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

(Amount in Rs. hundreds)

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

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

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

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

PERFORMANCE & FINANCIAL POSITION OF ASSOCIATE
ASSOCIATE - AVON CREDIT PYTLTD

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

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

OUTLOOK

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

DIVIDEND

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

ISSUE OF SHARES

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

TRANSFER TO RESERVES

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

DEPOSITS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

ii) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and pmdent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the loss of the
Company for that period;

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

CODE OF CONDUCT

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

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

PERSONNEL

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

COMPANY’S WEBSITE

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

LISTING OF SECURITIES IN STOCK EXCHANGE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

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

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

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

i. Mrs. Suchita Chhawchharia - Executive Director

ii. Mr. Shiv Shankar Sharma - Chief Financial Officer

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

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

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

(ii) Internal Auditors:

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

(iii) Secretarial Auditor:

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

Secretarial Compliance Report

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

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

DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT

i) Related Party Transactions:

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

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

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

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

ii) Number of Board Meetings:

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

iii) Committees of the Board :

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

iv) Composition of Audit Committee:

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

• Manish Khaitan - Non Executive Independent Director

• Sundar Lai Mohta - Non-Executive Independent Director

• AritraBasu - Non-Executive Director

v) Extracts of Annual Return:

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

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

vi) Risk Analysis:

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

vii) Internal Financial Control:

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

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

viii) Loans, Guarantees and Investments:

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

ix) Post Balance Sheet events:

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

x) Subsidiaries, Associates or Joint Ventures:

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

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

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

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

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

xi) Evaluation of the Board’s Performance:

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

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

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

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

xii) Nomination, Remuneration and Evaluation Policy:

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

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

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

c. Evaluation of the performance of the Directors.

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

xiii) Vigil Mechanism (Whistle Blower Policy):

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

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

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

xiv) Internal Complaint Committee:

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

xv) Secretarial Standards:

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

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

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

INDUSTRIAL RELATIONS

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

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

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

APPRECIATION

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

On behalf of the Board of Directors

Place: Kolkata For Adarsh Mercantile Limited

Date: 09.08.2024

Sd/- Sd/-

Suchita Chhawchharia Aritra Basu

Executive Director Director

(DIN: 00044063) (DIN: 06779222)