Your Directors are pleased to present the 30th Annual Report of your Company and the Audited Financial Statements for the financial year ended
31^st March, 2024.

I FINANCIAL HIGHLIGHTS (Rs. in lakhs)

II RESULTS OF OPERATIONS

During the financial year under review, the Company along with its
subsidiaries/associate companies provided a bouquet of services
to their customers.

The Company on a standalone basis has recorded Profit before
exceptional items and tax from operations of Rs. 80.58 Lakhs for
the financial year 2023-24 as against the profit of Rs. 211.40 Lakhs
in the corresponding previous financial year. Profit after exceptional
items and tax from operations stood at Rs. 67.52 lakhs for the
financial year 2023-24, as against the profit of Rs. 197.04 Lakhs in
the previous financial year.

III SUBSIDIARY COMPANIES

As on 31^st march, 2024, the Company has 5 (Five) direct subsidiaries,
1 (One) step-down subsidiary and 2 (Two) associate companies/
fellow subsidiaries, as follows:

Direct Subsidiaries:

1. Inditrade Fincorp limited.

2. Inditrade Business Consultants limited.

3. Inditrade Microfinance Limited.

4. Inditrade technologies limited.

5. Inditrade Community Foundation - a Section 8 Company
incorporated to primarily undertake CSR activities of the
Inditrade Group..

Step-down Subsidiary:

1. Inditrade Scalerator Limited
Associate Companies

1. Inditrade rural marketing limited

2. Inditrade Insurance Broking private limited

iv accounts of subsidiary and associate companies

the Board of Directors (including audit Committee) have reviewed
the affairs of the subsidiary and associate companies and the salient
features of their financial statements in the prescribed format Form
AOC-1 are annexed as Annexure-I.

The audited financial statements of the subsidiary companies
and the related detailed information will be made available to
the Shareholders of the Company at the Registered Office of the
Company and on the Company website www.inditrade.com, under
the 'Investor relations' section.

v RESERVES

The Board of Directors of the Company has decided not to transfer
any amount for the financial year under review to the Reserves.

VI DIVIDEND

Due to pressure on the liquidity and business operations post-
COVID-19 pandemic and keeping in mind the principle of shared
prosperity and sacrifice, it is decided by the Board of Directors that
it would be prudent, not to recommend any dividend for the financial
year under review.

VII MAJOR EVENTS THAT HAVE OCCURRED DURING THE FINANCIAL
YEAR

Following major events have occurred during the financial year
under review:

a) State of the Company's Affairs:

(i) Changes in the shareholding of the Subsidiaries:

During the financial year under review, there was no change
in shareholding of subsidiaries

b) Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business
carried on by the subsidiaries of the Company wherein the
impact of such changes is 10% or more of the consolidated
turnover or consolidated net worth of Inditrade Capital Limited.

c) Material changes and commitments, if any, affecting the
financial position of the Company having occurred since the
end of the financial year and till the date of this report:

There are no material changes affecting the financial position of
the Company which have occurred since the end of the financial
year and till the date of this report.

VIII issue of sweat equity shares

The Company has not issued Sweat Equity Shares during the
financial year under review and hence the disclosure as required
under Section 54 read with rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014, is not required to be made.

ix equity shares with differential VOTING rights

The Company has not issued Equity Shares with differential voting
rights during the financial year under review and hence the disclosure
as required under Section 43 read with rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014, is not required to be
made.

X MAINTENANCE OF COsT RECORDs

The Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013.

xi capital structure

As on date of this report, the Authorized Share Capital of the
Company is Rs. 40,00,00,000/- (Rupees Forty Crore only) divided
into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10/- each and
the issued, subscribed and paid-up share capital of the Company
is Rs. 23,35,36,260/- (rupees twenty-three Crores thirty-Five
lakhs thirty-Six thousand Two Hundred and Sixty only) divided into
2,33,53,626 (two Crores thirty-three Lakhs Fifty-three thousand
Six Hundred and Twenty-Six) Equity Shares of Rs. 10/- each.

there was no change in the Share Capital Structure of the Company
during the financial year under review.

xii annual return

As required under Section 134(3)(a) of the Companies Act, 2013,
the Annual Return for the financial year 2023-24 is available on
Company's Website and can be accessed at https://www.inditrade.
com/investor-relationship.aspx.

XIII corporate GOVERNANCE

the Company is committed to maintain the highest standards of
corporate governance and adherence to the corporate governance
requirements set out by the Securities and Exchange Board of
India (SEBI) and the Companies act, 2013. the Company strives
to achieve fairness for all stakeholders and to enhance long-term
value to Shareholders.

As per regulation 34(3) read with Schedule V of the SEBI (listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate section on Corporate Governance practices followed by
the Company together with the certificate from Ms. Kavita Raju
Joshi, practicing Company Secretary forms an integral part of this
Annual Report.

XIV BOARD MEETINGs

The Board Meetings of the Company were held with requisite notice
and with a valid quorum. The Board met 5 (five) times during the
financial year 2023-24 on 2^nd May, 2023, 25^th May, 2023, 10^th august,
2023, 7^th November, 2023, and 31^st January, 2024 .

the maximum interval between any two Board meetings did not
exceed 120 days.

details of the Board meetings held during the year under review,
attendance of the Directors at such Meetings and other relevant
details are provided in the Corporate Governance report.

XV audit committee

the composition of the audit Committee is as below:

a) Mc Brij Gopal daga (Chairman) - non-executive Independent
Director.

b) Mt Kerachan ayyappan Somasekharan (member) - non¬
executive Independent director.

c) Mr. Radhakrishna Nair (Member) - Non - Executive and
Independent Director.

d) Mrs. Jhuma Guha (member) - non - executive - non Independent
Director.

There were no changes in the composition of the Audit Committee
during the financial year under review.

During the financial year 2023-24, all the recommendations made by
the members of the audit Committee were accepted by the Board.

XVI NOMINATION AND REMUNERATION COMMITTEE

the composition of the nomination and remuneration Committee
is as below:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - non¬
executive Independent director.

b) Mr. Brij Gopal Daga (member) - non-executive Independent
director.

c) Mrs. Jhuma Guha (member) - non-executive non Independent
director.

there were no changes in the composition of the nomination and
Remuneration Committee during the financial year under review.

During the financial year 2023-24, all the recommendations made
by the members of the nomination and remuneration Committee
were accepted by the Board.

XVII STAKEHOLDERS RELATIONSHIP COMMITTEE

the composition of the Stakeholders relationship Committee is
as below:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - non¬
executive Independent director.

b) Mr. Brij Gopal Daga (Member) - non-executive Independent
director.

c) Mrs. Jhuma Guha (Member) - non-executive non Independent
director.

there were no changes in the composition of the Stakeholders
Relationship Committee during the financial year under review.

XVIII CORPORATE SOCIAL RESPONSIBILITY (CSR)

the provisions related to CSR activities under Section 135 of the
Companies act, 2013 were not applicable to the Company for the
financial year under review, since the Company's net worth, turnover
and net profit was below the threshold specified therein.

XIX DIRECTORS AND Key Managerial pERSONNEL

As on 31^st March, 2024, the Board of your Company consisted of
eight directors namely, Mr. Sudip Bandyopadhyay - non-executive
director (Din: 00007382), Mr. Brij Gopal Daga - Independent director
(Din: 00004858), Mr. radhakrishna Nair - Independent director (Din:
07225354), Mr. Kerachan Ayyappan Somasekharan- Independent
director (Din: 01 573721), Mr. Sivanandhan Dhanushkodi -

Independent Director (DIN: 03607203), Mr. Sudhangshu Shekhar
Biswal - Independent Director (DIN: 07580667), Mrs. Jhuma Guha
- Non-executive Director (DIN: 00007454) and Mr. Sumit Sharma-
Independent Director (DIN: 08181722)

As per the provisions of the Companies act, 2013, Mrs. Jhuma
Guha - Non-executive Director (DIN: 00007454), is retiring by rotation
at the ensuing 30th annual General Meeting and being eligible has
offered herself for re-appointment which has been recommended
by the Nomination and remuneration Committee and the Board of
Directors of the Company and the notice for the ensuing 30^th annual
General Meeting contains the details of the said re-appointment.

ah the Independent Directors of the Company have complied with the
requirements laid down under Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Mr. Sumit Sharma- Independent Director (DIN: 08181722) was
appointed as a Non-executive Independent Director of the Company
for a period of 5 consecutive years from January 31,2024 to January
30, 2029 by the Members through postal Ballot concluded on April
21, 2024.

Mr. Anand Kamalkishore Maliwal - Non-executive Director (DIN:
07474039) has resigned from the Directorship of the Company
from the close of business hours of January 31, 2024 due to
pre-occupation.

Mr. Sivanandhan Dhanushkodi - Independent Director (DIN:
03607203) was re-appointed as Independent Director for a second
consecutive term of five years from 10^th May 2024 to 9^th May 2029,
by the Board of Directors. the Nomination and remuneration
Committee and the Board of Directors of the Company had
recommended his reappointment for approval of members at the
ensuing 30^th Annual General Meeting. the notice for the ensuing
30th Annual General Meeting contains the details of the said re¬
appointment.

None of the Directors of the Company are disqualified for being
appointed as directors, as specified in Section 164 (1)/ Section
164(2) and Rule 14(1) of Companies (Appointment and Qualification
of Directors) rules, 2014.

Ms. Maya Menon, Company Secretary & Compliance Officer cum
Manager tendered her resignation with effect from the close of
business hours on 29^th February, 2024, which was accepted by the
Board of Directors. the Board placed on record its appreciation
for the valuable services rendered by her during her tenure as the
Company Secretary & Compliance Officer cum Manager of the
Company.

Mr. Ravi Prakash Jain was appointed as Chief Financial Officer and
Key Managerial personnel of the Company with effect from 2^nd May,
2023 and he was resigned from the post with effect from the close
of business hours of 4^th March, 2024, which was accepted by the
Board of Directors. the Board placed on record its appreciation for
the valuable services rendered by him during his tenure as the Chief

Financial Officer and Key Managerial Personnel of the Company.

As on 31^st March, 2024, the Company have no Key Managerial
Personnel.

Mr. Biju Sreeramachandran was appointed as Chief Financial Officer
and manager of the Company with effect from 30^th may, 2024 in
accordance with Section 203 of the provisions of the Companies
act, 2013.

The Board of Directors of the Company, appointed Ms. Meera C
as the Compliance Officer with effect from 2^nd may, 2024 under
the provision of the SEBI (LODR) Regulations, 2015 and as the
Company Secretary of the Company with effect from 30^th may, 2024,
in accordance with Section 203 of the provisions of the Companies
act, 2013

XX EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as the
evaluation of the working of the Committees of the Board. the
Board performance was evaluated based on inputs received from all
the Directors after considering criteria such as Board composition
and structure, effectiveness of Board/ Committees processes,
information provided to the Board, etc. the Board (excluding
the director being evaluated) also evaluated the performance of
Independent and Non-Independent Directors, fulfilment of their
independence criteria and their independence from the management,
performance of the Board as a whole and that of the Chairman of
the Meetings/Committees.

XXI POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
INCLUDING INDEPENDENT DIRECTORS, KEY MANAGERIAL
PERSONS AND SENIOR MANAGEMENT

the Company has a Nomination and Remuneration policy for the
performance evaluation of the individual directors, the Board as
a whole and its Committees. the nomination and Remuneration
Committee is responsible for identifying persons who are qualified
to become directors and who may be appointed in the senior
management positions in accordance with the criteria laid down
in the nomination and Remuneration policy. the Committee also
reviews the policy regarding the criteria for appointment and
remuneration of directors including Independent directors, Key
managerial persons and Senior management. the Committee also
recommends to the Board, the appointment of any new directors/
Key managerial personnel or removal of the existing directors/Key
managerial personnel. the Committee recommends to the Board
as to whether to extend or continue the term of appointment of the
Independent directors, on the basis of the report of performance
evaluation of Independent directors. after carefully evaluating
and analyzing the recommendations of the nomination and
Remuneration Committee, the Board of directors of the Company
decide whether to appoint a new director/Key managerial personnel
or remove an existing director/ Key managerial personnel, as the

case may be. the nomination and Remuneration Committee of
the Company oversees the implementation of the nomination
and Remuneration policy of the Company. the composition of
the nomination and Remuneration Committee and other relevant
details are provided in the Corporate Governance Report. the
nomination and Remuneration policy of the Company is available
on the Company's website at the below mentioned link: https://www.
inditrade.com/policies.aspx

the salient features of the nomination and Remuneration policy
('the policy') are as follows:

a. the policy has been framed in accordance with the relevant
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications,
positive attributes, independence of a director and the
remuneration of directors, Key managerial personnel and Senior
management including functional heads.

c. the Committee has the discretion to decide whether the
qualification, expertise and experience possessed by a person
are sufficient/ satisfactory for the concerned position. No
Independent director shall hold office for more than two
consecutive terms of maximum 5 years each. In the event the
same person is to be appointed as an Independent director after
two consecutive terms of five years, a cooling period of 3 years
is required to be fulfilled.

d. the director, KMp and Senior management shall retire as per
the applicable provisions of the Companies Act, 2013 and
the prevailing policy of the Company, the Board will have the
discretion to retain the director, KMp, Senior management in the
same position/ remuneration or otherwise even after attaining
the retirement age, for the benefit of the Company.

e. the remuneration/ commission shall be in accordance with the
statutory provisions of the Companies Act, 2013 and the rules
made thereunder for the time being in force.

f. deviations on elements of this policy in extraordinary
circumstances, when deemed necessary in the interests of the
Company, will be made if there are specific reasons to do so in
an individual case.

g. In case of any amendment(s), clarification(s), circular(s) etc.
issued by the relevant authorities, not being consistent with the
provisions laid down under the policy, then such amendment(s),
clarification(s), circular(s) etc. shall prevail upon the provisions
hereunder and the nomination and Remuneration Committee
shall amend the policy accordingly.

XXII DECLARATION By INDEPENDENT DIRECTORS

the Independent directors of the Company have given declarations
that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. They have also given a declaration affirming compliance with
the code of conduct of the Company.

The Board of Directors is of the opinion that the Independent
Directors of the Company possess integrity, necessary expertise
and experience.

XXIII EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent, the Company has put in place -
Inditrade Employee Stock Option plan 2016, which is in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

Disclosure as required under SEBI Regulations read with SEBI circular
no. CIR/CFD/pOLICYCELL/2/2015 dated June 16, 2015 has been
made available at the Company website at www.inditrade.com.

XXIV INITIATIVES WITH REGARD TO THE HEALTH AND SAFETY OF
THE EMpLOYEEs

The Company had taken various initiatives for ensuring the health
and safety of employees of the Inditrade group of companies.
Sanitation and fumigation of offices was regularly done. Further the
Company has provided for health insurance policies for employees.

xxv deposits

During the financial year under review, your Company does not hold/
has not accepted any deposits within the meaning of Chapter V of
the Companies Act, 2013 and the rules made thereunder.

xxvi particulars of employees

disclosure as stipulated under rule 5 of the Companies (appointment
and remuneration of Managerial personnel) rules, 2014 is attached
as Annexure-II.

xxvii particulars of loans, guarantees or investments

the details of Investments, Loans or Guarantees covered under the
provisions of Section 186 of the Companies act, 2013 are given in
the Notes to the Standalone Financial Statements.

xxviii particulars of contracts or arrangements with

RELATED pARTIEs

ah contracts/ arrangements/ transactions entered by the Company
during the financial year under review were in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant Related Party Transactions
made by the Company with the promoters, directors, Key managerial
personnel or other designated persons which may have a potential
conflict with the interests of the Company at large.

All related party transactions were placed before the Audit
Committee and also before the Board for its approval. prior omnibus
approval of the Audit Committee was obtained for the transactions
which were of a repetitive nature. the transactions entered into

pursuant to the omnibus approval so granted were reviewed and
statements giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors for
their approval on a quarterly basis.

the Company has framed a related party transactions policy
which is available at the below link: https://www.inditrade.com/
policies.aspx

particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 in Form No. AOC-2 of
the Companies (Accounts) rules, 2014 is attached as Annexure- III.

pursuant to the amendment in the SEBI (LODR) regulations, 2015,
the Company seeks approval of shareholders for related party
transactions to be entered into with subsidiary companies and other
related parties falling within the purview of regulation 23 of the SEBI
(LODR) Regulations, 2015. The required details are set out in notice
for 30^th Annual General meeting of the Company.

XXX MANAGEMENT DiscussiON AND ANALYsis REpORT

As stipulated under regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, management discussion and Analysis, is presented in a
separate section forming part of the Annual report.

xxx statutory auditors and auditor's report

pursuant to the provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) rules, 2014,
M/s. Kirtane & pandit LLp, Chartered Accountants, (Firm regn No.
10521 5W / W100057) were appointed as the Statutory Auditors
of the Company to hold office from the conclusion of 29th Annual
General meeting until the conclusion of 34^th Annual General meeting.
The Statutory Auditors have confirmed that they are not disqualified
from continuing as the Statutory Auditors of the Company.

the reports given by Statutory Auditors of the Company on the
audited financial statements for the financial year 2023-24 forms
part of this Annual report. the notes on Financial Statements
referred to in the Statutory Auditors' report are self-explanatory
and do not call for any further comments.

The Statutory Audit report on the stand alone financial statements
do not contain any qualifications, reservations, adverse remarks
or disclaimer.

The Statutory Audit report on the consolidated financial statements
modifications, that the financial statement of Inditrade Microfinance
Limited, a subsidiary of Inditrade Capital Limited, has not complied
with the qualifying asset criteria as required under Reserve Bank of
India (Regulatory framework for Microfinance Loans) Directions,
2022, the impact of which, if any, is not ascertainable.

xxx secretarial audit and secretarial compliance report

M/s. SVJS & Associates, practicing Company Secretaries, Kochi
were appointed to conduct the Secretarial Audit of the Company

for the financial year 2023-24, as required under the Section 204
of the Companies Act, 2013 and the rules made thereunder. The
Secretarial Audit Report for the financial year 2023-24 forms a part
of this annual Report.

three subsidiaries of the Company, namely Inditrade Fincorp Limited,
Inditrade Microfinance Limited and Inditrade Business Consultants
limited are coming within the ambit of "Material Subsidiary” as per
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the financial year
2023-24. Accordingly, pursuant to Regulation 24A of the SEBI (LODR)
Regulations, 2015, the Secretarial Audit Reports of Inditrade Fincorp
Limited, Inditrade Microfinance Limited and Inditrade Business
Consultants Limited for the financial year 2023-24 are enclosed and
forms part of this Annual Report.

The observations and comments given by the Secretarial Auditors
in their Report are self-explanatory and hence do not call for any
further comments under Section 134 of the Companies Act, 2013.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
8th February, 2019, the Company has submitted the Secretarial
Compliance Report from a practicing Company Secretary for
the financial year 2023-24, on compliance of all applicable SEBI
Regulations and circulars/guidelines issued there under with the
Stock Exchange within the prescribed due date.

XXXII CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information
required under Section 134(3)(m) of the Companies Act, 2013
read with Companies (Accounts), Rules 2014 relating to Energy
Conservation, Technology Absorption is not applicable to the
Company. However, the effort made by the Company along with
its Group Companies towards technology absorption includes the
following:

I. Adoption of the latest state of-the-art data centre, software and
hardware tools available in the market for rendering lending and
other services more efficiently and effectively.

II. Implemented server virtualization to reduce the Server, Power
and Management foot prints.

III. Implemented the Log management to identify detailed server,
network and application issues and proactively clear them so
that they do not affect the business operations.

IV. Designed and implemented quality network, server, and IT
security systems that accommodate and protect our digital
information.

The Company had no foreign exchange earnings or outgo during
the financial year under review.

xxxiii internal financial control and its adequacy

The Company has an effective internal control and risk mitigation

system, which is reviewed and constantly updated. The internal
controls including the internal financial control of the Company are
managed and reviewed by the Audit Committee and apart from the
staff employed by the Company, the Company has also appointed
independent Internal Auditors to review and monitor the internal
financial controls and their adequacy. The Internal Financial Controls
of the Company are adequate and commensurate with the size and
nature of business of the Company.

xxxv risk management

The Company manages, monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic
objectives.

xxxv reporting of frauds

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

XXXVI VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the
Directors and Employees of the Company, the Company has
established a Vigil Mechanism/ Whistle Blower Policy for Directors
and employees pursuant to Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Vigil Mechanism
provides adequate safeguards against victimization of Director(s)
or employee(s) or any other person who avails the mechanism
and also provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company at
the below mentioned link: https://www.inditrade.com/policies.aspx

XXXVII MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the regulators or
courts or tribunals, which are likely to impact the going concern
status and Company's operation in future.

xxxviii disclosure under the sexual harassment of women
at workplace (prevention, prohibition and redressal)

ACT, 2013

The Company has in place the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has
complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints
received and disposed off during the financial year 2023-24:

• No. of complaints at the beginning of the year 2023-24 : NIL

• No. of complaints received during the year 2023-24 : Nil

• No. of complaints disposed off during the year 2023-24 : Nil

• No. of complaints at the end of the year 2023-24 : NIL

XXXIX COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied
with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

XL DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of its
knowledge and belief, state that:

(a) that in the preparation of the annual accounts for the financial
year ended 31^st March, 2024, the applicable accounting
Standards have been followed and there are no material
departures,

(b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on 31^st march, 2024
and of the profit of the Company for the financial year ended
on that date,

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

(d) that the Directors have prepared the annual accounts for the
financial year ended 31^st march, 2024 on a going concern basis,

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

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

XLI OTHERS

(a) No corporate insolvency resolution process has been initiated
by the Company under the Insolvency and Bankruptcy Code
2016.

(b) the Company has not failed to complete/implement any
corporate action within the specified time limit.

(c) there was no one time settlement or valuation done while taking
loan from the Banks or Financial Institutions.

XLII ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for
the assistance and guidance provided by the Regulators, BSE
Limited, other statutory bodies and the Company's bankers for
the assistance, cooperation and encouragement extended to the
Company. Your directors wish to place on record their appreciation
for the contributions made by the employees of Inditrade group
at all levels for their efforts, hard work and support, which are
indispensable for smooth functioning of the Company. Your
involvement as Shareholders is also greatly valued and your
directors look forward to your continued support.

For and on behalf of the Board of Directors

Sudip Bandyopadhyay Jhuma Guha

date: 30^th may, 2024 Director Director

place: mumbai Din: 00007382 Din: 00007454