Your Directors have pleasure in presenting the 10^th Annual Report of the Company with the audited
statements of accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

In I

2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:

Company is engaged in dealing in all kinds of agri-inputs and commodities, like wheat, different
varieties of rice, moong, tuver, rajma etc. During the year, your Company had a turnover of ^ 2966.86
lakhs as compare to the total turnover of ^ 922.53 lakhs recorded for the previous year and the net
profit for the current year is ^ 68.64 lakhs compared to loss of ^ 7.71 lakhs as recorded in the previous
year.

3. CHANGE IN NATURE OF BUSINESS:

During the year under Report, the company has changed its main object and business operation to
trading in agro products, fertilizers and tobacco products.

The shareholders in its meeting held on 18^th November, 2023 approved the change in object of the
company.

4. TRANSFER TO RESERVES:

The Board of Directors has carried profit of ^ 68.64 lakhs to reserve account.

5. DIVIDEND:

Your Directors feel it is prudent to plough back the profit in the interest of the growth of the Company.
Keeping in view the requirement of the funds in future, your Directors have not recommended any
dividend for the year ended 31^st March, 2024.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no dividend declared in the previous year and hence no amount required to transfer to
Investor Education and Protection Fund.

7. FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public, within the meaning of
section 73 of the Companies, Act, 2013 and the Rules made thereunder.

8. SHARE CAPITAL:

THE AUTHORIZED SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 500,00,000/-(Rupees Five Crore) divided into
50,00,000 (Fifty Lakh) Equity share of Rs.10/- (Ten) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year, the company has allotted 27,36,000 Bonus Equity shares on December 14, 2023, the
Trading Approval of which has been received on December 19, 2023.

Therefore, as on March 31, 2024 the Paid-up Equity Shares of the Company was Rs.4,25,60,000 (Four
Crores Twenty Five Lakhs Sixty Thousand) divided into 42,56,000 (Forty Two Lakhs Fifty Six Thousand)
Equity Shares of Rs.10/- (Ten) each.

Further, the Board of Directors in its meeting held on 28^th February, 2024 approved the offer and
issuance of fully paid-up equity shares of the Company, by way of a rights issue (the "Rights Issue").

9. LISTING OF SHARES ON BSE -SME PLATFORM:

The equity shares of the Company are traded on SME exchange of Bombay Stock Exchange (BSE SME)
since listing of equity shares on 12^th April, 2022.

10. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The material changes and commitments affecting the financial position of the Company between the
end of the financial year of the Company to which the financial statements relate and the date of the
report are mentioned as below:

I. Mr. Chintan Nayan Bhai Rajyaguru, Promoter and Managing director of the company has sold his
98000 Equity Shares on 26/06/2024, 98000 Equity shares on 27/06/2024, 1,96,000 Equity shares
on 28/06/2024, 47600 Equity shares on 01.07.2024 and 1,96,000 on 02.07.2024.

II. The company has filed Draft Letter of Offer with Bombay Stock Exchange (BSE) for issuance of
Equity Shares on right basis for an amount of up to Rs. 30 Crores on 9^th July, 2024.

11. CHANGE OF NAME OF THE COMPANY:

The name of the company has been changed to "Dhyaani Tradeventtures Limited" pursuant to
shareholders' approval dated 18^th November, 2023.

The fresh Certificate of Incorporation pursuant to the name change received on 21^st December, 2023.

12. DEMATERIALIZATION OF COMPANY'S SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding
by entering into an agreement with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).

The ISIN number allotted to the company is INE0K5F01014.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an
optimum combination of executive, non-executive and independent Directors including one woman
Director. The Board provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders.

Composition of Board/KMP as on 31.03.2024:

All the Directors of the Company have confirmed that they have not disqualified from being appointed
a director in terms of section 164 of the Companies Act, 2013

14. EXTRACT OF ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules, 2020 has done away the
requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The annual
return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.dhyaaniinc.com.

15. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not
required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129
read with Rule 5 of Companies (Accounts) Rules, 2014.

16. MEETINGS OF BOARD

During the financial year 2023-24, there were Ten (10) Board Meetings in the company.

All the meetings of Board of Directors of the Company are scheduled well in advance and the Board
meets at least once in a quarter to review the quarterly performance and the financial results. Agenda
of the meeting were prepared and all necessary papers were circulated to Members of the Board in
advance.

Independent Directors' Meeting

The Independent Directors met on 06^th November, 2023 and reviewed the performance of non¬
independent directors and the Board as a whole; the performance of the Chairman of the company,
taking into account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity, and timeliness of the flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform the duties.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to
the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his
role.

In the separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated. The same was
discussed in the Board meeting that followed the meeting of the independent directors, at which the
performance of the Board, its committee and individual director was also discussed.

18. COMMITTEES OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two
Independent Director and all having financial literacy.

The Composition of committee is as follow:

The Functioning and terms of reference of the Audit Committee the role, powers and duties, quorum
for meeting and frequency of meetings, have been devised keeping in view the requirements of
Section 177 and all other applicable provisions of the Companies Act, 2013.

B. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has constituted Nomination and Remuneration Committee comprising of three
directors including two Independent Director and one Non-executive director and all having financial
literacy.

The Composition of committee is as follow:

The Functioning and terms of reference of the Nomination and Remuneration Committee the role,
powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in
view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at https://www.dhyaaniinc.com/Home/policies and programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three
directors including two Independent Director.

The Composition of committee is as follow:

19. MANAGERIAL REMUNERATION

The Particulars as required to disclose under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the financial year 2022-23 are disclosed in Annexure-I, which
formed part of the report.

20. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL
EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for selection,
nomination, appointment and remuneration of Directors suitably containing the criteria determining
qualifications, positive attributes and independence of a Director. The policy is attached as Annexure-
II to the report.

The policy is also uploaded on the Company's website at www.dhyaaniinc.com.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the year under review, your company has appointed the Internal Auditors of the Company to
evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate
systems which are placed in the company, are adhered with time to time checks and to ensure that
the compliance procedures and policies are adhered. Moreover, during the year, such controls were
tested and accordingly, no reportable material weaknesses in the operations of the company were
observed.

22. DECLARATION BY INDEPENDENT DIRECTORS

(Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation
16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial
statements for the year 2023-24, the Board of Directors state:

1. In the preparation of the annual accounts for the financial year ended 31^st March 2024, as far as
possible and to the extent, if any, accounting standards mentioned by the auditors in their report
as not complied with, all other applicable accounting standards have been followed along with
proper explanation relating to material departure;

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

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors in the case of a listed company had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

6. 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.

24. STATUTORY AUDITORS

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the
Company for period of Five years from the conclusion of the 6^th Annual General Meeting till the
conclusion of the 11^th Annual general Meeting of the Company to be held in the year 2025.

Further, M/s S D P M & CO, Chartered Accountants, Ahmedabad has been appointed as the Joint
Statutory Auditors of the company for the conducting Joint Audit for the period of Financial Year 2023¬
24 and board of directors are proposing their re-appointment in this Annual General Meeting for a
period of 4 consecutive years, who shall hold office till the conclusion of 14^th Annual General Meeting
to be in the year 2028.

The Report given by the Joint Statutory Auditors on the financial statement for the financial year
ending on 31^st March, 2024 of the Company is part of this Report. There are no qualifications or
adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes on
financial statements are self-explanatory, if any, and needs no further explanation.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder.

26. SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed
M/s Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat (Firm Registration No. -
S2021GJ796900) to conduct Secretarial Audit of the Company for Financial Year 2023-24. The Report
of the Secretarial Audit Report is set out in an annexure as 'Annexure -III' to this report.

With regard to observations of the Secretarial Auditor for non-compliances/ delayed compliance of
some provisions of the Companies Act, 2013 and Listing Regulation, it is stated that the Board of
Directors has taken note of the same and will strive for timely compliance with the applicable
provisions with utmost diligence.

27. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, The Board of Directors, has appointed M/s. I B & Associates, Chartered Accountants, (FRN
- 022701C) Ahmedabad as Internal Auditors of the Company for the Financial Year 2023-24.

28. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB¬
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance
and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of
companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not
fall under Maintenance and audit of cost records and accordingly maintenance of cost records and
audit provisions are not applicable to the Company.

29. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under
sub-section (12) of Section 143 of the Act for the year ended March 31, 2024.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

31. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and
the Listing Regulation, if any, during the year were on an arm's length price basis and in the ordinary
course of business. Such transactions have been approved by the Audit Committee. The Board of
Directors of the Company has formulated the Policy on Related Party Transactions.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative sources
of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the scarce
resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

33. CORPORATE GOVERNANCE:

Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para
C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME
Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate
governance report is not applicable.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management
Discussion and Analysis Report are annexed as Annexure-IV herewith and form part of this Report.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility
activities are not applicable to the Company.

36. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Company has adopted a Whistle-Blower Policy/ Vigil
mechanism, which provides a formal mechanism for all employees of the Company to make protected
disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct. Disclosures reported are addressed in the manner and within the
time frames prescribed in the Policy. During the year under review, no employee of the Company has
been denied access to the Audit Committee.

37. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for
new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the
Company culture, through appropriate training programmes. Such kind of training programmes helps
develop relationship of the directors with the Company and familiarize them with Company processes.
The management provides such information and training either at the meeting of Board of Directors
or at other places.

The induction process is designed to:

• Build an understanding of the Company's processes and

• Fully equip the directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

38. RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while considering the business
plan. Considering the size of the Company and its activities, it is felt that the development and
implementation of a Risk management policy is not relevant to the Company and in the opinion of the
Board there are no risks which may threaten the existence of the Company.

39. FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with Ind AS prescribed under the
Companies Act, 2013 as amended from time to time and other relevant provisions of the Act.

40. SECRETARIAL STANDRAD OF ICSI

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of
the Board of Directors' and 'General Meetings', respectively, have been duly followed by the
Company.

41. SHARES

i) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

ii) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

iii) PREFERENTIAL ALLOTMENT

The Company has not made preferential allotment during the year under review.

iv) BONUS SHARES

The Company has issued 27,36,000 Bonus Equity shares on December 14, 2023.

v) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

42. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.

During the year 2022-23, no complaints were received by the Company related to sexual harassment.

43. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

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

• Issue of shares (sweat equity shares) to employees of the Company under ESOS.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company operations in future.

44. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable
support and co-operation received from the Customers and Suppliers, various Financial Institutions,
Banks, Government Authorities, Auditors and Shareholders during the year under review. Your
Directors wish to place on record their deep sense of appreciation for the devoted services of the
Executives, Staff and Workers of the Company for its success.

FOR ON BEHALF OF THE BOARD

DHYAANI TRADEVENTTURES LIMITED

(Formerly Known as Dhyaani Tile and Marblez Limited)

Sd/- Sd/-

CHINTAN NAYAN BHAI RAJYAGURU NAYANKUMAR LABHSHANKER RAJYAGURU

MANAGING DIRECTOR DIRECTOR

DIN: 08091654 DIN: 08997548

Date: 12/08/2024
Place: Ahmedabad