డైరెక్టర్ల నివేదిక Abhijit Trading Company Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 43^rd Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31^st March, 2025.

1.	FINANCIAL SUMMARY HIGHLIGHTS:	(Rs.in Lakhs)	(Rs. in Lakhs)
	Particulars	st 31 March, 2025	st 31 March, 2024
	Total Income	103.69	81.478
	Total Expenses	62.46	77.683
	Profit/(Loss ) before Tax	41.23	3.795
	Tax Expense:	-	-
	• Current Tax	11.49	0.944
	• Deferred Tax	0.06	0.053
	Ne t Profit After Tax	29.69	2.888

2. STATE OF COMPANY AFFIARS:

During the financial year 2024-25, the Company has earned a total income of ? 103.69 Lakhs against a total income of ? 81.478 Lakhs in the previous year. The Company has earned a Net Profit of ? 29.69 Lakhs against a Net Profit of ? 2.88 Lakhs in the previous year. The Directors are optimistic about future performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Annual Return of the Company for the Financial Year 2024-25 referred in sub-section (3) of Section 92 has been placed at the web address of the company which is as mentioned below: http://www.abhijittrading.in/resource/Shareholding-Information/Annual_Return.aspx

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. DIVIDEND

No Dividend was declared during the year.

6. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

7. SHARE CAPITAL:

During the year ended 31^st March, 2025, Authorized Share Capital of the Company is ? 30,00,00,000/. The Paid-up Equity Share Capital as on 31^st March, 2025 was ? 29,70,09,950/-. There has been no change in the Paid-up Equity Share Capital of the company during the year.

8. DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

9. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries, associated and joint venture companies of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2024-25, there is no change in the composition of Board.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Ms. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure with Secretarial Auditor Report (MR- 3) to the Annual Report.

S. No	Name	Designation	Category	Occupation	Nationality
1	Virendra Jain	Managing Director & Chairperson	Non Independent	Executive Director	Indian
2	Luv Sharma	Director	Independent	Non-Executive & Independent Director	Indian
3	Promila Sharma	Women Director	Independent	Non-Executive & Independent Director	Indian
4	Bhupendra Kaushik	Director	Independent	Non-Executive & Independent Director	Indian
5	Babita Jain	Director	Non Independent	Non-Executive & Non- Independent Director	Indian

11. DIRECTOR RETIRE BY ROTATION:

Mr. Babita Jain (DIN: 00560562), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

12. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years subject to reappointment and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for Familiarization of Independent Director is also placed on Website of the company i.e. www.abhijittrading.in respectively.

During the Year, One meeting of Independent Directors was held on February 13, 2025.

13. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mrs. Promila Sharma, Mr. Luv Sharma and Mr. Bhupendra Kaushik, Mr. Asutosh Arun Sahu & Mr. Sanjay Tulsidas Bhanushali (both Appointed 22^nd July, 2025) are the Independent Directors of the Company as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. The details of the Familiarization Program for Independent Directors is available on the website of the Company.

14. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link http://www.abhijittrading.in/resource /Shareholding-Information/POLICY.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

15. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

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

The performance of Non — Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

16. KEY MANAGERIAL PERSONNEL: The following persons have been designated as	Key Managerial Personnel of the Company pursuant
to Section 203 of Companies Act, 2013 read with the Rules framed there under:
A. Mr. Virendra Jain, Managing Director	(APPOINTED W.E.F 09/07/2011)
B. Ms. Arpita Agarwal, Company Secretary	(APPOINTED W.E.F 01/08/2023)
C. Mr. Dharmendra Gupta, CFO	(APPOINTED W.E.F 17/07/2023)

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended March 31, 2025 on a going concern basis.

• 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.

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

15. MEETINGS:

a. BOARD MEETINGS

The Board of Directors duly met (6) Six times during the Financial Year ended 31/03/2025. The dates on which meetings was /held are 23/05/2024, 20/06/2024, 29/07/2024, 14/08/2024, 12/11/2024 and 14/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

(i) AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (04) Audit Committee meetings were convened and held.

The Risk Management Committee comprises three members. During the year one (1) Risk Management Committee Meetings were convened and held.

16. SHAREHOLDERS MEETING:

There is only Two Share Holders Meeting i.e. one is AGM (Annual General Meeting) has been held on 18^th Day of July, 2024 through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) and another is EGM (Extra Ordinary General meeting) has been held on 17-12-2024 through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

17. PARTICULARS OF GUARANTEES AND INVESTMENTS:

During the Financial Year, No Guarantees and Investments made by the company under section 186 of the Company Act, 2013. Details of Guarantees and investments, outstanding as on 31^st March, 2025 are given in the notes to the financial statements.

18. BORROWINGS OF COMPANY

Borrowings has increased to INR 31,16,20,00,000 for the financial year ended March 31, 2025 in comparison to that of INR 8,14,17,00,000 reported in the previous financial year ended March 31, 2024.

19. INTERNAL FINANCIAL CONTROL SYSTEM:

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees’ particulars. The said statement is also available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for Redressal. No person has been denied access to the Chairman of the Audit Committee.

The amended/updated Whistle Blower Policy is available on the website of the Company i.e.,

www.abhijittrading.in.

22. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

c) Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

d) Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC).

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with Related Parties for the Financial Year 2024-25 is annexed herewith to the Financial Statements in Form No AOC -2.

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is applicable to the Company as the Company’s Paid-up Share Capital is INR 29,70,09,950/- (Twenty Nine crores Seventy Lakhs Nine Thousand and Nine Hundred Fifty Only) and Net worth is INR 70761.89 Lakhs/- (Rupees Nine Crore Thirty Eight Lakhs Ninety Seven Thousand Forty Four only) as on 31st March, 2025

25. MANAGEMENT DISCUSSION ANALYSIS REPOT:

The Management Discussion and Analysis Report is applicable to the company as per the Regulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015and annexed herewith marked as Annexure-I.

AUDITORS

(a) STATUTORY AUDITORS:

At the Board Meeting of the company held on Wednesday, 28^th May, 2025, Board has appointed M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory Auditors of the Company under casual vacancy in place of M/S H K CHHABRA & CO, Chartered Accountants (Firm Registration No. (010917N) who tender his resignation on 07^th May 2025, to hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, to be appointed as a Statutory Auditor of the Company Subject to the approval of Shareholders at General Meeting.

2. At the Board Meeting of the company held on Thursday, 13th February, 2025, Board has appointed M/S H K CHHABRA & CO, Chartered Accountants (Firm Registration No. (010917N),) as Statutory Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP., which arise on (04.02.2025) Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of Ensuing AGM.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the

provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

• Statutory Auditor’s Report

The Auditor has given an audit report on the financial statements for the Financial Year 2024-25 and annexed herewith marked as Annexure-//.

• Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

(b) SECRETARIAL AUDITORS:

The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) w.e.f 10^th May 2023 as Secretarial Auditor to conduct the Secretarial Audit for the year 2024-25.

• Secretarial Auditor ‘s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

• Secretarial Auditor ‘s Observations

The observations made by Auditors with reference to notes to account are mentioned in the MR-3 in Annexure-III. The Board of Directors considered the matter and seeking to resolve the matter.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor w.e.f 01^stAugust , 2025 of the Company for the financial year 2024-25.

• Internal Auditor’s Report

Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.

• Internal Auditor’s Observations

Internal Audit Report is Self-explanatory and need no comments.

26. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

27. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on Bombay Stock Limited (BSE) having nationwide trading platform.

28. PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2025.
	Sr.	Name of	Remuneration	Ratio to Median Remuneration
	No.	Directors	P.A.	of Employees
	1.	Virendra Jain	NIL	NIL
	2.	Luv Sharma	27,833	-
	3.	Promila Sharma	22,833	-
Note: Sitting fees paid to Independent Directors but no salary or fees paid to Non-Executive Director
of the company.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2024-25 : NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the payroll of the company as on 31^stMarch, 2025 is 5.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

29. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No.INE994N01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their shareholding in the electronic mode with their Depository Participates. 99.86% of the Company’s Paid-up Share Capital is in dematerialized form as on 31^stMarch, 2025 and balance 0.14% is in physical form.

30. LISTING OF SHARES

The Company has listed 2,97,00,995 Equity Shares of INR 10/- each on Bombay Stock Exchange (BSE).

31. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labor laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

32. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

33. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT. 2013

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2024-25.

34. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

35. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

Statement on Compliance with the Maternity Benefit Act, 1961

We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

We are committed to ensuring the rights and welfare of our women employees, and accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in accordance with the Act;

No discrimination is made against women employees on account of pregnancy, childbirth, or any conditions related thereto;

Appropriate records are maintained as per statutory requirements;

We ensure a safe, inclusive, and supportive work environment for all women employees, particularly during maternity and post-maternity periods.

This statement is issued in good faith and in the interest of transparency and statutory compliance.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & 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 following is a summary of sexual harassment complaints received and disposed-off during the year 2024-25:-

• No of complaints received : NIL

• No of complaints disposed off : NIL

The policy is available on the website of the company i.e. www.abhijittrading.in.

37. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors Voluntarily comprising of Mr. Luv Sharma, Independent Director as the Chairman of Committee, Mr. Bhupendra Kaushik and Mrs. Promila Sharma as Members on March 31, 2025, both are Independent Directors, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets

and property, the risks which the employees of the Company may get exposed to, the risks arising out of non-compliance if any, with the provisions of and requirements laid down under the applicable authorities.

38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable in the Company.

39. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Statement on Compliance with the Maternity Benefit Act, 1961

We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act, 1961 , as amended from time to time.

We are committed to ensuring the rights and welfare of our women employees, and accordingly: Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in accordance with the Act;

No discrimination is made against women employees on account of pregnancy, childbirth, or any conditions related thereto;

Appropriate records are maintained as per statutory requirements;

We ensure a safe, inclusive, and supportive work environment for all women employees, particularly during maternity and post-maternity periods.

This statement is issued in good faith and in the interest of transparency and statutory compliance.

40. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going Concern status and Company’s operations in future.

42. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished: -

a. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including waste generated: NA

b. Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical knowhow from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

c. Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings	31st March, 2025	31st March, 2024
Earnings in Foreign Currency(FOB Value of	NIL	NIL
exports)
Expenditure in Foreign Currency	NIL	NIL

43. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

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

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

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

45. CODE OF CONUCT ON SEBI(PIT):

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at company’s website http://www.abhijittrading.in/

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

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

47. GREEN INITIATIVES

This year too, Annual Report and the notice of the 43^rd Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Big share Services Private Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

49. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion and Analysis given to this report describing the Company''s objectives, projections, estimates, expectations, or predictions may be

“forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company''s operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify, or revise any forward-looking statements, based on any subsequent development, information, or events or otherwise.

50. ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review. The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 42^nd Annual Report on the business and
operations of the Company along with the Audited Financial Statement for the financial year ended 31^st
March, 2024.

FINANCIAL SUMMARY HIGHLIGHTS:

(Rs.in Lakhs) (Rs. in Lakhs)

Particulars	31 March, 2024	31 March, 2023
Total Income	81.478	49.406
Total Expenses	77.683	28.401
Profit/(Loss ) before Tax	3.795	21.005
Tax Expense:
• Current Tax	0.944	5.718
• Deferred Tax	0.053	(0.008)
Net Profit After Tax	2.888	15.294

1. STATE OF COMPANY AFFIARS:

During the financial year 2023-24, the Company has earned a total income of ? 81.478 Lakhs against a
total income of ? 49.406 Lakhs in the previous year. The Company has earned a Net Profit of ? 2.888
Lakhs against a Net Profit of ? 15.294 Lakhs in the previous year. The Directors are optimistic about
future performance of the Company.

2. WEB ADDRESS OF ANNUAL RETURN

The Annual Return of the Company for the Financial Year 2023-24 referred in sub-section (3) of Section
92 has been placed at the web address of the company which is as mentioned below:
http://www.abhijittrading.in/resource/Shareholding-Information/Annual_Return.aspx

3. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

4. DIVIDEND

No Dividend was declared during the year.

5. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

6. SHARE CAPITAL:

During the year ended 31^st March, 2024, Authorized Share Capital of the Company is ? 10,50,00,000/-.
The Paid-up Equity Share Capital as on 31^st March, 2024 was ? 1,46,61,950/-. There has been no change
in the Paid-up Equity Share Capital of the company during the year.

7. DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

8. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries, associated and joint venture companies of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2023-24, Ms. Rajni Tanwar who was appointed as the director of the Company
had resigned on 10^th May, 2023 and on the same date, Mr. Bhupendra Kaushik was appointed as a Non¬
Executive Additional Independent Director of the company, subject to regularization of his appointment
at the ensuing General Meeting of the company.

On 1^st August, 2023, Mrs. Babita Jain (DIN: 00560562) was appointed as an Additional Director of the
company, subject to regularization by the shareholders in the ensuing Annual General Meeting.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary
relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the
Ms. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have been
debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an
Annexure with Secretarial Auditor Report (MR- 3) to the Annual Report.

S. No	Name	Designation	Category	Occupation	Nationality
1	Virendra Jain	Managing Director	Promoter	Executive Director	Indian
2	Luv Sharma	Director	Independent	Non-Executive & Independent Director	Indian
3	Promila Sharma	Women Director	Independent	Non-Executive & Independent Director	Indian
4	Bhupendra Kaushik (Appointed on 10/May/2023)	Director	Independent	Non-Executive & Independent Director	Indian
5	Babita Jain (Appointed on 1/August/2023)	Director	Promoter	Non-Executive & Non- Independent Director	Indian

10. DIRECTOR RETIRE BY ROTATION:

Mr. Virendra Jain (DIN: 00530078), Managing Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of
Directors recommends his re-appointment.

11. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years subject to reappointment and are
not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their appointment as an Independent Director under
the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The policy for Familiarization of Independent Director is also placed on Website of the company i.e.
www.abhijittrading.in respectively.

During the Year, One meeting of Independent Directors was held on October 17, 2023.

12. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mrs. Promila Sharma, Mr. Luv Sharma and Mr. Bhupendra Kaushik
are the Independent Directors of the Company as on March 31, 2024 and also as on date. The Company
has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for
independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed
thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have got
themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance
or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that
they have complied with the Code for Independent Director prescribed in Schedule IV to the
Companies Act, 2013 which forms a part of the Company’s Code of Conduct for Directors and Senior
Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmers for
Familiarization for the Independent Directors about the nature of the Industry, Business model, roles,
rights and responsibilities of Independent Directors and other relevant information. The details of the
Familiarization Program for Independent Directors is available on the website of the Company.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel and
their Remuneration policy can be accessed on the Company’s website at the web-link
http://www.abhijittrading.in/resource /Shareholding-Information/POLICY.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the
criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy,
are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their
relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also the
standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of quality and
talent.

13. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015, the Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down
evaluation criteria for performance evaluation of Independent Directors, which is based on attendance,
expertise and contribution brought in by the Independent Director at the Board and Committee
Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in
such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent
Directors have evaluated the quality, quantity and timeliness of the flow of information between the
Management and the Board, Performance of the Board as a whole and its Members and other required
matters.

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

The performance of Non — Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the Executive
Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors based on criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

14. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to
Section 203 of Companies Act, 2013 read with the Rules framed there under:

A. Mr. Virendra Jain, Managing Director (APPOINTED W.E.F 09/07/2011)

B. Ms. Arpita Agarwal, Company Secretary (APPOINTED W.E.F 01/08/2023)

C. Mr. Dharmendra Gupta, CFO (APPOINTED W.E.F 17/07/2023)

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and
submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended March 31, 2024 on a going concern basis.

• 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.

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

16. MEETINGS:

a. BOARD MEETINGS

The Board of Directors duly met (9) times during the Financial Year ended 31/03/2024.The dates on which
meetings was /held are 10/05/2023, 17/07/2023, 01/08/2023, 29/08/2023, 13/10/2023, 08/11/2023,
01/02/2024, and 06/03/2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General
Meeting is as under:

Name of Director	Designation	Category	Number of Board Meetings		Attendan ce of Last AGM
			Directors entitled to attend	Directors attended
Mr. Virendra Jain	Managing Director	Executive & Promoter	9	9	Yes
Ms. Rajni Tanwar	Woman Director	Non - Executive, & Independent Director	1	1	NA
Mr. Bhupendra Kaushik	Director	Non-Executive, & Independent Director	8	8	Yes
Mrs. Babita Jain	Director	Non-Executive, & Non-Independent Director	6	6	Yes
Mr. Luv Sharma	Director	Non-Executive & Independent Director	9	9	Yes
Mrs. Promila Sharma	Woman Director	Non-Executive & Independent Director	9	9	Yes

b. COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (04) Audit Committee meetings were
convened and held.

Meetings of the Committee:

The Committee met 04 times dated on10/05/2023, 01/08/2023, 08/11/2023, and 01/02/2024, during the
financial year ended on March 31, 2024.

The Composition of audit committee and their attendance at the meeting are as under: -

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Bhupendra Kaushik	Member	04	04
Mr. Luv Sharma	Chairperson	04	04
Mr. Promila Sharma	Member	04	04

(ii) NOMINATION &REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, all are Non-Executive Directors.
During the year One Meeting of Nomination & Remuneration Committee Meetings was held.

Meetings of the Committee:

The Committee met 1 time during the Financial Year- 2023-24 dated on 17/07/2023.The Composition of
Nomination & Remuneration Committee and their attendance are mentioned asunder: -

Name of Members	Category/ Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Luv Sharma	Chairperson	1	1
Mr. Bhupendra Kaushik	Member	1	1
Mr. Promila Sharma	Member	1	1

The amended/ updated policy of nomination policy is also placed on website of the company i.e.
www.abhijittrading.in respectively.

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year, One (01)
Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 1 time on 24/08/2023, during the F.Y.-2023-24.The Composition Stakeholders’
Relationship committee and their attendance at the meeting are as under:-

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Luv Sharma	Chairperson	01	01
Mr. Bhupendra Kaushik	Member	01	01
Mr. Promila Sharma	Member	01	01

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members. During the year two (2) Risk Management
Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met 2 times on 18/07/2023, and 11/09/2023 during the F.Y.-2023-24. The Composition Risk
Management committee and their attendance at the meeting are as under:-

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Luv Sharma	Chairperson	2	2
Mr. Bhupendra Kaushik	Member	2	2
Mr. Promila Sharma	Member	2	2

17. SHAREHOLDERS MEETING:

There is only Two Share Holders Meeting i.e. one is AGM (Annual General Meeting) has been held on 21^st
Day of September, 2023 through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) and
another is EGM (Extra Ordinary General meeting) has been held on 09-11-2023 through Video
Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

18. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

During the Financial Year, No Loan, Guarantees and Investments made by the company under section 186
of the Company Act, 2013. Details of Loans, Guarantees and investments, outstanding as on 31^st March,
2024 are given in the notes to the financial statements.

19. INTERNAL FINANCIAL CONTROL SYSTEM:

Internal financial controls of the Company are commensurate with the nature and size of business
operations. Your Directors are of the view that there are adequate policies and procedures in place in the
Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial
statements.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit
prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report.
However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the

Members and others entitled thereto, excluding the said information on employees’ particulars. The said
statement is also available for inspection at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested
in obtaining a copy of the same may write to the Company Secretary.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy
provides the mechanism for the receipt, retention and treatment of complaints and to protect the
confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for
employees of the Company to approach the Chairman of the Audit Committee for Redressal. No person
has been denied access to the Chairman of the Audit Committee.

The amended/updated Whistle Blower Policy is available on the website of the Company i.e.,

www.abhijittrading.in.

22. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions pertaining to or developments/happenings in respect of such matters, during the year under
review:

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
including the stock option schemes in force in the Company.

c) Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern
status and Company’s operations in future.

d) Corporate insolvency resolution process initiated or pending of any insolvency proceedings under
the insolvency and bankruptcy code, 2016 (IBC).

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with Related Parties for the Financial Year 2023-24 is annexed
herewith to the Financial Statements in Form No AOC -2.

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015,
Report on Corporate Governance is not applicable to the Company as the Company is within the
prescribed limit that the Paid-up Share Capital of the Company is INR 1,46,61,950/- (One Crore Forty-Six
Lakh Sixty-One Thousand and Nine Hundred Fifty Only) and Net worth is INR 9,38,97,044.05/- (Rupees
Nine Crore Thirty Eight Lakhs Ninety Seven Thousand Forty Four only) as on 31st March, 2024.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the company as per the Regulation 34
under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015and annexed herewith
marked as Annexure-T.

26. AUDITORS

(a) STATUTORY AUDITORS:

M/S Tiwari & Mishra, Chartered Accountants have in compliance with the provisions of Section 139 of
the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in
the 41st Annual General Meeting of the company held on 30th September, 2022, as the Statutory Auditors
of the Company to hold office as such for a term of five years, from the financial year 2022-23 to 2026-27.

M/s. TIWARI & MISHRA (Firm Registration Number 018393N) and M/s. GSA & ASSOCIATES LLP
(000257N/N500339) and m/s. DEEPA ANKIT JAIN & ASSOCIATES (023987N) and M/s. BHATTA
CHARJEES & CO (327892E) Chartered Accountants Firms have merged to single entity leading to
reconstitution of their firms with change in their firm name as M/s. GSA & ASSOCIATES LLP
(000257N/N500339) with effect from 23rd November 2023 and there is no change in the auditor of the
company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call
for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s
143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their
appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act,
2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of
the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the
provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditor has given an audit report on the financial statements for the Financial Year 2023-24and
annexed herewith marked as Annexure-//.

• Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no
comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

(b) SECRETARIAL AUDITORS:

The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) w.e.f 10^th May 2023 as
Secretarial Auditor to conduct the Secretarial Audit for the year 2023-24.

• Secretarial Auditor ‘s Report

The Secretarial Audit Report is annexed herewith as Annexure-III to this report in Form No.MR-3.

• Secretarial Auditor ‘s Observations

The observations made by Auditors with reference to notes to account are mentioned in the MR-3 in
Annexure-III. The Board of Directors considered the matter and seeking to resolve the matter.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor w.e.f 10^th May 2023 of the
Company for the financial year 2023-24.

• Internal Auditor’s Report

Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.

• Internal Auditor’s Observations

Internal Audit Report is Self-explanatory and need no comments.

27. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts
and records are not required to be made and maintained. Also Cost Audit is not applicable to the
Company.

28. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among the
primary determination of value to the shareholders. For this purpose, the Management has listed its shares on
Bombay Stock Limited (BSE) having nationwide trading platform.

29. PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company
for the financial year ended 31^st March, 2024.

Sr. No.	Name of Directors	Remuneration P.A.	Ratio to Median Remuneration of Employees
1.	Virendra Jain	NIL	NIL
2.	Luv Sharma	27,833	-
3.	Promila Sharma	22,833	-

Note: Sitting fees paid to Independent Directors but no salary or fees paid to Non-Executive Director
of the company.

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager,
if any, in the financial year 2023-24 : NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the payroll of the company as on 31^stMarch, 2024 is 3.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.

30. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN
No.INE994N01019 has been allotted for the Company. Therefore, the matter and/or investors may keep
their shareholding in the electronic mode with their Depository Participates. 97.083% of the Company’s
Paid-up Share Capital is in dematerialized form as on 31^stMarch, 2024 and balance 2.917% is in physical
form.

31. LISTING OF SHARES

The Company has listed 1466195 Equity Shares of INR 10/- each on Bombay Stock Exchange (BSE).

32. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labor laws. The Company has
been complying with the relevant laws and has been taking all necessary measures to protect the
environment and maximize worker protection and safety.

33. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong
teams of talented professionals. Your Company continues to build on its capabilities in getting the right
talent to support different products and geographies and is taking effective steps to retain the talent. It has
built an open, transparent and meritocratic culture to nurture this asset.

34. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013

During the year under review, your directors do not observe any transactions which could result in a fraud.
Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2023-24.

35. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and
guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange
Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement
executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other applicable rules/ regulations/ guidelines issued from time to time.

36. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute
of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial
Standards were revised with effect from October 01, 2017. The Company is in compliance with the
Secretarial Standards.

37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & 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 the Workplace (Prevention, Prohibition &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 following is a summary of sexual harassment complaints received and disposed-off during the year
2023-24:-

• No of complaints received : NIL

• No of complaints disposed off : NIL

The policy is available on the website of the company i.e. www.abhijittrading.in.

38. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by
SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors Voluntarily
comprising of Mr. Luv Sharma, Independent Director as the Chairman of Committee, Mr. Bhupendra
Kaushik and Mrs. Promila Sharma as Members on March 31, 2024, both are Independent Directors, to
oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate
risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and, has been drawn up based on a detailed assessment of the
operational risks, risks associated with related business in India, in general and the business of the Company
in particular. The Risk management Policy also covers the risks related to the Company assets

and property, the risks which the employees of the Company may get exposed to, the risks arising out of non¬
compliance if any, with the provisions of and requirements laid down under the applicable authorities.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable in the Company.

40. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made
between the end of the financial year of the company and the date of this report.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
Concern status and Company’s operations in future.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS &OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings
and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished: -

a. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

Steps taken by the company for utilizing alternate sources of energy including waste generated: NA

b. Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts,
e.g., product improvement, cost reduction, product development, import substitution, etc. The Company
has not taken any technical knowhow from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from the beginning of
the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

c. Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings	31st March, 2024	31st March, 2023
Earnings in Foreign Currency(FOB Value of exports)	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

43. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

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

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

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

45. CODE OF CONUCT ON SEBI(PIT):

The Company has laid down a code of conduct for all Board members and senior management personnel.
The Code of Conduct is available at company’s website http://www.abhijittrading.in/

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

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

47. GREEN INITIATIVES

This year too, Annual Report and the notice of the 42^nd Annual General meeting of the Company are being
sent to all members electronically, at their registered e-mail ids as made available to the Company or its
Registrar and Transfer Agent, Big share Services Private Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all
resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in
the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars,
the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and
assistance. The Directors wish to place on record their appreciation of the commendable work done,
dedication and sincerity by all the employees of the Company at all levels during the year under review. The
Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them
for their whole hearted co-operation and support at all times.

By order of Board of Directors of
ABHIJIT TRADING CO.LTD.

Place: New Delhi Virendra Jain Babita Jain

Date: 20/06/2024 Managing Director Director

DIN: 00530078 DIN: 00560562