.26.93 Lakhs as against Rs.22.75 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs.5523 Lakhs during the year 2009-2010 as against Rs.4864 Lakhs achieved in 2008-2009.

DIVIDEND

With a view to conserve resources the directors express their inability to declare any divided for the current financial year 2009 - 2010.

PROSPECTS FOR THE CURRENT YEAR

During the current year 2010-2011, the Company has achieved a turnover of Rs.1637 Lakhs in the first quarter ending 30.06.2010

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nirmal Gadhiya, Director of the Company is liable to retire by rotation and your Directors recommend his re-appointment.

AUDITORS

M/s. R.R. More & Co., Chartered Accountant retire at this meeting and being eligible are proposed for reapiontment. They also express their willingness to continue in office if reappointed, at the ensuing annual general meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any Fixed Deposits from the public.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956

Conservation of Energy:-

Though the company has not carried on any manufacturing activities, it had taken steps to conserve energy in its office/ godown use, consequent to which energy consumption has been minimized. No additional Proposals/Investments was made to conserve energy. Since the company has not carried on any industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption :-

The company has not adopted / intend to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Since the company has not carried on any export during the financial year under review, the disclosures requirement relating to exports, initiatives taken to increase exports; development of new export markets for products and services and export plans is not applicable to the company.

Foreign Exchange earned during the year:- Rs.Nil. (31 -03-09 Rs.Nil)

Foreign Exchange used during the year:- Rs.Nil. (31 -03-09 Rs.Nil)

Value of Imports on CIF Basis - Rs. 7,65,09,258 (31 -03-09 Rs. 8,91,41,675/-)

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2010 and of the profit of the Company for the year ended 31 st March, 2010.

c) Proper and sufficient care have been taken for the maintenance of 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;

d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of the same are made part of this Annual Report.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, secretary in the whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the valuable support and kind co-operation extended to the Company by the Companys Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.

For and on behalf of the Board of Directors Sd/-

Place : Chennai GOVIND PRASAD

Date 29.07.2010 Chairman-Cum-Managing Director

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