డైరెక్టర్ల నివేదిక Amanaya Ventures Ltd.

Mar 31, 2024

Your directors are pleased to present the 15th Annual Report of your Company together with the Audited Financial
Statements and Auditors’ Report for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year ended 31^st March, 2024 compared to the previous year
is summarized below:

(Rs in thousands)

Particulars	2023-24	2022-23
Revenue From Operations	3,08,080	1,10,912
Other Income	336	139
Net Income	3,08,416	1,11,051
Profit/(Loss) before tax & Exceptional/Extraordinary items	1,285	1,062
Add/(Less): Exceptional/ Extraordinary items	0.00	0.00
Profit/(Loss)Before tax	1,285	1,062
Less: Tax Expenses
-Current Tax	375	275
-Deferred Tax Liabilities/(Assets)	-49	6
Net Profit / (Loss) After Tax	959	781

2. REVIEW OF OPERATIONS:

During the year, Total Income of your Company was Rs. 3,08,416/- thousands as against Net Income of
Rs.1,11,051/- thousands of the previous year. However, the Company’s Net Profit after tax has been increased to
Rs. 9,59/- thousands for the current year as against the Net Profit after tax of Rs. 7,81/-thousands of the previous
year due to decrease in profit margin against expenditure incurred.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is
forming part of the Annual Report.

3. TRANSFER TO RESERVES:

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

4. DIVIDEND:

During the year under review, In order to conserver sources and future expansion, your Directors have not
recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:

During the year under review, your Company has neither invited, accepted nor renewed any Public Deposits within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is yet to
be filled.

7. BOARD OF DIRECTORS:

The following were the Directors on the Board at the beginning of financial year 2023-24:

1. Mrs. Rajni Mahajan (DIN:02463524) -Managing Director

2. Mr. Manan Mahajan (DIN:02217914) -Whole Time Director & CFO

3. Mr. Bikram Singh Rana (DIN:07767074) -Independent Director

4. Mr. Harvinder Singh Dhami(DIN:02119042) - Independent Director

5. Mr. Naveen Gupta(DIN:09684403) - Independent Director

During the financial year, Mrs. Rajni Mahajan (DIN:02463524), Managing Director of the Company liable to retire by
rotation has been reappointed in AGM of the Company held on 16^th September, 2024.

Sr. No.	DIN/PAN	Name of Directors	Designation	Date of Appointment	Date of Resignation
1.	02463524	Rajni Mahajan	Director	18/02/2019	—
2.	02217914	Manan Mahajan	Whole Time Director & CFO	27/02/2009	—
3.	02119042	Harvinder Singh Dhami	Non Executive Independent Director	08/06/2022
4.	07767074	Bikram Singh Rana	Non Executive Independent Director	06/07/2022
5.	09684403	Naveen Gupta	Additional Director (Non Executive Independent Director)	25/07/2022
6.	02463524	Rajni Mahajan	Managing Director	02/07/2024	—

8. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, Your Company has the following Key Managerial Personnel

Mrs. Rajni Mahajan (DIN:02463524) -Managing Director

Mrs. Gurpreet Kaur (ACS: A41866) -Company Secretary & Compliance Officer

Mr. Manan Mahajan (DIN:02217914) -Whole Time Director &Chief Financial Officer

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION
PROGRAM:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 and 16(1) (b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 .The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the Company has formulated
a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, business model of the
Company etc. through various initiatives. The detail of the afore mentioned programme is available on the
Company’s web site at https://www.amanaya.in/policies-and-codes

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and
expertise, relevant for the industry in which the Company operates.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that-

i. in the preparation of the Annual Accounts for the year ended 31st March,2024 the applicable accounting
standards have been followed and no material departures have been made for the same;

ii. appropriate accounting policies have been selected and applied them consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and Fairview of the state of
affairs of the Company at the end of the financial year 31st March,2024 and of the profit of the Company
forth at period;

iii. proper and sufficient care have been taken for 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;

iv. the annual accounts have been prepared on a “going concern” basis;

v. the proper internal financial controls are laid down and are adequate and operating effectively;

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

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not given any Guarantees and investments falling within the
purview of the provisions of Section 186 of the Companies Act, 2013.

12. MEETINGS OF BOARD OF DIRECTORS:

During the year, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the
period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report.
The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.
Attendances of Directors are also provided in the Corporate Governance Report.

13. MEETINGS OF MEMBERS:

During the year under review 14th AGM has been held on 28^th August 2023 and No Extra Ordinary General Meeting
has been held during the financial year. No postal ballot was held during the financial year 2023-2024.

14. COMMITTEE MEETINGS:

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during
the year 2023-24 are included in the Corporate Governance Report. During the year, all the recommendations made by
the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted
for all Board Members as well as the working of the Board and its committees. The Board evaluation frame work has

been designed incompliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by
SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views
of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance
practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and
relationships, functioning of Board Committees, review of performance and compensation to Executive Directors,
succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings,
representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback
and guidance to top management on business strategy, governance and risk, understanding of the organization’s
strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of
meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc. The Board has also noted are as requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI
(Prohibition &Insider Trading) Regulations,2015, as amended from time to time, with a view to regulate the trading in
securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in
the Company’s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the ‘Trading Window’ is closed. The Board is responsible for implementation of the code. All Directors
and the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to
Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below.

a. Conservation of Energy:

i. The Company is engaged in Trading Activity. Hence, there are no extra steps taken for energy saving.
However, requisite steps have been taken to improve energy consumption by using LED lights in back office
area of the Company.

ii. The steps taken by the Company for utilizing alternate sources of energy: The Company is not using any
alternate source of energy. However, the Company is using electricity as main source of energy.

iii. The capital investment on energy conservation equipment : Nil

b. Technology Absorption:

i. The efforts made towards technology absorption-N.A.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:
N.A.

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

iv. The expenditure incurred on research & development during the year 2023-24: NIL

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on
the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit
Committee of the Board.

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section
177 of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other
information to the stakeholders, and any conduct that results in violation of the Company’s code of business conduct,
to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable
belief that such conduct or practice have occurred or are occurring, reports that information or participates in the
investigation. The Vigil Mechanism / Whistle Blower Policy is being made available on the Company’s website at
the web link: https://www.amanaya.in/policies-and-codes.

20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection,
appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining
qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate
Governance Report. The Remuneration Policy has been uploaded on the Company’s website
https://www.amanaya.in/policies-and-codes.

21. BOARD DIVERSITY POLICY:

Adverse Board enables sufficient functioning through differences in perspective and skill, and also fosters
differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The
board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the
approach to diversity. The Board Diversity Policy is available on our website https://www.amanaya.in/policies-and-
codes.

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

As on 31^st March, 2024 your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the
Companies Act, 2013 is not applicable to the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arm’s length basis and were in
the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board
for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a
foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded
on the Company’s website at web link https://www.amanaya.in/policies-and-codes

During the year, your Company has not entered into any significant material related party transactions. Accordingly,
the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act,2013 in Form
AOC-2 is not applicable.

Suitable disclosure as required under AS-18 has been made in Note to the Financial Statement.

25. PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of Directors’ Remuneration in accordance with the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel ) Rules, 2014 is attached to this report as Annexure-1.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT,2013:

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

During the Financial Year, the Company had not received any complaints and no complaints were pending as on 31st
March, 2024. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee
at the workplace.

27. STATUTORY AUDITORS’AND REPORT:

The Members of the Company at its 14^th AGM held on 28^th of August, 2023 had appointed M/s R.K. Dingliwal &
Associates Chartered Accountant(s), (FRN: 010609N) as Statutory Auditors of the Company to hold office for a
period of five years, from the conclusion of the 14^th Annual General Meeting till the conclusion of the 19thAnnual
General Meeting of the Company to be held in the year 2028.

The Auditors’ Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors’ remarks
in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter
of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

28. INTERNAL AUDITORS AND REPORT:

M/s. Abhishek Mahajan is acting as Internal Auditors of the Company and has conducted periodic audit of all
operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal
Auditors regularly.

29. SECRETARIAL AUDIT:

The Company has listed its Equity Shares on SME Platform of the BSE Limited. Further, The Secretarial audit report
has been presented in Annexure 2.

30. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report provides a perspective of economic and social aspects material
to your Company’s strategy and its ability to create and sustain value to your Company’s key stake holders. Pursuant
to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report
capturing your Company’s performance, industry trends and other material changes with respect to your Company
is attached to this report as Annexure- 3.

31. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance are not applicable to the
Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual
Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided
voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for
the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34 (3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this
report as Annexure -4.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as
non-compliance of the above-mentioned regulations.

32. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:

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

33. CHANGE IN THE NATURE OF BUSINESS:

For sustained growth in the future, Company wants sorely on its main business of trading of Precious Metals &
Jewelry. Hence, there is no change in the nature of the business of the Company during the year.

34. LISTING FEES:

The Equity Shares of the Company are listed on SME Platform of BSE Limited and The Company has paid the
applicable listing fees to the Stock Exchange till date.

35. USE OF PROCEEDS:

The details of utilization of proceeds from IPO have been disclosed as per requirement of Regulation 32 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

During the financial year, there is no change in authorized share capital of the Company. However, your Company’s
issued, subscribed & paid up Equity Share Capital is Rs. 3,73,90,000 (Rupees Three Crore Seventy-Three Lakh Ninety
Thousand) divided into 37,39,000 (Thirty-Seven Lakh Thirty-Nine thousand) Equity Shares of Rs.10/-each as on 31^st
March, 2024.

37. REGISTRAR AND SHARE TRANSFER AGENT:

Y our Company has appointed Beetal Financial & Computer Services private Limited as the Registrar & Transfer Agent
(RTA) for Share Registry Services and ISIN Number of your securities is INE0G1V01016.

38. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence
and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business
and non-business risks.

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

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its operations in future.

40. MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1)
of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the
Companies Act, 2013.

42. DISPATCHOFANNUALREPORTTHROUGHELECTRONICMODE:

In compliance with various MCA Circulars and SEBI Circulars, notice of the AGM along with the Annual Report 2023¬
24 is being sent only through electronic mode to those members whose email addresses are registered with the
Company/RTA/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on
the Company’s website links https://www.amanava.in/others/ and https://www.amanava.in/financials/ respectively and
websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the website of the Company’s Registrar
and Transfer Agent Beetal Financial & Computer Services private Limited.

However in respect of equity shareholders holding shares in physical form and whose email ids are not available the
notice along with annual report shall be sent through speed post latest by 19^th August 2024.

43. HUMAN RESOURCES:

The Company treats its “Human Resources” as one of its most important assets. The Company’s culture promotes an
environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly
engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for
talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Number of
programs that provide focused people attention are currently underway. The Company thrust is on the promotion of
talent internally through job rotation and job enlargement.

44. DISCLOSURE OF ACCOUNTING TREATMENT

The members may please note that the provisions relating to adopting Ind AS are not applicable to the Company.
However, keeping in view the objective of encouraging the use of better practices, your Company has voluntarily
adopted the Ind AS.

45. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the
Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your
Directors also wish to record their recognition of the customer support and patronage by the corporate houses in
and around Amritsar.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all
executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By Order of the Board of Directors
Amanaya Ventures Limited

Sd/-

Place: Amritsar

Rajni Mahajan

Date: 10^th August 2024 Managing Director

DIN:02463524