Directors Report of SMT Engineering Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Annual Report together with Standalone and Consolidated
Audited Financial Statements of the Company for the financial year ended 31^st March, 2025. Further, in
compliance with the Companies Act, 2013 and the Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company has made requisite disclosures in this Board''s Report with the objective of accountability and
transparency in its operations to make you aware about its performance and future perspective of the
Company.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year
ended 31^st March, 2025 is summarized as below:

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	7,47,272.00	2,56,249.00	21,01,844.82	2,56,249.41
Other Income	10,212.00	61,053.00	8,171.12	61,053.00
Total Income	7,57,483.00	3,17,302.00	21,10,015.94	3,17,302.41
Less: Expenditure	7,38,727.00	5,02,872.00	18,44,395.83	5,02,870.90
Profit / Loss before exceptional items	18,757.00	(1,85,569.00)	2,65,620.11	(1,85,568.49)
Exceptional Items	-	-	4,619.04	-
Profit/(Loss) before tax	18,757.00	(1,85,569.00)	2,70,239.15	(1,85,568.49)
Tax Expense - Current, Deferred & earlier years	677.00	(11,880.00)	35,721.92	(11,880.00)
Profit/(Loss) for the Year	18,080.00	(1,73,689.00)	2,34,517.23	(1,73,688.49)
Share of Profit / (Loss) of Associate Entity	-	-	12,120.00	5,804.00
Other Comprehensive income	17.00	1,62,475.00	48,986.63	2,05,387.00
Total Comprehensive income	18,097.00	1,964.00	2,95,623.86	50,680.51
Earnings per Share	0.47	(4.73)	6.35	(4.57)

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Standalone: The Company achieved revenue from operations of Rs. 7,47,27,200/- on a standalone basis,
compared to Rs. 2,56,24,900/- in the previous year. During the year under review, the company earned
profits of Rs. 18,08,000/- compared to the loss of Rs. 1,73,68,900/- in the previous year. The earnings per
share (EPS) increased to Rs. 0.47 from Rs. (4.73) in the last financial year.

Consolidated: The Company achieved revenue from operations of Rs. 21,01,84,482/- on a Consolidated
basis, compared to Rs. 2,56,24,941/- in the previous year. During the year under review, the company
earned profits of Rs. 2,46,63,723/-, compared to the loss of Rs. (1,67,88,449) in the previous year. The
earnings per share (EPS) increased to Rs. 6.35 from Rs. (4.57) in the last financial year.

Your Company is making all efforts to accelerate the growth of its business. In spite of the market risk
faced by your Company, your Directors are optimistic about the future prospects of the Company. A detailed
review of the operations, performance of the Company and its business is given in the Management
Discussion & Analysis, which forms part of the Annual Report.

CHANGE IN NATURE OF COMPANY’S BUSINESS

During the year under review, there was no change in the business activities of the Company. The Company
was engaged in the trading of goods, shares, and securities, as well as in investments in mutual funds,
shares, and other securities.

However, subsequent to the close of the financial year 2024-25, the members of the Company through
postal ballot on May 12th, 2025, approved the change in Main Object of the Company. The revised objects
are detailed in the Management Discussion and Analysis Report forming part of this Annual Report.

RESERVES

Your Directors have not transferred any amount to the credit of the General Reserve of the Company for
the year ended 31^st March, 2025.

DIVIDEND

The Board of Directors has chosen not to recommend the distribution of a dividend to shareholders at this
time. This decision is driven by a strategic emphasis on conserving the company’s financial resources.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

REVISION IN FINANCIAL STATEMENTS OR BOARD’S REPORT U/S 131(1) OF THE
COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board''s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

The Annual Return of the Company as on 31st March 2025 in Form MGT - 7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on
the website of the Company at www.smtel.in.

MATERIAL CHANGES AND COMMITMENTS

During the year under review, the Company issued equity shares on a preferential basis on March 26th,
2025. The allotment was made to non-promoter public category investors for cash consideration and to
certain non-promoters for consideration other than cash, through a share swap arrangement involving 100%
of the equity share capital of M/s Sai Machine Tools Private Limited (“SMTPL”) (CIN:
U28939MP1989PTC005207). As a result of this share swap under the said preferential allotment, SMTPL
became a wholly owned subsidiary of the Company.

Furthermore, SMTPL holds 100% of the equity share capital of M/s Chemerix Life Sciences Private
Limited (“CLSPL”) (CIN: U24230RJ2022PTC083509). Accordingly, CLSPL has become a step-down
subsidiary of the Company. Consequently, both SMTPL and CLSPL have been included in the consolidated
financial statements of the Company.

Additionally, pursuant to a Share Purchase Agreement dated February 06^th, 2025, and in compliance with
the applicable SEBI regulations, the majority equity shareholding in the Company was transferred from the
existing promoters to the new promoters, as disclosed in the Shareholding Pattern submitted to the Bombay
Stock Exchange for the quarter ended 31st March, 2025, and 30^th June, 2025, respectively. Additionally, in
accordance with the open offer and applicable SEBI regulations, the remaining equity shareholding of the
erstwhile promoters has been reclassified under the “Public” category.

During the year under review, the Company fully divested its stake in its associate company, Avon Credit
Private Limited. Further details of this disinvestment are provided in Annexure AOC-1, which forms part
of this Report.

Subsequent to the close of the financial year 2024-25, the members of the Company through postal ballot
on May 12^th, 2025, approved the following amendments to the Memorandum of Association (MOA) of the
Company:

a. Change in name of the Company from Adarsh Mercantile Limited to SMT Engineering Limited. The
change has been duly approved and updated in the records of both the Ministry of Corporate Affairs
(MCA) and the Bombay Stock Exchange (BSE).

b. Shifting ofthe Registered office ofthe Company from the State of West Bengal to the state ofMadhya
Pradesh.

c. Amendment in the Main Object of the Company. The revised objects are detailed in the Management
Discussion and Analysis Report forming part of this Annual Report.

Furthermore, there have been no other material changes or commitments occurring between the end of the
financial year and the date of this Report that would affect the financial position of the Company.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the capital structure of the Company was increased as detailed below:

a. Increase in Authorized Share Capital:

The Authorized Share Capital of the Company was increased from ^4,00,00,000 (Rupees Four Crores
only), divided into 40,00,000 (Forty Lakhs) Equity Shares of ?10 (Rupees Ten only) each, to
^17,00,00,000 (Rupees Seventeen Crores only), divided into 1,70,00,000 (One Crore Seventy Lakhs)
Equity Shares of ?10 (Rupees Ten only) each. The new shares rank pari passu in all respects with the
existing Equity Shares of the Company, as per the Memorandum and Articles of Association.

b. Preferential Allotment (Non-Cash Consideration):

A preferential allotment was made to non-promoters for 94,64,134 (Ninety-Four Lakhs Sixty-Four
Thousand One Hundred and Thirty-Four) Equity Shares of ?10 (Rupees Ten only) each at a price of
?29 (Rupees Twenty-Nine only) per share, aggregating up to ^27,44,59,886 (Rupees Twenty-Seven
Crores Forty-Four Lakhs Fifty-Nine Thousand Eight Hundred and Eighty-Six only). The allotment
was made for consideration other than cash, through a share swap towards the acquisition of 1,26,120
Equity Shares, representing 100% shareholding in Sai Machine Tools Private Limited.

c. Preferential Allotment (Cash Consideration):

A preferential allotment was also made to non-promoter public investors for 33,80,866 (Thirty-Three
Lakhs Eighty Thousand Eight Hundred and Sixty-Six) Equity Shares of ?10 (Rupees Ten only) each
at a price of ?67 (Rupees Sixty-Seven only) per share, aggregating to ^22,65,18,022 (Rupees Twenty-
Two Crores Sixty-Five Lakhs Eighteen Thousand and Twenty-Two only), for cash.

Further, during the year under review, the Company did not issue any shares under employee stock option
schemes, sweat equity shares, or equity shares with differential rights as to dividend, voting, or otherwise.
Additionally, the Company did not undertake any buyback of its securities during the year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule
8(3) of Companies (Accounts) Rules, 2014 are annexed to this report as “Annexure-A”.

RISK MANAGEMENT

Your Director’s have adopted a Risk Management Policy for the Company. The Audit Committee and the
Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time,
and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk
Management is adopted across the Company in an inclusive manner. Policy is available on the Company''s
website at www.smtel.in.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the remuneration and other details is being annexed to this report as “Annexure-B”.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of
the Directors'' Report, will be made available to any member on request, as per provisions of section 136(1)
of the Act.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company does not have holding company and no commission received
by Directors of Company from the subsidiary company, therefore, disclosure under Section 197 (14) of the
Companies Act, 2013 is not applicable.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior
Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the company
shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI
Listing Regulations, 2015. The Code is displayed on the Company''s website: www.smtel.in.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed
compliance with the Code of Conduct. A declaration signed by the Managing Director cum Chief Financial
Officer is annexed as “Annexure-C”.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS.
2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of
Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading)
Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons
as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

SECRETARIAL STANDARDS

The Board of Directors of the Company state that, during the year under review the applicable Secretarial
Standards, relating to Board Meetings and General Meetings respectively have been duly followed by the
Company.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Your Company adopted IND-AS pursuant to the Ministry of Corporate Affairs'' notification dated 16
February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. The Financial
Statements which are part of the Annual Report are being prepared as per the Companies (Indian
Accounting Standard) Rules, 2015.

DIRECTOR’S & KEY MANAGERIAL PERSONNEL (KMP)

Composition of Board & Key Managerial Personnel

As on March 31, 2025, the Board of Directors of the Company comprised a balanced mix of Executive and
Non-Executive Directors, including Independent Directors, thereby ensuring strong governance and
effective decision-making. The composition of the Board and Key Managerial Personnel as on the said date
was as follows:

1. Mr. Ashok Jaiswal Non-Executive, Non-Independent Director

2. Mr. Ajay Jaiswal Managing Director & CFO

3. Mr. Vishal Jaiswal Wholetime Director

4. Mr. Yogesh Arvindbhai Bhuva Independent Director

5. Mr. Deepak Vyas Independent Director

6. Ms. Mitwa Nayan Shah Independent Women Director

7. Mr. Mohd Shanawaz Shekh Company Secretary & Compliance Officer

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All
the Directors possess requisite qualifications and experience in general corporate management, operations,
technical expertise, strategy, governance, finance, banking and other allied fields which enable them to
contribute effectively to the Company in their capacity as Directors of the Company.

The Independent Directors of your Company have given the certificate of independence to your Company
stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies
Act, 2013.

The policy on Director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and
other employees is stated on website of the Company i.e. www.smtel.in.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and
Regulation 16(1)(b) of the Listing Regulations and they continue to comply with the Code of Conduct laid
down under Schedule IV of the Act.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstances or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. Based upon the declarations received from the
Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as
mentioned under Section 149(6) of the Companies Act, 2013 & Rules made thereunder and Regulation
16(1)(b) of the Listing Regulations that they are independent of the management and complied with the
code for independent directors prescribed in Schedule IV to the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names
in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire
by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of
directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should
retire by rotation at every Annual General meeting of the Company. To meet the requirement of provisions
of Section 152(6) of the Companies Act, 2013, Mr. Ajay Jaiswal (DIN: 01754887), Managing Director will

be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re¬
appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the
ensuing Annual General Meeting.

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year under review, the following Directors and Key Managerial Personnel (KMPs) were

appointed with effect from March 7, 2025, and their appointments were subsequently regularised by the

members through a postal ballot on May 12, 2025.

1. Mr. Ashok Jaiswal as, Non-Executive, Non-Independent Director of the Company.

2. Mr. Ajay Jaiswal as the Managing Director & Chief Financial Officer of the Company for a tenure
of three years, commencing from March 07^th, 2025 to March 06^th, 2028.

3. Mr. Vishal Jaiswal as a Wholetime Director of the Company for a tenure of three years, commencing
from March 07^th, 2025 to March 06^th, 2028.

4. Mr. Yogesh Arvindbhai Bhuva as an Independent Director of the Company, for a term of five years
commencing from March 07^th, 2025 to March 06^th, 2030.

5. Mr. Deepak Vyas as an Independent Director of the Company, for a term of five years commencing
from March 07^th, 2025 to March 06^th, 2030.

6. Ms. Mitwa Nayan Shah as an Independent Director of the Company, for a term of five years
commencing from March 07^th, 2025 to March 06^th, 2030.

7. Mr. Mohd Shanawaz Shekh as the Company Secretary & Compliance Officer
Further, the following Directors and KMP’s resigned during year under review:

1. Mr. Shiv Shankar Sharma, Chief Financial Officer, passed away on December 21^st, 2024. The Board
expresses its deepest condolences and places on record its appreciation for his valuable contributions
to the Company.

2. Ms. Radhika Mayaramka, Company Secretary & Compliance Officer, resigned with effect from
February 01^st, 2025.

3. Ms. Suchita Chhawchharia, Whole-time Director, resigned with effect from March 07^th, 2025.

4. Mr. Aritra Basu, Non-Executive, Non-Independent Director, ceased to be a Director with effect from
March 07^th, 2025.

5. Mr. Sundar Lal Mohta, Non-Executive, Independent Director, ceased to be a Director with effect
from March 07^th, 2025.

6. Mr. Manish Khaitan, Non-Executive, Independent Director, ceased to be a Director with effect from
March 07^th, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent
Directors confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES

As required under the Regulation 18, 19 and 20 of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and the Companies Act, 2013, and the Company has constituted the
following statutory committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are
given in the Report on Corporate Governance, which forms a part of this Annual Report.

NOMINATION & REMUNERATION POLICY

The company has a Nomination, Remuneration and Evaluation Policy under section 178 of the Companies
Act 2013 and available at the website of the company at. www.smtel.in.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing
Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded
the same on the website of the Company. The web link to access the aforesaid programme is www.smtel.in.

MEETINGS

During the financial year ended on March 31, 2025, 07 (Seven) Board Meetings were held on May 30,
2024, August 09, 2024, November 07, 2024, January 08, 2025, February 06, 2025, March 07, 2025 and
March 26, 2025. Further, details of the meetings of the Board and its Committees are given in the Corporate
Governance Report, which forms part of the Annual Report and the intervening gap between meetings were
within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation 2015. The necessary quorum was present for all the meetings.

AUDITORS REPORT

The observations of the auditors are self-explanatory and therefore, do not call for any further comments.

[A] STATUTORY AUDITOR

M/s NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E), were appointed as the
Statutory Auditor of the Company for a term of five consecutive financial years, to hold office until the
conclusion of the Annual General Meeting (AGM) for the financial year 2024-25. Their term shall
accordingly conclude at the ensuing AGM.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the appointment
of M/s Anil Kamal Garg & Company, Chartered Accountants (Firm Registration No. 004186C), as the
Statutory Auditor of the Company for a term of five consecutive financial years, from the conclusion of the
forthcoming AGM until the conclusion of the AGM to be held in the year 2030. M/s Anil Kamal Garg &
Company have confirmed their eligibility and given their consent to act as Statutory Auditors, if appointed.
The Board recommends their appointment for approval by the members at the ensuing Annual General
Meeting.

The Report given by the Auditor on the financial statements of the Company is part of this Annual Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their
report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of
the Companies Act, 2013.

[B] SECRETARIAL AUDITOR

The Board of Directors had appointed Ms. Aakruti Somani, Practicing Company Secretary (COP No.
20395), as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. She conducted the Secretarial Audit and prepared the Annual Secretarial Compliance
Report for the financial year 2024-25. The Secretarial Audit Report is annexed to this Report as
“Annexure-D”. The Report is self-explanatory and does not contain any qualification, reservation, adverse
remark, or disclaimer.

Based on the recommendation of the Audit Committee, the Board of Directors proposes to appoint M/s P.S.
Tripathi & Associates, Practicing Company Secretaries (Firm Registration No. P2011MP024200) as the
Secretarial Auditor of the Company for a term of five consecutive financial years, from the financial year
2025-26 to 2029-30. M/s P.S. Tripathi & Associates have confirmed their eligibility and have given their
consent to act as Secretarial Auditor, if appointed. The Board recommends their appointment for approval
by the members at the ensuing Annual General Meeting.

Further, in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial Audit Report of the Company’s material subsidiary, Sai
Machine Tools Private Limited, as issued by Mrs. Archna Maheshwari, Proprietor of M/s Archna
Maheshwari & Company, is annexed herewith as ''Annexure-D''.

[C] INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the
Board had appointed M/s NST & Associates, Chartered Accountants, as the Internal Auditors of the
Company for the financial year 2024-25. The Internal Auditors have submitted their report to the Audit
Committee for its review.

The Company has in place an internal control system that is commensurate with the size, scale, and
complexity of its operations. The scope and authority of the internal audit function are defined by the Audit
Committee, which delegates the responsibility to the Internal Auditor while ensuring the objectivity and
independence of the function.

The Internal Auditor reports functionally to the Chairperson of the Audit Committee and administratively
to the Chairperson of the Board. The Internal Auditor is responsible for monitoring and evaluating the
adequacy and effectiveness of the internal control systems, and for ensuring compliance with operational
procedures, accounting policies, and regulatory requirements across all locations of the Company. Any
deficiencies or areas of concern identified are promptly communicated to the management for corrective
action.

[D] COST RECORD AND COST AUDIT

During the year under review, the Company was not required to maintain cost records or conduct a cost
audit as prescribed under Section 148(1) of the Companies Act, 2013.

During the year under review, the Company fully divested its stake in its associate company, Avon Credit
Private Limited, and accordingly, it ceased to be an associate company.

Further, as of 26th March, 2025, M/s Sai Machine Tools Private Limited (“SMTPL”) (CIN:
U28939MP1989PTC005207) became a subsidiary of the Company. Consequently, M/s Chemerix Life
Sciences Private Limited (CIN: U24230RJ2022PTC083509), a subsidiary of SMTPL, became a step-down
subsidiary of the Company.

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014,
the Consolidated Financial Statements of the Company and its subsidiary and associate have been prepared
by the Company and a separate statement containing the salient features of the financial statement of its
subsidiary and associate company in form AOC-1 is attached as “Annexure - E” to this Annual Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary company shall
be available on Company’s website at www.smtel.in. The Company will make available physical copies of
these documents upon request by any shareholder of the Company interested in obtaining the same and are
available for inspection by any Member of the Company at the Registered Office of the Company.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All the contracts, arrangements or transactions entered into during the year under review by the Company
with related parties were in ordinary course of business and on an arm’s length basis. Prior omnibus
approval is obtained for related party transactions (RPT’s) which are of a repetitive nature and entered in
the Ordinary Course of Business and are at Arm’s Length. A statement on RPTs specifying the details of
the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review
by the Audit Committee.

Since all the Related Party Transactions that were entered into during the financial year were on arm’s
length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Act are not
applicable. Thus, the disclosure in Form AOC-2 is not required. Further, there are no materially significant
Related Party Transactions during the year under review made by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with
the interest of the Company at large.

As per the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has framed a policy on dealing with RPTs which can be
accessed on the Company’s website at www.smtel.in. This Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions with the Related Parties.

PUBLIC DEPOSIT

Your Company has neither invited nor accepted any deposit from the public during the year under review
and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of
Deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for
the year.

However, there are unsecured loans from a Director/Promoter of the Company amounting to Rs. 10.00
Lakh as on 31.03.2025, more clearly defined in Notes of the financial statements.

APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT,
2016 & THEIR STATUS

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

DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no one time settlement of loan taken from Banks or any Financial Institutions. Hence, the
difference in valuation does not arise.

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

In reference to “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013,” we would like to clarify that our Company does not fall under the applicability of the said Act
based on the nature and structure of our organization. Accordingly, the constitution of an Internal
Complaints Committee (ICC) is not mandated under the current legal framework.

However, the Company maintains a zero-tolerance policy towards any form of sexual harassment or
inappropriate behavior at the workplace and is committed to ensuring a safe, respectful, and inclusive work
environment for all employees.

STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS RELATING TO
MATERNITY BENEFIT ACT 1961

During the year under review, the Company did not fall under the applicability of the Maternity Benefit
Act, 1961, as the number of employees in the organization was below the threshold prescribed under the
Act.

However, the Company remains committed to upholding employee welfare and ensuring a supportive and
inclusive work environment, and voluntarily considers employee needs where applicable.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The Company has not made any provision of money for the purchase of, or subscription for, shares in the
Company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or
for the benefit of the employees of the Company and accordingly the disclosure under the provisions of
Rule 16(4) of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 is not applicable for
the year.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under Section 108 of the Companies Act, 2013 read with Rule
20 of the Companies (Management and Administration) Rules, 2014. The details regarding e-voting facility
is being given with the notice of the AGM Meeting.

ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organizational vision is founded on the principles of
good governance and 1by the resolve to be a customer-centric organization which motivates the Company''s
Management to be aligned to deliver leading-edge building products backed with dependable after sales
services. Your Company is committed to creating and maximizing long term value for shareholder and
essentially follows a four-pronged approach to achieve this end.

a. By increasing all round operational efficiency,

b. By identifying strategies that enhance its competitive advantage,

c. By managing risks and pursuing opportunities for profitable growth

d. By cementing relationships with other important stakeholder groups through meaningful
engagement processes and mutually rewarding associations that enable it to create positive impacts
on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and
investor of receiving transparent and unfettered information on the Company''s performance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2025, there were no outstanding guarantees covered under the provisions of Section 186
of the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions
of Section 186 of the Act are given in the notes to the Financial Statements.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following
manners;

• The performance of the board was evaluated by the board after seeking inputs from all the directors,
on the basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness
of committees meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to
the board and committee meeting like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

The Company has adopted a Code of Conduct for its employees including the Managing Director, Non¬
Executive Directors which includes Independent Directors. The same can be accessed on the website of
the Company at www.smtel.in.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not qualify under the criteria as prescribed to adopt the corporate social responsibility.

In accordance with the provisions of Regulation 17(8), read with Part B of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial
Officer of the Company, being the same individual, has issued a certificate certifying the authenticity of
the Financial Statements for the financial year 2024-25. The certificate confirms that the Financial
Statements present a true and fair view of the affairs of the Company. The said certificate, dated 16th June
2025, was placed before the Board at its meeting held on the same day and was reviewed and taken on
record. A copy of the certificate is attached as “Annexure - F” to this Annual Report. As the Company
does not have a separate Chief Executive Officer (CEO), the certificate has been duly issued by the
Managing Director cum Chief Financial Officer.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance and is committed to
maintain high standards of the corporate ethics and professionalism. The tenets of inclusiveness and
transparency are integral part of our corporate governance practices.

In compliance with the provisions of Regulations 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a report on Corporate Governance is available as a separate section in
this Annual Report.

A certificate pursuant to Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, from Mr. Anand Khaldelia, Practicing Company Secretary, regarding compliance of
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached as “Annexure - G” to this Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY OF NON¬
DISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from Mr. Anand Khaldelia, Practicing Company Secretary, in
accordance with the provisions of Regulation 34(3) and Schedule V Para C Clause (10)(i) of LODR
Regulations, 2015 confirming that none of the Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as Directors of Company by the Securities and
Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such statutory authority
and the same is annexed hereto as “Annexure - H”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report on
Company’s performance - industry trends and other material changes with respect to the Company and its
subsidiary, wherever applicable, forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that;

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there are no 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 as on 31^st March 2025 and of the
profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system, which provides adequate safeguards and effective
monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from
unauthorized use or disposition. The Audit Committee ofthe Company comprising majority of Independent
Directors regularly reviews the audit plans, adequacy of internal control as well as compliance of
accounting standards. Also the CFO has the responsibility for establishing and maintaining internal controls
for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of
internal control systems of the company pertaining to financial reporting and they have to disclose to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any,
of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report
to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed
thereunder.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited (BSE) and necessary listing fees have been
paid up to date.

DEMATERIALISATION:

The Company''s shares are presently held in both electronic and physical modes.

DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL
INTEREST

The Company has appointed the Managing Director and the Company Secretary of the Company, as
Designated Person for the purpose of declaration of beneficial interest in the shares of the Company
pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as
amended by MCA vide Notification dated 27th October, 2023.

HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A number of
programs that provide focused people’s attention are currently underway. Your Company thrust is on
promoting of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under
review.

VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to
protect the interest of the employees and executives in reporting their grievances in a protected manner. It
also provides for the protection against victimization of directors and employees who avail this mechanism
and allows direct communication with the Chairperson of the Audit Committee, in certain appropriate and
exceptional circumstances. The policy on vigil mechanism may be accessed on the Company''s website
www.smtel.in.

ACKNOWLEDGEMENT

Your Director’s wish to place on record their appreciation for the contribution made by employees at all
levels to the continued growth and prosperity of your Company. Yours directors also take the opportunity
to offer thanks to all the stakeholders for their wholehearted and continued support, assistance and co¬
operation which had always been a source of strength for the Company. Without this appreciable support
it would not have been possible for the company to stands in competitive market, therefore company seeks
this support in future too.

For SMT Engineering Limited
(Formerly known as Adarsh Mercantile Limited)

Date: 02.09.2025 Vishal Jaiswal Ajay Jaiswal

Place: Indore Wholetime Director Managing Director

DIN: 01741062 DIN: 01754887

---

Mar 31, 2024

Your directors take pleasure in presenting the Annual Report together with the Audited Annual
Accounts of your Company for the year ended March 31, 2024.

(Amount in Rs. hundreds)

	Standalone		Consolidated
Financial Results	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Particulars	Amount	Amount	Amount	Amount
i. Total Revenue	3,17,302	54,337	3,17,302	54,337
ii. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	(1,59,702)	6,137	(1,59,702)	6,137
iii. Finance Cost	23,505	23,730	23,505	23,730
iv. Profit before Taxation (PBT)	(185,569)	(22,292)	(1,85,569)	(22,292)
v. Tax	-	-		-
vi. Income Tax for earlier years	226	(343)	226	(343)
vii. Profit after Taxation (PAT)	(1,73,689)	(34,055)	(1,73,689)	(34,055)
viii. Share of Profit/ (Loss) of Associate	-	-	5,804	6,513
ix. Profit / Loss for the period	(1,73,689)	(34,055)	(1,67,885)	(27,542)
x. Other Comprehensive Income (net of tax)	2,18,565	23,504	2,18,565	26,319
xi. Total Comprehensive Income	1964	(10,550)	50,680	(1,222)
xii. Profit brought forward from previous year	130,604	1,56,300	1,83,545	2,02,731
xiii. Surplus/ (Deficit) in the Statement of Profit & Loss Account	(1,73,689)	(34,055)	(1,67,885)	(27,542)
xiv. Transfer to General Reserve	Nil	Nil	Nil	Nil
xv. Transfer from OCI Reserve	2,30,086	8,357	2,30,090	8,357
xvi. Balance Carried to Balance Sheet	1,87,001	1,30,602	2,31,117	1,83,545

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company is engaged in the business of Trading of goods, shares and securities and
investments in Mutual Funds, Shares & Securities and has earned revenue of Rs. 317.30 lakhs
compared to Rs. 54.38 lakhs than last year

Your Company has incurred a net loss of Rs. 173.69 lakhs during the year compared to the net
loss of Rs. 34.06 lakhs in the previous year. A detailed review of the operations, performance of
the Company and its business is given in the Management Discussion & Analysis, which forms
part of the Annual Report.

There is no change in the business of the Company during the financial year 2023-24.

PERFORMANCE & FINANCIAL POSITION OF ASSOCIATE
ASSOCIATE - AVON CREDIT PYTLTD

The Company has reported total revenue of Rs. 108.54 lakhs during the year as compared to Rs.
90.94 lakhs in the previous year and has earned a Net Profit of Rs. 86.76 lakhs as compared to a
net profit of Rs. 31.79 lakhs in the previous year.

The Associate Company has not directly contributed to the Revenue and the profit earned since
they have not passed on any profit to the Company earned by them.

OUTLOOK

Your Company is making all efforts to accelerate the growth of its business. In spite of the market
risk faced by your Company, your Directors are optimistic about the future prospects of the
Company.

DIVIDEND

In view of the loss incurred by Company, the Board is unable to declare any dividend on equity
shares of the Company for the financial year ended 31^st March, 2024.

ISSUE OF SHARES

The Company has not issued any shares during the financial year under review.

TRANSFER TO RESERVES

Since there is no profit during the year, the Board is unable to transfer any amount to the
Reserves.

DEPOSITS

The Company has not accepted any deposit during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3) (c) and 134(5)
of the Companies Act, 2013, your Directors hereby confirm that:

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

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and pmdent 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) 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, have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT. TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption,
foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act,
2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure - ‘A’ as
attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and taken necessary actions at
appropriate times for enhancing and meeting stakeholders’ expectations while continuing to
comply with the mandatory provisions of Corporate Governance. Your Company has complied
with the requirements of applicable Regulations of Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and
Exchange Board of India and as amended from time to time. Your Company has given its
deliberations to provide all the information in the Directors Report and the Corporate Governance
Report as per the requirements of Companies Act 2013 and the Listing Agreement entered by the
Company with the Stock Exchange, as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from M/s N K S J & Associates,
Chartered Accountants, Statutory Auditors of the Company regarding compliance of conditions of
Corporate Governance and certification by CEO & CFO are given in Annexure - ‘B\ ‘C’ & ‘D’
respectively.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in
force and the same has been placed on the Company’s website: www.adarshmercantile.in and the
declaration to this effect is given in Annexure - ‘E’.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has
already adopted the Code of Conduct for prevention of Insider Trading and the same is also
placed on the Company’s website: www.adarshmercantile.in Further, in accordance with the
provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board
of Directors of the Company have adopted the code of practices and procedures for fair disclosure
of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given in the Annexure - ‘F’ to this report.

PERSONNEL

The ratio of the remuneration of each Executive Director and Key Managerial Personnel (KMP)
to the median employee’s remuneration’s as per Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been set out as Annexure - ‘G’ to this Report, attached hereto.

COMPANY’S WEBSITE

The website of your Company, www.adarshmercantile.in has been designed to present the
Company’s businesses up-front on the home page. The site carries a comprehensive database of
information including the Financial Results of your Company, Shareholding pattern, Director’s &
Corporate Profile, details of Board Committees, Corporate Policies and business activities of your
Company. All the mandatory information and disclosures as per the requirements of the
Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 has been uploaded.

LISTING OF SECURITIES IN STOCK EXCHANGE

The shares of the Company are presently listed at BSE Limited. The Company is registered with
both NSDL and CDSL for holding the shares in dematerialized form and open for trading. The
Company has paid fees to the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

Mr. Aritra Basu (DIN :06779222), Director of the Company, pursuant to the provisions of Section
152(6) and other applicable provisions, of the Companies Act, 2013, retires by rotation at the
ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

b) Appointment / Re-appointment of Whole time Director & Key Managerial Personnel
(KMP):

The present Whole-time Key Managerial Personnel of the Company as on 31^st March, 2024 are as
follows: -

i. Mrs. Suchita Chhawchharia - Executive Director

ii. Mr. Shiv Shankar Sharma - Chief Financial Officer

iii. Ms. Radhika Mayaramka - Company Secretary and Compliance Officer

During the year under review, there was no change in the composition of the Board of Directors.
During the year under review:

• Ms. Salu Agarwal appointed as Company Secretary and Compliance Officer on
21.04.2024 and resigned on 05.07.2023.

• Ms. Kajol Modi appointed as Company Secretary and Compliance Officer on 18.09.2023
and resigned on 04.12.2023.

• Ms. Radhika Mayaramka was appointed as Company Secretary and Compliance Officer
w.e.f. 08.02.2024

None of the Directors of the Company are disqualified as per section 164(2) of the Companies
Act, 2013 and mles made thereunder or any other provisions of the Companies Act, 2013. The
Directors have also made necessary disclosures to the extent as required under provisions of
section 184(1) as applicable. In accordance with Section 149(7) of the Act, each Independent
Director has given a written declaration to the Company confirming that he/she meets the criteria
of independence as mentioned under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

All members of the Board of Directors and senior management personnel affirmed compliance
with the code of conduct of Board of Directors and Senior Management on an annual basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not falling under the purview of section 135 of the Companies Act, 2013 and
the relevant Rules made there under. Thus the Board is not required to constitute the CSR
Committee and nor has to comply with any of the provisions thereof.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

The present Statutory Auditor, M/s NKSJ & Associates, (Firm Registration No. 329563E),
Chartered Accountants, holds office upto the conclusion of the Annual General Meeting
(AGM) to be held for the Financial Year 2024-25.

The observations made by the Statutory Auditors in their Auditors Report together with the
notes to accounts, as append thereto areself-explanatory and hence does not call for any
further explanation.

(ii) Internal Auditors:

The Company had appointed M/s NST & Associates, Chartered Accountants, as the Internal
Auditors of the Company for the Financial Year 2023-24 and they have furnished their report.
The Board has re-appointed them as Internal Auditors for the FY 2024-25.

(iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as
the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2023-24
under the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial
Auditor in Form MR 3 is enclosed as Annexure - ‘H’ to this Board’s Report, which is self¬
explanatory and hence do not call for any further explanation.

Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on the
same thereto, Every Listed entity and its material unlisted subsidiaries incorporated in India
shall undertake secretarial audit and shall annex a Secretarial Compliance Report given by a
company secretary in practice, in such form as specified, with the annual report of the listed
entity.

The Company during the year under review does not have any material unlisted subsidiary
and herewith attached as Annexure -‘I’. The Secretarial Compliance Report issued by Mr.
Santosh Kumar Tibrcwalla. Practicing Company Secretary (CP No. 3982) for the year ended
on 31^st March, 2024.

DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT

i) Related Party Transactions:

All transaction entered with related parties during the FY 2023-24 were on arm’s length basis
and were in the ordinary course of business and provisions of Section 188(1) are not attracted.

There have been no materially significant related party transactions with the Company’s
Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and
Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
which may have potential conflict of interest with the Company at large.

The necessary disclosures regarding the related party transactions in accordance to the IND
AS required in Form-AOC-2 are given in the notes to accounts. The Company has also
formulated a policy on dealing with the Related Party Transactions and necessary approval of
the Audit Committee and Board of Directors were taken wherever required in accordance with
the Policy. The Company has not entered into any specific contract with related parties.

Since the Company has entered into transaction with its Associates, firms/ Companies in
which Directors are interested disclosure as per Para A of Schedule V is provided in Notes to
the Accounts under ‘Related Party Disclosures’.

ii) Number of Board Meetings:

The Board of Directors met 10 (Ten) times in the year 2023-24. The Details of the Board
meeting and attendance of the Directors are provided in the Corporate Governance Report,
attached as Annexure to this Board’s Report.

iii) Committees of the Board :

4 (Four) Committees of Directors are in force as on March 31, 2024 viz.the Audit Committee,
the Nomination and Remuneration Committee, the Stakeholder’s Relationship Committee and
the Share Transfer Committee. A detail note on the Committee is provided in the Corporate
Governance Report section of this Annual Report.

iv) Composition of Audit Committee:

The Audit Committee comprises of three Non-Executive Directors including two Independent
Directors as on March 31, 2024.

• Manish Khaitan - Non Executive Independent Director

• Sundar Lai Mohta - Non-Executive Independent Director

• AritraBasu - Non-Executive Director

v) Extracts of Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof, the
Annual Return of the Company is placed on the website of the company at
www.adarshmercantile.in.

This Annual Return is subject to such changes / alterations / modifications as may be
required to carry out subsequent to the adoption of the Directors’ Report by the
Shareholders at the Annual general Meeting and receipt of Certificate from Practicing
Company Secretary (PCS) which the Shareholders agree and empower the Board /
Company and a copy of the final Annual Return as may be filed with the Ministry of
Corporate Affairs would be furnished on the website of the Company.

vi) Risk Analysis:

The Board has developed and implemented a risk management policy identifying therein the
elements of risk that may threaten the existence of the Company. The Company has a
mechanism that helps the Board to keep an overall watch on the business risks and informs the
Board members about the evaluation, and estimation of the levels of risks involved in a
situation, their comparison against benchmarks or standards, and determination of an
acceptable level of risk and mitigation plans and periodical reviews are undertaken to ensure
that the critical risks are controlled by the executive management.

vii) Internal Financial Control:

The Company has in place adequate internal financial control to ensure the orderly and
efficient conduct of its business, including adherence to the Company’s policy, safeguarding of
its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.

The Company has in place adequate internal financial control as required under section 134(5)
(e) of the Act and the same was evaluated by the Audit Committee. During the year such
controls were tested with reference to financial statements and no material weakness in the
formulation or operations were observed. The Statutory Auditors of the Company conducted
audit on the Company’s internal financial control over financial reporting and the report of the
same is annexed with Auditor’s Report.

viii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in
Securities and given loan which is within the overall limit and within the powers of the Board
as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013.
The particulars of all such loans, guarantees and investments are entered in the register
maintained by the Company for the purpose.

ix) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of the Company
occurred since the end of the Financial Year 2023-24.

x) Subsidiaries, Associates or Joint Ventures:

As on 31^st March, 2024, Company has only one associate i.e. M/s. Avon Credit Pvt. Ltd. and
there is no Company which has become or ceased to be the Company’s subsidiary, joint
venture or associate Company during the year under review.

As per the provision of Section 129(3) and rule 5 of the Companies (Accounts) Rules, 2014
the statement in AOC-1 containing the salient features of the financial statement of the
associate Company is given in Annexure -‘J\

The consolidated financial statement in this Annual Report is as per the Indian Accounting
Standards specified under section 133 of the Companies Act, 2013 (“the Act”). In
accordance with Section 136 of the Act, the audited financial statements, including the
consolidated financial statements and related information will be available on our website.

These documents will also be available for inspection during business hours on all working
days except Saturday at the Registered Office of the Company and also on the date of the
AGM. The Company will also make available copy on specific request by any member of
the Company, interested in obtaining the same.

In accordance to regulation 33 of Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company opts to submit consolidated
financial results only on Annual basis and the same has been intimated to the Stock
exchange.

xi) Evaluation of the Board’s Performance:

The Board has in place a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board in
compliance with the Companies Act, 2013 and applicable Regulations of Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.The evaluation was carried out through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board & Committees,
experience & competencies, performance of specific duties & obligations, governance issues
etc. Separate exercise was carried out to evaluate the performance of individual Directors
including the Board, as a whole and the Chairman, who were evaluated on parameters such as
their participation, contribution at the meetings and otherwise, independent judgments,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of
the Chairman and the Non-Independent Directors were carried out by the Independent
Directors in their separate meeting. The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and its Committees with the Company.

The evaluation of the Independent Directors was carried out by the entire Board and that of
the Chairman and the Non-Independent Directors were carried out by the Independent
Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

xii) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid
down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions
of the Companies Act, 2013 read with the Rules made therein and SEBI (LODR) Regulations,
2015 (as amended from time to time). This Policy is formulated to provide a framework and
set standards in relation to the followings and details on the same are given in the website of
your Company, www.adarshmercantile.in:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP),
Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xiii) Vigil Mechanism (Whistle Blower Policy):

The Company has adopted a whistle-blower mechanism for Directors, employees and other
person to report concerns about unethical behaviour, actual or suspected fraud or violation of
the Company’s code of conduct and ethics. The Audit Committee oversees the vigil
mechanism and the persons who avail the mechanism are encouraged to escalate to the level
of the Audit Committee for any issue of concerns impacting and compromising with the
interest of the Company and its stakeholders in any way. This policy also allows the direct
access to the Chairperson of the Audit Committee.

The Company is committed to adhere to highest possible standards of ethical, moral and legal
business conduct and to open communication and to provide necessary safeguards for
protection of Directors and employees from reprisals or victimization, for whistle blowing in
good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company’s
website: www.adarshmercantile.in and also set out in the Corporate Governance Report
attached as Annexure to this Board’s Report.

xiv) Internal Complaint Committee:

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.

xv) Secretarial Standards:

Secretarial Standards, i.e., SS-1, SS-2 and SS-3 relating to ‘Meetings of the Board of
Directors’ ‘General Meetings’ and ‘Dividend’, respectively, to the extent as applicable have
been duly followed by the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. The Policy is gender neutral. During the year under review, no complaints with
allegations of sexual harassment were filed.

INDUSTRIAL RELATIONS

The industrial relation during the year 2023-24 had been cordial. The Directors take on record the
dedicated services and significant efforts made by the Officers, Staff and Workers towards the
progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts / tribunals
impacting going concern status and Company’s operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State
Governments, Bankers and Investors for their continuous support, cooperation and their valuable
guidance to the Company and for their trust reposed in the Company’s management. The
Directors also commend the continuing commitment and dedication of the employees at all levels
and the Directors look forward to their continued support in future.

On behalf of the Board of Directors

Place: Kolkata For Adarsh Mercantile Limited

Date: 09.08.2024

Sd/- Sd/-

Suchita Chhawchharia Aritra Basu

Executive Director Director

(DIN: 00044063) (DIN: 06779222)

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Mar 31, 2014

Dear Members,

The Directors are hereby presenting the Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS

The working of the Company during the year under review shows a net profit of Rs 295,948 which is accumulated with the credit balance in the Statement of Profit & Loss of Rs 8,221,673.

DIVIDEND

Your Directors do not recommend payment of any dividend for the year.

STATUTORY INFORMATION

a) Conservation of Energy

Your Company net being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under preview,

c) Foreign Exchange Eaming/Outgo

There has been no foreign exchange earnings or outflow during the period under preview.

d) information u/s 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs 6,000,000 if employed throughout the year, or at a rate which was in excess of Rs 500,000 per month, if employed for a part of the year.

e) As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state that:

i; in the preparation of the annual accounts for the year under review, the applicable Accounting Standards, subject to Notes on Accounts as stated in the Schedule annexed to the account, has been followed;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable arid 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 concerned and of the profit/loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the Annual Accounts for the year under review on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee in respect of whom particulars pursuant to section 217(2) of the Companies Act, 1956 are required to be given.

AUDITORS

M/s Ray & Co., Chartered Accountants, retires on conclusion of the Annual General Meeting and being eligible offer themselves for reappointment.

COMPLIANCE CERTIFICATE

Pursuant to Proviso to sub-section (1) of Section 383A of the Companies (Amendment) Act, 2000 and Rule 3(1) of the Companies (Compliance Certificate) Rules, 2001, the Board has appointed M/s PS & Associates, Company Secretary for certifying the compliance by the Company under the Companies Act, 1955 and other allied Rules for the financial year ended on 31.03.2014. The compliance certificate given by M/s PS & Associates forms part of the Directors'' Report and is annexed herewith.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report under Annexure. The certificate from the Company''s auditors confirming the compliance in terms of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchange is annexed thereto, A certificate from CEO/CFO of the Company is also annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks to the shareholders for their support, co-operation and confidence in the management of the Company.

The observations made by the auditors in their report are as duly explained in the relevant notes on accounts,

By order of the Board

Pothera Narayanan Suchita Chhawchharia Kolkata (Director) (Director) May 15, 2014

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Mar 31, 2012

Dear Members,

The Directors are hereby presenting the Annual Report together with the audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS

The working of the Company during the year under review shows a net profit of Rs 490,786 which is accumulated with the credit balance in Profit & Loss Account of Rs 7,777,408 after providing for taxes & income tax adjustments for Rs 70,115.

DIVIDEND

Your Directors do not recommend payment of any dividend for the year.

STATUTORY INFORMATION

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under preview.

c) Foreign Exchange Earning/Outgo

There has been no foreign exchange earnings or outflow during the period under preview.

d) Information u/s 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs 6,000,000 if employed throughout the year, or at a rate which was in excess of Rs 500,000 per month, if employed for a part of the year.

e) As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state that:

i) in the preparation of the annual accounts for the year under review, the applicable Accounting Standards, subject to Notes on Accounts as stated in the Schedule annexed to the account, has been followed;

ii) 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 i fair view of the state of affairs of the Company at the end of the Financial year concerned and of the profit/loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care 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;

iv) the Directors had prepared the Annual Accounts for the year under review on a going concern basis.

PARTICULARS OF EMPLOYEES .

There is no employee in respect of whom particulars pursuant to section 217(2) of the Companies Act, 1956 are required to be given.

AUDITORS

* M/s Ray & Co., Chartered Accountants, retires on conclusion of the Annual General Meeting and being eligible offer themselves for reappointment.

COMPLIANCE CERTIFICATE

Pursuant to Proviso to sub-se.ction (1) of Section 383A of the Companies (Amendment) Act, 2000 and Rule 3(1) of the Companies (Compliance Certificate) Rules, 2001, the Board has appointed M/s PS & Associates, Company Secretary for certifying the compliance by the Company under the Companies Act, 1956 and other allied Rules for the financial year ended on 31.03.2012. The compliance certificate given by M/s PS & Associates forms part of the Directors'' Report and is annexed herewith.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report under Annexure. The certificate from the Company''s auditors confirming the compliance in terms of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchange is annexed thereto. A certificate from CEO/CFO of the Company is also annexed. -

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks to the shareholders for their support, co- operation and confidence in the management of the Company.

The observations made by the auditors in their report are as duly explained in the relevant notes on . accounts.

By order of the Board Gautam Agarwala P Narayanan Kolkata (Director) (Director) May 30, 2012

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Mar 31, 2011

THE SHAREHOLDERS

The Directors are hereby presenting the Annual Report together with the audited accounts of the company for the year ended 31st March 2011.

FINANCIAL RESULTS

The working of the Company during the year under review shows a net profit of Rs 397,764 which is accumulated with the credit balance in Profit & Loss Account of Rs 7,379,644 after providing for taxes & income tax adjustments for Rs 78,880.

DIVIDEND

Your Directors do not recommend payment of any dividend for the year.

STATUTORY INFORMATION

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under preview.

c) Foreign Exchange Earning/Outgo

There has been no foreign exchange earnings or outflow during the period under preview.

d) Information u/s 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs 6,000,000 if employed throughout the year, or at a rate which was in excess of Rs 500,000 per month, if employed for a part of the year.

e) As required under Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state that:

i) in the preparation of the annual accounts for the year under review, the applicable - Accounting Standards, subject to Notes on Accounts as stated in the Schedule annexed

to the account, has been followed;

ii) 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 concerned and of the profit/loss of the Company for the year under review;

iii) the-Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Ad. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts for the year under review on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee in respect of whom particulars pursuant to section 217(2) of the Companies Act, 1956 are required to be given.

AUDITORS

M/s Ray & Co., Chartered Accountants, retires on conclusion of the Annual General Meeting and being eligible offer themselves for reappointment.

COMPLIANCE CERTIFICATE

Pursuant to Proviso to sub-section (1) of Section 383Aof the Companies (Amendment) Act, 2000 and Rule 3(1) of the Companies (Compliance Certificate) Rules, 2001, the Board has appointed M/s PS & Associates, Company Secretary for certifying the compliance by the Company under the Companies Act, 1956 and other allied Rules for the financial year ended on 31.03.2011. The compliance certificate given by M/s PS & Associates forms part of the Dicectors'' Report and is annexed herewith.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report under Annexure. The certificate from the Company''s auditors confirming the compliance in terms of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchange is annexed thereto. A certificate from CEO/CFO of the Company is also annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks to the shareholders for their support, co- operation and confidence in the management of the Company.

The observations made by the auditors in their report are as duly explained in the relevant notes on accounts.

By order of the Board

P Narayanan Gautam Agarwala Kolkata (Director) (Director) May 30,2011